10-Q

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549
	FORM 10-Q


	[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended...March 31, 1996............

	OR

	[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from............to................

	Commission file number..........1-1401..........

	   .....................PECO Energy Company.....................
	(Exact name of registrant as specified in its charter)

	     ............Pennsylvania.................... 23-0970240......  
	(State or other jurisdiction of      (I.R.S. Employer
           incorporation or organization)       Identification No.)


	    ...2301 Market Street, Philadelphia, PA..........19103.......
          (Address of principal executive offices)     (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months (or 
for such shorter period that the registrant was required to file 
such reports), and (2) has been subject to such filing requirements 
for the past 90 days.

	Yes    X            No       


Indicate the number of shares outstanding of each of the issuer's 
classes of common stock as of the latest practicable date:

The Company had 222,510,267 shares of common stock outstanding on 
April 30, 1996.






	PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS		
	PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	(Unaudited)
	(Millions of Dollars)
	   
								      3 Months Ended
								        March 31,
								-------------------------
						                     	          	1996             1995 
								-------- 	--------	
						                                            
OPERATING REVENUES
	Electric						$  973.7  	$  881.4  	
	Gas							196.8  	177.2  	
								-------- 	-------- 	
	TOTAL OPERATING REVENUES			1,170.5  	1,058.6  	 	
								-------- 	-------- 	 
	OPERATING EXPENSES
	Fuel and Energy Interchange		299.5  	200.3  	 	
	Other Operating					231.0  	231.6  	 
	Maintenance					85.4  	81.0  	  
	Depreciation					116.7  	111.6  	  
	Income Taxes					103.9  	98.0  	  
	Other Taxes					80.7  	79.4  	 
								-------- 	-------- 	 
	TOTAL OPERATING EXPENSES			917.2  	801.9  	  
								-------- 	-------- 	 
	OPERATING INCOME				253.3  	256.7  	 
								-------- 	-------- 	
	OTHER INCOME AND DEDUCTIONS
	Allowance for Other Funds Used
		During Construction			3.0  	     4.3  	 
	Income Taxes					0.6  	(1.3)	
	Other, Net						(3.0)	1.7  	  
								-------- 	-------- 	 
	TOTAL OTHER INCOME AND DEDUCTIONS		0.6  	4.7  	 
								-------- 	-------- 	 
	INCOME BEFORE INTEREST CHARGES		253.9  	261.4  	
								-------- 	-------- 	 
	INTEREST CHARGES
	Long-Term Debt					88.7  	99.1  	 
	Company Obligated Mandatorily Redeemable 
		Preferred Securities of a Partnership,
		Which Holds Solely Subordinated
		Debentures of the Company		6.7  	5.0  	  	
	Short-Term Debt					10.9  	9.5  	 	
								-------- 	-------- 	 
	TOTAL INTEREST CHARGES			106.3  	113.6  	 	
	Allowance for Borrowed Funds
		Used During Construction		(2.7)	(4.2)	
								-------- 	-------- 	 
	NET INTEREST CHARGES				103.6  	109.4  	 	
								-------- 	-------- 	 
	NET INCOME						150.3  	152.0  	 
	Preferred Stock Dividends			4.5  	6.1  	 
								-------- 	-------- 	
	EARNINGS APPLICABLE TO COMMON STOCK		$145.8  	$145.9  	  
								======== 	======== 	 
	AVERAGE SHARES OF COMMON STOCK
		OUTSTANDING (Millions)		222.4  	221.7  	  
	EARNINGS PER AVERAGE COMMON
		SHARE (Dollars)			$0.65  	$0.66  	  
	DIVIDENDS PER COMMON SHARE (Dollars)		$0.435 	$0.405 	  
	
	

See Notes to Condensed Consolidated Financial Statements.







