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 9, 1998



                               PECO ENERGY COMPANY
             (Exact name of registrant as specified in its charter)



             PENNSYLVANIA           1-1401              23-0970240
            (State or other    (SEC file number)     (IRS Employer
            jurisdiction of                          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,  the  Company  has been  involved  in a  restructuring
proceeding,  which began April 1, 1997, pursuant to the Pennsylvania Electricity
Generation Customer Choice and Competition Act.

On December 23, 1997, the Pennsylvania  Public Utility  Commission (PUC) entered
an Opinion and Order in the  proceeding.  On January 7, 1998,  the Company filed
with  the PUC a  Petition  for  Rehearing,  Reconsideration,  Clarification  and
Amendment of the Opinion and Order. The petition  identifies eight errors in the
PUC's  quantification  of stranded  costs which  understated  the level of these
costs by $629  million and one error  which  overstated  stranded  costs by $471
million (net impact of errors is $158 million).  It also requests  clarification
of the PUC's discussion of the Company's consumer education program and requests
a stay for several months of the  requirement  that the open  enrollment  period
begin March 1, 1998. Although the petition identifies certain specific errors in
the  December  23, 1997 Order,  it does not  address the  Company's  fundamental
concerns  with the  Order.  As a  result,  and  consistent  with its  intent  to
vigorously oppose the implementation of the Order, the Company is evaluating its
options with respect to appeals and other legal challenges.

The  Company  is  continuing  to  evaluate  the  financial  impact of the Order,
including  the impact on the Company's  accounting  and whether the Company will
incur a significant charge against earnings as a result of the Order. The impact
of competition on the Company's financial condition will depend on many factors,
including,  among  other  things,  future  energy  prices and fuel costs and the
Company's  ability to compete for  wholesale  and retail  generation  customers.
Based on its preliminary  analysis,  the Company  believes that the December 23,
1997 Order, if implemented,  could jeopardize the Company's  ability to earn the
current dividend and could threaten the Company's credit ratings.











                                   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. Barry Mitchell
                                                         -----------------------
                                                         Vice President, Finance
                                                              and Treasurer

January 9, 1998