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: November 7, 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 November 7, 1997, PECO Energy Company  (Company) filed with the  Pennsylvania
Public  Utility  Commission  (PUC)  testimony  in  the  Company's  restructuring
proceeding. The testimony is the latest filing by the Company in the proceeding,
which began April 1, 1997, pursuant to the Pennsylvania  Electricity  Generation
Customer Choice and Competition Act (Competition Act).

The  testimony  supports the  Company's  position that the PUC should reject the
proposal filed by Enron Energy Services Power,  Inc. (Enron) on October 7, 1997.
The filing outlines deficiencies,  inaccuracies and technical flaws in the Enron
proposal  and  explains  why it is  unachievable  and cannot  deliver its stated
savings to customers.


BACKGROUND
On  August  27,  1997,  the  Company  and a group of  intervenors  filed a Joint
Petition for Partial  Settlement  (Pennsylvania  Plan). The  Pennsylvania  Plan,
which must be approved by the PUC, includes the following parties:  the Company;
Senator Vincent J. Fumo; Lance S. Haver; the Consumers  Education and Protective
Association  et al.  (CEPA);  the  Office of Trial  Staff  (OTS);  the Office of
Consumer  Advocate  (OCA);  the Office of Small Business  Advocate  (OSBA);  the
Philadelphia  Area  Industrial   Energy  Users  Group  (PAIEUG);   the  American
Association of Retired Persons (AARP) and the Department of the Navy. On October
9,  1997,  the PUC  issued  an order  consolidating  consideration  of the Enron
proposal in its review of the Pennsylvania Plan.


THE PENNSYLVANIA PLAN
The Pennsylvania Plan proposes: a guaranteed 10-percent rate cut on September 1,
1998; an accelerated  two-year phase-in of customer choice,  with 100 percent of
the Company's  customers eligible to choose a power supplier by January 2, 2000;
an initial  energy/capacity  credit of 2.8 cents/kWh;  the  opportunity  for the
Company to recover over a transition  period $5.46 billion of its stranded costs
through a non-bypassable  competitive  transition charge (CTC) and/or intangible
transition  charge (ITC);  the  authorization  for the Company to issue up to $4
billion of transition bonds; and a write, by the Company, of at least $2 billion
of unrecovered stranded costs.

THE ENRON PROPOSAL
The Enron proposal purports to provide customers a 20-percent rate cut beginning
September 1, 1998,  effected through a realigned CTC/ITC rate structure.  Energy
and  capacity  would be  initially  priced at 3.48  cents/kWh.  The  proposal is
totally  dependent  on the Company  securitizing  $5.46  billion of its stranded
costs through the issuance of transition bonds with a stated coupon rate of 9.66
percent.  Enron would  re-securitize  the bonds by selling Class A  pass-through
securities  at market  rates and  retaining  the residual  Class B  pass-through
securities.  Enron would become the default  supplier in the  Company's  service
territory,  although the Company would serve the default customers' load under a
Power Purchase Agreement.







KEY FINANCIAL CONSIDERATIONS
The following is a summary of certain aspects of the Company's testimony:

              SECURITIZATION UNDER THE ENRON PROPOSAL IS NOT ACHIEVABLE.
              - The revenue stream included in the Enron proposal is not
                sufficient  to  service  the  bonds  in  the  early  years.  The
                shortfall  stems in part from Enron's  failure to reflect  gross
                receipts tax in the ITC rates.

              - It is highly  unlikely that the Enron proposal would receive the
                necessary tax rulings from the Internal Revenue Service.

              - The Enron proposal violates provisions of the Company's mortgage
                related to the release of property.

              IF IMPLEMENTED, THE ENRON PROPOSAL WOULD DESTROY THE COMPANY'S 
              FINANCIAL INTEGRITY.
              - The Company expects that it would not maintain an investment-
                grade rating of its mortgage bonds.

              - The Company would experience a negative net cash flow (cash from
                operations less scheduled  maturities,  capital expenditures and
                common  dividends)  of $709  million  in 1999  and a  cumulative
                negative net cash flow of $2.9 billion through 2005.

              - Earnings  per share would show a loss of $0.22 per share in 1999
                and would not exceed  $0.97 per share  during the period 2000 to
                2005 (see note below).

              OTHER ISSUES
              - The Enron proposal violates the Competition Act.

              - The proposal is dependent on a Power Purchase Agreement that
                is one-sided, undervalued and transfers all risk to the
                Company without due compensation from Enron.  The Company
                would never sign such an agreement.

              - Enron's  analysis  of market  prices for energy and  capacity is
                seriously  flawed  and  provides  no  evidentiary  basis for the
                generation credits.

              - Enron's proposed  requirement that the Company not be allowed to
                market power using its corporate name is anti-competitive.

              - Many other provisions, including the proposed services agreement
                and  tariff  revisions,  are not in the  best  interests  of the
                Company and its customers.

A PUC decision is scheduled for December 11, 1997.

(Note)  - The  Company  cannot  currently  predict  what  decision  the PUC will
ultimately reach in the Company's  restructuring  proceeding or what impact that
decision will  ultimately  have on the  Company's  future  financial  condition,
results of operation or common stock dividend. The estimates are not intended to
be and should not be used as a forecast or projection  of the  Company's  future
financial condition or results of operation.
                                     * * * *






                                   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


November 10, 1997