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: December 19, 1996


                               PECO ENERGY COMPANY
             (Exact name of registrant as specified in its charter)


                         PENNSYLVANIA 1-1401 23-0970240
                       (State or other (SEC (IRS Employer
                   jurisdiction of file number) Identification
                             incorporation) 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

         In an Order issued December 19, 1996, the  Pennsylvania  Public Utility
Commission  (PUC)  approved,  with minor  modifications,  a Company  proposal to
eliminate  the Energy  Cost  Adjustment  (ECA)--the  current  billing  surcharge
mechanism used to recover the Company's energy  costs--and  instead,  roll these
costs into the base rates charged to the Company's customers, effective December
31,  1996.  The  Company's   proposal  was  prompted  by  the  recently  enacted
Electricity  Generation  Customer Choice and Competition Act  (Competition  Act)
which provides that as of January 1, 1997,  electric rates in Pennsylvania  will
be capped at their current levels for a period of up to nine years.

         In addition,  the PUC recognized  the Company's  right to defer and, in
the future,  seek recovery of a) an estimated $102 million  attributable  to its
anticipated  undercollection of $80 million in energy costs through 1996 and the
$22 million 1996 nuclear performance bonus, and b) approximately $198 million of
future energy costs that would not have otherwise been  recoverable.  Subject to
the rate cap limitations imposed by the Competition Act, the Order provides that
these  additional  amounts may be recovered  either  through the  stranded  cost
recovery mechanisms  provided in the Competition Act or an automatic  adjustment
clause provided in the Public Utility Code.

         As noted by the PUC in a press  release  announcing  its  Order,  under
traditional  regulation,  as of December 31, 1996,  the Company  would have been
entitled to an increase of $125 million in its ECA.








                                   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\ J. B. Mitchell
                                   Vice President - Finance
                                         and Treasurer






        December 20, 1996