FORM 8-K





                       SECURITIES AND EXCHANGE COMMISSION




                              Washington, DC 20549

                                 CURRENT REPORT



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




                        Date of Report: January 23, 1997



                               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
On January 22, 1997,  the Company filed an Application  (Application)  under the
provisions  of the  Pennsylvania  Electricity  Generation  Consumer  Choice  and
Competition  Act  (Competition   Act)  with  the  Pennsylvania   Public  Utility
Commission  (PUC) for the issuance of a Qualified  Rate Order (QRO)  authorizing
the  recovery  by the  Company of $3.9  billion of  stranded  costs and  related
transaction  and use of proceeds  costs  through the issuance of $3.9 billion of
"Transition Bonds." The issuance of Transition Bonds,  directly by a utility, by
a finance  subsidiary or by a third party assignee of a utility,  is a mechanism
authorized  under the  Competition  Act to  mitigate  stranded  costs and reduce
customer rates.

The  Application,  which has been  filed in advance  of the  Company's  required
restructuring  filing,  presently anticipated to be made on April 1, 1997, seeks
recovery of $3.6 billion of the Company's $7.1 billion estimate (at December 31,
1998) of its total stranded  costs through the issuance of the Transition  Bonds
covered by the  Application.  The  Company's  estimate of total  stranded  costs
includes  $3.9 billion of  generation  assets,  $560 million of  decommissioning
expenses and $2.6 billion of regulatory  assets.  Recovery of the portion of the
Company's stranded costs not covered by the Application will be requested by the
Company in its restructuring filing.

The Application sets forth the Company's  preferred proposal for the issuance of
Transition  Bonds.  The proposal  provides for (i) the sale by the Company to an
unrelated  special  purpose entity (SPE) of the intangible  transition  property
authorized  under the  Competition  Act,  which  represents the right to recover
through  intangible  transition charges (ITC) the $3.9 billion of stranded costs
and related  transaction and use of proceeds costs, and (ii) the issuance by the
SPE of the Transition  Bonds. The Company believes that such a transaction would
be the sale of a  financial  asset  for  accounting  purposes  under  SFAS  125,
resulting  in  the  exclusion  of  the  ITC  from  the  Company's  revenues  and
off-balance  sheet treatment of the Transition Bonds;  however,  such accounting
treatment will require Securities and Exchange Commission approval.

The Company  proposes using the proceeds it receives from the SPE resulting from
the issuance of the Transition Bonds to pay estimated  transaction costs of $277
million,  to  settle  deferred  fuel  balances  of $240  million  and to  reduce
capitalization by approximately $3.4 billion.  The  capitalization  reduction is
expected to be  proportionate  to the Company's  current  capitalization  of 50%
debt,  5% preferred  and 45% equity.  Specific  securities  to be retired or the
manner in which they are to be retired have not been  determined and will depend
on market conditions at the time or times of issuance of the Transition Bonds.

Adoption  by the PUC of the  requested  QRO and  issuance  of  $3.9  billion  of
Transition  Bonds at current  interest  rates would result in an estimated  2.9%
reduction in the Company's retail electric customer rates. The Company estimates
that the  consummation of the  transaction as proposed in the Application  would
reduce the Company's  revenues by approximately  $650 million and its net income
by approximately  $149 million.  The impact on the Company's earnings per common
share will depend on the price at which shares of the Company's Common Stock are
purchased.  If Common Stock is purchased at a price above book value  ($20.88 at
December 31, 1996), earnings per share will be reduced.

The  Company  has  requested  expedited  review  of its  Application  under  the
Competition Act which requires the PUC to complete its review of the Application
and issue a final  determination  within 120 days.  The Company  cannot  predict
whether  the PUC will  issue  the  requested  QRO,  the level of  stranded  cost
recovery  authorized  by any QRO issued by the PUC or the  amount of  Transition
Bonds,  if any,  ultimately  issued pursuant to any QRO issued by the PUC. Under
the  Competition  Act,  and within the terms of the QRO, if issued,  the Company
retains  flexibility  with respect to when and whether the Transition  Bonds are
issued;  in any event the Company does not expect that Transition  Bonds will be
issued prior to June 30, 1997.

As  previously  reported  in the  Company's  Report on Form 10-Q for the quarter
ended September 30, 1996 and the Company's  Report on Form 8-K dated December 3,
1996,  the  Competition  Act was passed in December  1996 and  provides  for the
restructuring  of the electric  industry in  Pennsylvania.  The  Competition Act
requires  the  unbundling  of  electric   services  into  separate   generation,
transmission  and  distribution   services  with  open  retail  competition  for
generation.








                                   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






January 23, 1997