                                 PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES		
	                                  CONDENSED CONSOLIDATED BALANCE SHEETS		
	                                          (Millions of Dollars)		


			          March 31,    December 31,	
			 1996 		   1995 	
		              (UNAUDITED)		
		              -----------      ----------
	                                                                                 
	ASSETS		
	UTILITY PLANT		
	Plant at Original Cost		$14,759.3  	$14,696.0 
	Less Accumulated Provision for Depreciation			4,740.8  	 4,623.7 	
				----------	----------   
					10,018.5  		10,072.3  	
	Nuclear Fuel, Net				178.2  	191.1  	
	Construction Work in Progress				487.6  	494.2  	
	Leased Property, Net						176.0  	180.4  	
					---------- 	---------- 
						10,860.3     	10,938.0  	
					----------	---------- 
	CURRENT ASSETS		
	Cash and Temporary Cash Investments						71.5  	20.6  	
	Accounts Receivable, Net		
	  Customer						66.3  	75.2  	
	  Other				73.6  	72.0  	
	Inventories, at Average Cost		
	  Fossil Fuel				74.4  	78.3  	
	  Materials and Supplies				119.1  	123.4  	
	Deferred Energy Costs				64.0  	55.9  	
	Other				191.9  	60.8  	
					----------	---------- 
					660.8  	486.2  	
					----------	---------- 
					
	DEFERRED DEBITS AND OTHER ASSETS		
	Recoverable Deferred Income Taxes				2,057.4  	2,077.4  	
	Deferred Limerick Costs				385.0  	390.4  	
	Deferred Non-Pension Postretirement Benefits Costs			244.4  	248.1  	
	Investments				378.7  	296.9  	
	Loss on Reacquired Debt				301.9  	308.6  	
	Other				187.9  	215.0  	
					----------	---------- 
					3,555.3  	3,536.4  	
					----------	---------- 
	TOTAL			$15,076.4  	$14,960.6  	
				========== 	========== 
	

	

(continued on next page)









                             PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES		
	                                  CONDENSED CONSOLIDATED BALANCE SHEETS		
	                                          (Millions of Dollars)		
(Continued)



			          March 31,    December 31,	
			 1996 		   1995 	
		              (UNAUDITED)		
		              -----------      ----------
	                                                                                 
	CAPITALIZATION AND LIABILITIES		
	CAPITALIZATION		
	Common Shareholders' Equity		
	  Common Stock (No Par)			$3,516.8  	$3,506.3  	
	  Other Paid-In Capital				1.3  	1.3  	
	  Retained Earnings				1,067.4  	1,023.7  	
	Preferred and Preference Stock		
	  Without Mandatory Redemption				199.4  	199.4  	
	  With Mandatory Redemption				92.7  	92.7  	
	Company Obligated Mandatorily Redeemable Preferred Securities of a
	  Partnership, Which Holds Solely Subordinated Debentures of the Company		302.3  	302.3  	
	Long-Term Debt				4,199.0  	4,198.3  	
					----------	---------- 
					 9,378.9  	9,324.0 	
					----------	---------- 
	CURRENT LIABILITIES		
	Notes Payable, Bank		    		174.9  	    ---   
	
	Long-Term Debt Due Within One Year				250.6  	401.0  	
	Capital Lease Obligations Due Within One Year				60.3  	60.3  	
	Accounts Payable				240.1  	299.7  	
	Taxes Accrued				140.9  	107.6  	
	Deferred Income Taxes				20.8  	17.1  	
	Interest Accrued				91.5  	88.0  	
	Dividends Payable				31.0  	20.7  	
	Other				109.5  	82.8  	
					----------	---------- 
					1,119.6  	1,077.2  
					----------	---------- 
	DEFERRED CREDITS AND OTHER LIABILITIES		
	Capital Lease Obligations				115.7  	120.1  	
	Deferred Income Taxes				3,329.5  	3,312.6  	
	Unamortized Investment Tax Credits				347.9  	351.6  	
	Pension Obligation for Early Retirement Plans				216.3  	216.3  	
	Non-Pension Postretirement Benefits Obligation				335.0  	326.3  	
	Other				233.5  	232.5  	
					----------	---------- 
					4,577.9  	4,559.4  	
					----------	---------- 
	COMMITMENTS AND CONTINGENCIES (Note 7)		
					----------	---------- 
	TOTAL			$15,076.4  	$14,960.6  	
					==========	========== 



                         See Notes to Condensed Consolidated Financial Statements.	







