Exhibit 99.4

                             BROKER DEALER LETTER

                              PECO ENERGY COMPANY

Offer to Exchange $250,000,000 5.95% First and Refunding Mortgage Bonds due 2011
                  Registered under the Securities Act of 1933
  for All Outstanding Unregistered $250,000,000 First and Refunding Mortgage
                                Bonds due 2011.

                                                                 July    , 2002

To:  Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

   PECO Energy Company (the "Company") is offering to exchange (the "Exchange
Offer"), upon and subject to the terms and conditions set forth in the
prospectus, dated July      , 2002 (the "Prospectus"), and the enclosed Letter
of Transmittal (the "Letter of Transmittal"), its $250,000,000 5.95% First and
Refunding Mortgage Bonds due 2011 which have been registered under the
Securities Act of 1933, as amended (the "Exchange Bonds"), for its outstanding
$250,000,000 5.95% First and Refunding Mortgage Bonds due 2011 (the "Original
Bonds"). The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement,
dated as of October 30, 2001, between the Company and the initial purchasers
referred to therein.

   We are requesting that you contact your clients for whom you hold Original
Bonds regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Original Bonds registered in your name or in the
name of your nominee, or who hold Original Bonds registered in their own names,
we are enclosing the following documents:

    1. Prospectus, dated July      , 2002;

    2. The Letter of Transmittal for your use and for the information of your
       clients;

    3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
       if time will not permit all required documents to reach the Exchange
       Agent prior to the Expiration Date (as defined below), or if the
       procedure for book-entry transfer cannot be completed on a timely basis;

    4. A form of letter which may be sent to your clients for whose account you
       hold Original Bonds registered in your name or the name of your nominee,
       with space provided for obtaining such clients' instructions with regard
       to the Exchange Offer;

    5. Guidelines for Certification of Taxpayer Identification Number on
       Substitute Form W-9; and

    6. Return envelopes addressed to Wachovia Bank, National Association, the
       Exchange Agent for the Original Bonds.

   Your prompt action is requested. The exchange offer will expire at     p.m.,
Eastern Standard time, on      , 2002, unless extended by the Company ("the
Expiration Date"). The Original Bonds tendered pursuant to the Exchange Offer
may be withdrawn at any time before     p.m., Eastern Standard time, on the
Expiration Date.

   The Company will not pay any fee or commission to any broker or dealer or to
any other person (other than the Exchange Agent for the Exchange Offer). The
Company will pay all transfer taxes, if any, applicable to the exchange of
Original Bonds pursuant to the Exchange Offer, on the transfer of Original
Bonds to it, except as otherwise provided in instruction 7 of the enclosed
Letter of Transmittal. The Company may reimburse brokers, dealers, commercial
banks, trust companies and other nominees for their reasonable out-of-pocket
expenses incurred in forwarding copies of the Prospectus, Letter of Transmittal
and related documents to the beneficial owners of the Original Bonds and in
handling or forwarding tenders for exchange.



   To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent, all in accordance with the instructions set forth in the Letter of
Transmittal and the Prospectus.

   If holders of Original Bonds wish to tender, but it is impracticable for
them to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures."

   Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials should be directed to the
Exchange Agent for the Original Bonds, at its address and telephone number set
forth on the front of the Letter of Transmittal.

                                          Very truly yours,

                                          PECO Energy Company

Enclosures

   Nothing herein or in the enclosed documents shall constitute you or any
other person as an agent of the Company or the Exchange Agent, or authorize you
or any other person to use any document or make any statements on behalf of
either of them with respect to the Exchange Offer, except for statements
expressly made in the Prospectus or the Letter of Transmittal.

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