SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549



                            Form 8-K


                          CURRENT REPORT


               Pursuant to Section 13 or 15(d) of
              the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 23, 1999




Commission    Registrant; State of Incorporation;      IRS Employer
File Number       Address; and Telephone Number      Identification No.


1-11375       UNICOM CORPORATION                        36-3961038
             (an Illinois corporation)
             37th Floor, 10 South Dearborn Street
             Post Office Box A-3005
             Chicago, Illinois 60690-3005
             312/394-7399


1-1839        COMMONWEALTH EDISON COMPANY               36-0938600
            (an Illinois corporation)
            37th Floor, 10 South Dearborn Street
            Post Office Box 767
            Chicago, Illinois 60690-0767
            312/394-4321








Item 5.  OTHER EVENTS.

SETTLEMENT WITH CITY OF CHICAGO

     On March 23, 1999, Commonwealth Edison Company ("ComEd")
announced that it had reached a settlement agreement with the
City of Chicago, Illinois (the "City") to end the arbitration
proceeding between ComEd and the City regarding the January 1,
1992 franchise agreement and a supplemental agreement between
them.  Under the terms of the settlement agreement, the pending
arbitration is to be dismissed with prejudice and the City is to
release ComEd from all claims the City may have under the
supplemental agreement.  The settlement agreement is subject to
the approval of the City Council.

     As part of the settlement agreement, ComEd and the City have
agreed to a revised combination of ongoing work under the
franchise agreement and new initiatives that will result in more
than $1 billion in defined expenditures by ComEd to improve
electric service in the City, including approximately $547
million in expenditures to date.  The additional expenditures
include upgrades to distribution substations, enhancements to
transmission circuits, and enhancements to the distribution
system.  These investments, which are estimated to total $341
million, must be made through 2004.  The settlement agreement
provides that ComEd will be subject to liquidated damages if the
projects are not completed by various dates, unless it is
prevented from doing so by events beyond its reasonable control.
The settlement agreement contains provisions regarding both
regular reporting of the status of its implementation and dispute
resolution.

     The settlement agreement also contains several provisions
regarding new environmental initiatives.  ComEd has agreed to
spend $12 million by the end of 2004 to purchase and install
within the City at least 750 kW of solar photovoltaic equipment.
In addition, ComEd has agreed to implement new demand-side
initiatives with the goal of reducing its peak summer load in
1999 and 2000 by an estimated 75 MW.

     ComEd and the City have also agreed as part of the
settlement agreement to establish an Energy Reliability and
Capacity Account (the "Reliability Account") to help ensure an
adequate and reliable electric supply for the City.  ComEd must
deposit $25 million into the Reliability Account within ten
business days after the effective date of the settlement
agreement and up to $25 million at the end of each of the years
2000, 2001 and 2002.

     ComEd's current construction budget considers the
expenditures discussed above related to transmission and
distribution projects, and therefore, no changes to that budget
are expected.  However, ComEd does expect to record a charge to
earnings of approximately $18 million (after-tax), in the first
quarter of 1999, primarily related to its obligation to establish
and contribute to the Reliability Account.

     In addition, as part of the agreement relating to the sale
of ComEd's fossil generation business, the buyer has agreed to
install 500 MW of new gas-fired generating capacity within the
City within four years of the closing of the sale; otherwise,
ComEd will be required to install such capacity.  The City has
also agreed in the settlement agreement to support ComEd's sale
of its Fisk Generating Station, Crawford Generating Station and
Calumet peaking generating units.



                           SIGNATURES
                                
                                
                                
    Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly
authorized.
                                
                                
                                  
                                      UNICOM CORPORATION
                                          (Registrant)


Date: March 23, 1999         By:        John C. Bukovski
                                    ------------------------
                                        John C. Bukovski
                                     Senior Vice President





                                   COMMONWEALTH EDISON COMPANY
                                          (Registrant)


Date: March 23, 1999          By:       John C. Bukovski
                                    -------------------------
                                        John C. Bukovski
                                     Senior Vice President