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: April 1, 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 April 1, 1997, the Company issued the following press release:

"PECO ENERGY ANNOUNCES THE INTENTION TO REPURCHASE COMMON STOCK

PECO Energy  Company today  announced that its Board of Directors has authorized
the  repurchase of up to 5 million  shares of its common stock from time to time
in open  market,  privately  negotiated  and/or other types of  transactions  in
conformity  with  the  rules  of the  Securities  and  Exchange  Commission.  In
authorizing  the  repurchase  of shares,  the Board noted that,  in light of the
current market price of the Company's common stock,  the proposed  repurchase of
shares  represent a prudent  investment.  The  Company's  decision to repurchase
shares is not dependent on the  proceedings  currently  before the  Pennsylvania
Public Utility Commission."

                                      * * *

On March 31, 1997, the Company issued the following press release:

"PECO ENERGY TO FILE RESTRUCTURING PLAN
DETAILING BLUEPRINT FOR CUSTOMER CHOICE

PECO Energy will file a comprehensive restructuring plan tomorrow (April 1) with
the  Pennsylvania  Public  Utility  Commission  (PUC),  detailing  the Company's
proposed plan to implement full customer choice of electric generation supply.

The filing,  which is required under the Commonwealth's  Electricity  Generation
Competition and Customer Choice Act, will propose:

Procedures  for ensuring  direct  customer  access,  beginning  in 1999,  to all
licensed electric generation suppliers.

Unbundled rates for generation, transmission, distribution and other services.

An initial plan to meet universal service and energy conservation obligations to
assist low income customers.

The recovery of $6.8 billion in net  transition  and  stranded  costs  through a
Competitive Transition Charge (CTC) or Intangible Transition Charge (ITC), which
will not increase customer bills.

Proposed tariff provisions and rate schedules.

A broad based consumer  education  program to thoroughly  inform customers about
competition and the transition to full customer choice.

PECO  Energy's  proposed  restructuring  plan is  grounded  in four  fundamental
principles:


To furnish  customers with the  information and procedures they need to exercise
their statutory right to choose generation suppliers.

To provide  qualified  alternative  suppliers  direct  access to  customers on a
non-discriminatory basis.

To maintain the  reliability  and quality of service to customers  regardless of
whom they select as their generation supplier.

To ensure that existing universal service and energy  conservation  programs for
low income customers are not adversely affected.

The Company said the plan is designed to `enable alternative suppliers to obtain
direct  access to  customers  in a manner that is fair to all  participants  and
maximizes  the  probability  that a  robust,  competitive  market  for  electric
generation  will  develop  in  the  Company's  existing  service  area,  without
compromising existing levels of reliability.'

As the phase-in to full customer  choice is  implemented in three steps in 1999,
2000 and 2001,  PECO Energy  proposes  that  residential  customers  be randomly
selected by an  independent  third party,  and that  commercial  and  industrial
customers be selected on a `first-come-first-served' basis.

Under the Competition Act, only electric generation service will be deregulated.
PECO Energy will continue to deliver the  electricity  to its customers  through
its transmission and distribution  facilities,  and to provide customer services
such as meter reading, billing and outage restoration.

PECO Energy's  restructuring plan does not request any additional refinancing of
its generation  related assets during the transition from regulation to customer
choice. The Company filed in January to securitize,  or refinance,  $3.6 billion
of its estimated  transition  costs. If that  securitization  is approved by the
PUC,  PECO Energy  estimates  that  customers  could  realize up to $111 million
annually in rate reductions, or an average reduction of 3.4 percent.

On transition and stranded cost recovery, the filing states that it `is not only
just and  reasonable,  but is also required if PECO is to be treated  fairly for
the  investments it has made,  and costs it has occurred,  in furtherance of its
past and ongoing statutory obligation to serve.

`PECO's  stranded costs represent  either  expenditures  that it  unquestionably
would be allowed to recover  absent the  introduction  of competition or prudent
investment in electric  generation  facilities that were constructed to meet the
future needs of the customers in its franchised service territory.

`In addition,  those  facilities  were planned and  installed to satisfy  retail
customer demands  throughout the transition  period in accordance with sound and
well established system planning principles.'


The  Company's  filing also includes a proposed $24 million  consumer  education
program involving a broad-based multi-media approach using direct mailings, bill
inserts,  radio and  television  advertisements,  newspaper  ads, news releases,
customer  meetings,  and a  toll-free  800  number  service  to answer  customer
questions.

The  communications  `will  emphasize  plain  language,  and will be  thoroughly
evaluated  on a  continuing  basis to ensure  their  effectiveness  in educating
consumers as to the choices available to them.'

Part of the education effort will involve  communications  specifically targeted
to low income  customers to help them maintain  their electric  service  through
such programs as the Company's  Customer  Assistance  Program (CAP),  Low Income
Usage Reduction Program (LIURP),  Low Income Heating Energy  Assistance  Program
(LIHEAP), and Matching Energy Assistance Fund (MEAF).

Currently,  PECO Energy has by far the largest and most comprehensive assistance
programs in the Commonwealth for low income customers, with approximately 40,000
customers  already  enrolled,  and the filing  indicates the Company  intends to
build upon these programs in the future.

PECO  Energy  is one of the  first  utilities  in the  Commonwealth  to file its
restructuring  plan.  The PUC is required to hold  hearings on the plan,  and to
provide a ruling by the end of the year."

                                      * * *


                                   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


April 1, 1997