UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT




                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934




                           Date of Report: May 2, 2000
                       (Date of earliest event reported)



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




          PENNSYLVANIA                1-1401              23-0970240
        (State or other             (Commission         (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

The matters discussed in this Report under Use of Proceeds and Financial
Benefits are forward-looking statements. The Company's current expectations,
anticipated plans and estimates set forth in these statements are dependent on
numerous factors which may change, including market conditions, the price of the
Company's Common Stock and the timing and amount of Common Stock repurchased by
the Company. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Report.

On May 3, 2000, the Company issued the following press release.

PECO ENERGY TRANSITION TRUST COMPLETES
SECOND SECURITIZATION DEAL WITH CLOSING OF
$1 BILLION ASSET-BACKED BOND SALE

PHILADELPHIA, PA, May 3, 2000 - PECO Energy Transition Trust, a special purpose
independent entity created by PECO Energy Company, closed yesterday on the sale
of $1 billion in asset-backed transition bonds, its second securitization of the
Company's stranded cost recovery financing of debt in the last 14 months.
Salomon Smith Barney was lead underwriter.

All of the AAA-rated transition bonds were non-callable, fixed-rate securities.
They were sold in four classes:

$110 million 7.18% coupon A-1 series bonds repayable in 1.1 years
$140 million 7.30% coupon A-2 series bonds repayable in 2.1 years
$398.8 million 7.625% coupon A-3 series bonds repayable in 8.8 years
$351.2 million 7.65% coupon A-4 series bonds repayable in 9.3 years

The weighted cost of the transition bonds is approximately 7.77%. This is an
effective rate which includes the impacts of hedging arrangements.

The Company intends to use the proceeds from the securitization to repurchase
debt and equity in roughly equal amounts. Approximately 50% of the proceeds of
this bond issuance will be used to repurchase approximately 12 million shares of
common stock through the settlement of a forward purchase agreement that was put
in place during the first quarter of 2000. This forward purchase agreement will
be settled today, May 3, 2000.

The Company announced today that it is offering to purchase for cash any and all
of its First and Refunding Mortgage Bonds, 7.5% Series due 2002, with an
aggregate principal amount outstanding of $100 million, and 8% Series due 2002,
with an aggregate principal amount outstanding of $200 million. Credit Suisse
First Boston Corporation will serve as Dealer Manager for the tender offers.

The Company also announced its intention to call for redemption its First and
Refunding Mortgage Bonds, 7.375% Series due 2001, with an aggregate principal
amount outstanding of $80 million and its First and Refunding Mortgage Bonds,
10.25% Series due 2007, with an aggregate principal amount outstanding of $32.5





million on August 1, 2000. The remaining proceeds from the bond issuance will be
used to reduce other debt.


After deploying the proceeds from the sale of transition bonds as described
above, the Company expects a slight increase in earnings per share in 2000 and
an increase in earnings per share of approximately $0.15 per share in subsequent
years without reflecting the impact of the 2001 retail electric rate reduction.
These earnings per share estimates could change and are largely dependent upon
the timing and price of debt repurchases.

PECO Energy Transition Trust was formed to securitize the Company's stranded
cost recovery, issue and service the bonds. The Pennsylvania Public Utility
Commission (PA-PUC) approved the 12-year recovery of $5.26 billion of the
Company's stranded costs.

PECO Energy securitized $4 billion of its recoverable stranded costs through
PECO Energy Transition Trust in March 1999, one of the first and the largest
securitized bond sale in the nation. The PA-PUC granted PECO Energy the right to
securitize an additional $1 billion on March 16, 2000.

The following information was released to the financial community:

Summary of Issuance:
o    On May 2, 2000, PECO Energy Transition Trust issued an additional $1
     Billion of Transition Bonds to securitize a portion of PECO Energy's
     stranded costs.
o    The bonds are fixed-rate, AAA-rated securities in four different tranches
     with varying maturities.
o    The bonds will be serviced through a non-bypassable Intangible Transition
     Charge (ITC) carved out of our existing Competitive Transition Charge
     (CTC).
o    The expected life to maturity of the bond tranches range from 1 to 10
     years.
o    The weighted cost of the Transition Bonds is approximately 7.77% - this is
     an effective rate, which includes the impacts of Treasury Bond hedging
     arrangements.