                                  PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES		
	                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		
	                                                (Unaudited)		
	                                          (Millions of Dollars)		
				                3 Months Ended		
				                   March 31,		
				----------------------------
			   	        1996  	        1995  	
				    	        -------- 	     -------- 
	                                                                       
	CASH FLOWS FROM OPERATING ACTIVITIES		 		 		
	
	NET INCOME			$150.3 	$152.0   
	Adjustments to Reconcile Net Income to Net Cash		
	  Provided by Operating Activities:		
	Depreciation and Amortization			133.7	127.6  
	Deferred Income Taxes			39.5	32.3 	
	Deferred Energy Costs			(8.1) 	(10.6)	
	Changes in Working Capital:		
	 Accounts Receivable			7.3 	22.9 
	 Inventories			8.2 	11.5	
	 Accounts Payable			(59.6) 	(98.1)	
	 Other Current Assets and Liabilities			(67.6)	(1.3)	
	Other Items Affecting Operations			53.4  	5.9 	
				-------- 	-------- 
	NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES			257.1  	242.2  	
				-------- 	-------- 

	
	CASH FLOWS FROM INVESTING ACTIVITIES		
	
	Investment in Plant			(69.1)	(124.2)	
	Increase in Investments			(81.8)	(6.0)	
				-------- 	-------- 
	NET CASH FLOWS USED BY INVESTING ACTIVITIES			(150.9)	(130.2)	
				-------- 	-------- 
	

	CASH FLOWS FROM FINANCING ACTIVITIES		
	
	Change in Short-Term Debt			174.9 	(11.5)	
	Issuance of Common Stock		 	10.5 	4.2  	
	Issuance of Long-Term Debt			34.0  	 --	
	Retirement of Long-Term Debt			(184.4)	(9.8)	
	Loss on Reacquired Debt			6.7  	6.7  	
	Dividends on Preferred and Common Stock			(104.3)	(95.8)	
	Change in Dividends Payable			10.3  	13.0  	
	Other Items Affecting Financing			(3.0) 	0.6  	
				-------- 	-------- 
	NET CASH FLOWS USED BY FINANCING ACTIVITIES			(55.3)	(92.6) 	
				-------- 	-------- 
	INCREASE IN CASH AND CASH EQUIVALENTS			50.9  	19.4  	
				-------- 	-------- 
	CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			20.6  	47.0  	
				-------- 	-------- 
	CASH AND CASH EQUIVALENTS AT END OF PERIOD			$71.5  	$66.4  	
				======== 	======== 



See Notes to Condensed Consolidated Financial Statements.





	During the first quarter of 1996, the Company used 
internally generated funds and the proceeds from short-term 
borrowings to reduce long-term debt by $184 million.  The Company 
also issued $34 million of long-term debt, the proceeds of which 
will be used to refund higher-cost debt.
			*          *          *          *
	At March 31, 1996, the Company and its subsidiaries had $175 
million of short-term borrowings outstanding.  The Company has 
formal and informal lines of bank credit aggregating $274 
million.  At March 31, 1996, the Company and its subsidiaries had 
$1.5 million of short-term investments.
	*          *          *          *
	The Company's Ratio of Earnings to Fixed Charges (Mortgage 
Method) for the twelve months ended March 31, 1996 was 5.07 times
compared to 3.42 times for the corresponding period ended March 
31, 1995.  The Company's Ratio of Earnings to Combined Fixed 
Charges and Preferred Stock Dividends (Articles of Incorporation 
Method) for the twelve months ended March 31, 1996, was 2.79 
times compared to 2.02 times for the corresponding period ended 
March 31, 1995.  For the three months ended March 31, 1996, the 
Company's Ratio of Earnings to Fixed Charges (SEC Method) and 
Ratio of Earnings to Combined Fixed Charges and Preferred Stock 
Dividends (SEC Method) were 3.59 times and 3.33 times, 
respectively compared to 3.27 times and 3.07 times, respectively, 
for the corresponding period ended March 31, 1995.  See the 

EX-12

     							      	EXHIBIT 12-1

	PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
	COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
	SEC METHOD
	($000)
                                               
