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 3, 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

As previously reported in the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1996, several bills had been introduced in
the Pennsylvania General Assembly that would require the Pennsylvania Public
Utility Commission (PUC) to adopt a plan to restructure the electric utility
industry.

In November, at the direction of the Governor of Pennsylvania, and
under the leadership of the Chairman of the PUC, a two-month collaborative
effort was successful in reaching a consensus on a bill to implement retail
customer choice of electric generation supplier in Pennsylvania (Consensus
Bill).

On December 3, 1996, Pennsylvania Governor Tom Ridge signed into law
the Consensus Bill, officially known as the Pennsylvania Electricity Generation
Customer Choice and Competition Act (Act). The Act provides for the unbundling
of electric services into separate generation, transmission and distribution
services with open retail competition for generation. Full electric generation
competition would be phased in three steps over a two-year period beginning
January 1, 1999. Electric distribution and transmission services, under the Act,
would remain regulated. Utilities are to submit to the PUC their restructuring
plans, including their stranded costs which will result from competition, by
April 1, 1997. Utilities will have a duty to mitigate these stranded costs. The
portion of these mitigated stranded costs that the PUC determines to be just and
reasonable to recover from ratepayers would be recovered by utilities through a
"competitive transition charge," which could be imposed for up to nine years (or
for an alternative period determined by the PUC for good cause shown). The Act
also provides a mechanism for reducing a utility's stranded investment and
related capitalization through the issuance of "transition bonds." The
transition bonds would be repaid through the imposition of "intangible
transition charges" in lieu of competitive transition charges. Among other
things, the Act also provides for all electric rates to be capped for a period
of four and one-half to nine years.






                                 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 3, 1996