FORM 8-K





                        SECURITIES AND EXCHANGE COMMISSION



                              Washington, D.C.  20549

                                  CURRENT REPORT


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



Date of Report . . . . . . April, 14, 1994. . . . . . . . . . . .



     . . . . . . . .PHILADELPHIA ELECTRIC COMPANY. . . . . . . .
              (Exact name of registrant as specified in its charter)



. . . PENNSYLVANIA . . . . . . 1-1401. . . . . . . 23-0970240 . .
(State or other jurisdiction  (Commission           (IRS Employer
   or incorporation)           file number)         Identification
                                                        Number)





 230l Market Street, Philadelphia, Pennsylvania . . .19101. . . .
 (Address of principal executive offices)          (Zip Code)




Registrant's telephone number, including area code: (215) 841-4000

ITEM 5. OTHER EVENTS 

      As previously reported in the Company's Current Report on Form
8-K dated March 18, 1994, the Company advised its employees that,
in order to position the Company to meet the challenges of an
increasingly competitive electric utility industry, management was
considering a program to offer financial incentives to eligible
employees who voluntarily retire or otherwise elect to terminate
employment during a specific period of time.  On April 13, 1994,
the Board of Directors approved a package of financial incentives
that will permit eligible employees to participate in either a
Voluntary Retirement Incentive Program (VRIP) or a Voluntary
Separation Incentive Program (VSIP).  The principal provisions of
the incentive package are as follows:


VOLUNTARY RETIREMENT INCENTIVE PROGRAM

      Employees who will be 50 years of age and who have at least
five years of credited service as of December 31, 1995 are
eligible.

      The discount that would normally apply to an early retirement
will be waived.

      Employees who elect the program will be provided an additional
three years of service credit to be added to their pension
calculation.

      Eligible employees who retire under VRIP will be eligible to
receive the same health care program currently available to
existing retirees.

The Company estimates that there are 2,135 employees eligible for
the VRIP.  


VOLUNTARY SEPARATION INCENTIVE PROGRAM

      All regular and part-time employees in the Company are
eligible, regardless of age or seniority.

      Employees who voluntarily separate from the Company will
receive three weeks pay per year of credited service in a lump sum
payment capped at a maximum of 65 weeks or $100,000, whichever is
less.

      The minimum separation payment will be eight weeks of pay,
regardless of years of credited  service.

      Medical and dental benefits will be extended up to 12 months
at the Company's expense.


The selection period during which employees can choose one of these
options opens July 5, 1994 and closes September 16, 1994.  The
Company will incur a one-time charge against earnings in the third
quarter of 1994 in recognition of the deferred liability created by
the incentive package.  The amount of such charge, which could be
substantial, will depend on the number of employees who choose the
VRIP or VSIP package.


In announcing the incentive programs, PECO Energy Chairman and
Chief Executive Officer Joseph F. Paquette, Jr., stated that the
programs "will not prevent the Board of Directors from considering
another dividend increase later this year, as long as the Company's
overall financial prospects continue to improve."




                                    SIGNATURES


             Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.







                                      PECO ENERGY COMPANY





                                      /s/ M. W. Rimerman
                                      ------------------------- 
                                      M. W. Rimerman
                                      Vice President - Finance
                                          and Treasurer






April 15, 1994