Background:
o    Pennsylvania's Competition Act and PECO's qualified rate order originally
     authorized the securitization of $4 Billion of PECO's $5.26 Billion in
     stranded costs, and provided for an irrevocable ITC to recover from
     customers the interest and principal of the bonds. The $4 Billion of
     Transition Bonds were issued in March of 1999.
o    In January 2000, PECO Energy Company requested authorization from the PA
     Public Utility Commission to securitize an additional $1 Billion. The PUC
     granted that request on 3-16-2000.





Use of Proceeds:
o    The Competition Act requires that the proceeds from the issuance of the
     transition bonds be applied principally to reduce the capital structure.
o    PECO will apply the proceeds from the sale of the bonds to repurchase debt
     and equity in roughly equal amounts.
o    Approximately 50% of the proceeds of this bond issuance will be used to
     repurchase 12 M shares of common stock through the settlement of a forward
     purchase agreement that was put in place during the first quarter of 2000.
     This forward purchase agreement will be settled today, May 3, 2000.
o    The weighted average cost of debt eliminated is approximately 7.8%, and
     will be reduced in the following manner:
          o    $50 M reduction in Accounts Receivable program (6%)
          o    $420 M redemption of fixed series debt:
                    - 8% Series due 4/1/02 (tender)
                    - 7.5% series due 7/15/02 (tender)
                    - 7.375% series due 12/15/01 (call 5/3/00)
                    - 10.25% series due 8/1/07 (call 8/1/00)

o    Although our ultimate debt to total capital goal is 45%, upon application
     of the proceeds we expect to have a debt ratio of approximately 57%
     (exclusive of the transition bonds). Given our strong financial position,
     we expect to return to our target of 45% over the next couple of years.

Bond Series:
The four tranches of Transition Bonds are as follows:
          o    $110 M of A-1 series bonds repayable in 1.11 years
          o    $140 M of A-2 series bonds repayable in 2.08 years
          o    $398.8 M of A-3 series bonds repayable in 8.75 years
          o    $351.2 of A-4 series bonds repayable in 9.34 years

Balance Sheet Implications:
o    The transition bonds will be accounted for on PECO's consolidated balance
     sheet. However, for debt rating purposes, the bonds will be excluded.
o    The $5.26 B Regulatory Asset "Competitive Transition Charge" is separated
     into two components: an ITC asset and a CTC asset. Upon the issuance of
     this additional $1 billion of transition bonds, the ITC asset will be
     approximately $5.0 B and the CTC asset will be approximately $0.26 B.

Income Statement Implications:
o    As part of the settlement agreement approved by the PA PUC, PECO is
     required to provide a one-year (2001) $60 million rate cut.
o    The two regulatory assets (CTC and ITC) will be amortized on the income
     statement in accordance with the amortization schedule set forth in our May
     1998 Final Restructuring order.
o    ITC revenue will be reflected in the income statement, but for debt rating
     purposes, the ITC revenue and related interest and amortization expense
     will be stripped out.
o    The shares outstanding for the company will be reduced by approximately
     12M, bringing the total to approximately 170 M (174 M average for the
     year.)
o    Interest expense in 2000 will reflect the elimination of $470 M of on, and
     off, balance sheet debt with the majority of these securities removed from
     PECO's balance sheet by the end of May 2000. The weighted average cost of
     the eliminated debt is approximately 7.8%





o    These interest savings will be more than offset by interest expense
     associated with the issuance of the transition bonds at a cost of
     approximately 7.77%.

Financial Benefits:
o    By converting $5.0 Billion of our $5.26 Billion of recoverable stranded
     costs to ITC, we've added an extra measure of certainty to our stranded
     cost recovery.
o    The impact of this additional $1 B securitization will be $0.01-$0.02
     accretive in 2000, and will be approximately ($0.05) (dilutive to PECO
     stand-alone earnings) in 2001, due to the one-year $60 M rate cut.
o    The full year benefit (without rate cut) of this securitization will be
     approximately $0.15 per share accretive to PECO stand-alone earnings.













                                   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/ Jean H. Gibson
                                             -----------------------------
                                             Vice President & Controller
May 3, 2000