										   3 MONTHS  
                     						                                                 ENDED
                                                              						       03/31/96 
										      --------------
	      	                                              
	
NET INCOME	$150,280

ADD BACK:

- - INCOME TAXES:
     OPERATING INCOME	103,909
     NON-OPERATING INCOME	  (624)
		-------
  NET TAXES	103,285

- - FIXED CHARGES:
     INTEREST APPLICABLE TO DEBT      	 95,961
     ANNUAL RENTALS	2,299
		-------
     TOTAL FIXED CHARGES	97,990
		        
ADJUSTED EARNINGS INCLUDING AFUDC	  $ 351,555
		=========
RATIO OF EARNINGS TO FIXED CHARGES	3.59
		         ====

EX-12

									  EXHIBIT 12-2

	PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
	COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
	AND PREFERRED STOCK DIVIDEND REQUIREMENTS
	SEC METHOD
	($000)
                                                 
										    3 MONTHS 
                                              						                       ENDED
                                          						                      03/31/96 
	                                                               ----------------
	                                              
				            
NET INCOME	$150,280
ADD BACK:
- - INCOME TAXES:
     OPERATING INCOME	 103,909
     NON-OPERATING INCOME	  (624)
		-------
     NET TAXES      	103,285

- - FIXED CHARGES:
     INTEREST APPLICABLE TO DEBT	  95,961
     ANNUAL RENTALS    	2,299
		-------
     TOTAL FIXED CHARGES	 97,990

EARNINGS REQUIRED FOR PREFERRED DIVIDENDS:                      
     DIVIDENDS ON PREFERRED STOCK	 4,509
     ADJUSTMENT TO PREFERRED DIVIDENDS*	 3,099
		-------
		 7,608

FIXED CHARGES AND PREFERRED DIVIDENDS 	$105,598
		========

EARNINGS BEFORE INCOME TAXES AND 
     FIXED CHARGES	$ 351,555
		========
RATIO OF EARNINGS TO COMBINED FIXED CHARGES 
     AND PREFERRED STOCK DIVIDEND REQUIREMENTS	3.33
		====




 * ADDITIONAL CHARGE EQUIVALENT TO EARNINGS REQUIRED
   TO ADJUST DIVIDENDS ON PREFERRED STOCK TO A PRE-TAX BASIS

        

EX-27

 

<ARTICLE> UT
<MULTIPLIER> 1,000,000
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                        10860
<OTHER-PROPERTY-AND-INVEST>                        379
<TOTAL-CURRENT-ASSETS>                             661
<TOTAL-DEFERRED-CHARGES>                          2687
<OTHER-ASSETS>                                     490
<TOTAL-ASSETS>                                   15076
<COMMON>                                          3517
<CAPITAL-SURPLUS-PAID-IN>                            1
<RETAINED-EARNINGS>                               1067
<TOTAL-COMMON-STOCKHOLDERS-EQ>                    4586
<PREFERRED-MANDATORY>                               93
<PREFERRED>                                        199
<LONG-TERM-DEBT-NET>                              4199
<SHORT-TERM-NOTES>                                 175
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                      251
<PREFERRED-STOCK-CURRENT>                            0
<CAPITAL-LEASE-OBLIGATIONS>                        116
<LEASES-CURRENT>                                    60
<OTHER-ITEMS-CAPITAL-AND-LIAB>                    5398
<TOT-CAPITALIZATION-AND-LIAB>                    15076
<GROSS-OPERATING-REVENUE>                         1171
<INCOME-TAX-EXPENSE>                               104
<OTHER-OPERATING-EXPENSES>                         813
<TOTAL-OPERATING-EXPENSES>                         917
<OPERATING-INCOME-LOSS>                            253
<OTHER-INCOME-NET>                                   1
<INCOME-BEFORE-INTEREST-EXPEN>                     254
<TOTAL-INTEREST-EXPENSE>                           104
<NET-INCOME>                                       150
<PREFERRED-STOCK-DIVIDENDS>                          5
<EARNINGS-AVAILABLE-FOR-COMM>                      146
<COMMON-STOCK-DIVIDENDS>                            97
<TOTAL-INTEREST-ON-BONDS>                           89
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