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



                               September 14, 1999
                                (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 include  forward-looking  statements.  PECO
Energy  Company's  (the Company)  current  expectations,  anticipated  plans and
estimates set forth in these  statements are dependent on numerous factors which
may change,  including  plant  operating  conditions,  execution of a definitive
agreement  and power market  prices.  Readers are  cautioned  not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this Report.

On September 14, 1999, GPU, Inc. (GPU) and AmerGen Energy Company (AmerGen), the
joint venture between the Company and British  Energy,  Inc.  (British  Energy),
announced  that they have  reached an  agreement  in  principle  for  AmerGen to
acquire  Oyster  Creek  Nuclear  Generating  Facility  (Oyster  Creek)  in Lacey
Township,  NJ, for $10  million.  The Oyster Creek  facility is a  619-megawatt,
single boiling water reactor with a license life expiring in April 2009.

AmerGen will assume full responsibility for the decommissioning of Oyster Creek.
At closing,  anticipated  in March 2000,  GPU will  provide  approximately  $430
million which is  anticipated to be sufficient to  decommission  Oyster Creek at
the end of its expected license life based on the current  estimates of the cost
to decommission the plant and the expected earning potential of the funds.

Under the  agreement,  GPU will fund,  subject to  certain  limitations,  Oyster
Creek's next refueling outage, scheduled to begin in September 2000. The cost of
the outage is currently estimated to approximate $84 million,  including nuclear
fuel costs.  AmerGen will reimburse GPU for the outage costs, subject to certain
limitations,  in  nine  equal  annual  installments,  commencing  on  the  first
anniversary date of the transaction closing.

GPU will be responsible  for severance  payments to Oyster Creek employees for a
two-year  period  following   closing  and  for  benefits  payable  under  GPU's
transition  program.  The agreement  limits GPU's liability for benefits paid to
Oyster Creek employees.

AmerGen will adopt  employee  benefit plans that provide  substantially  similar
benefits to GPU's  plans.  AmerGen  will also assume the  collective  bargaining
agreement covering the Oyster Creek union employees and will recognize the union
as the bargaining agent.

The agreement  also calls for a power purchase  agreement  (PPA) under which GPU
will purchase 100% of Oyster  Creek's energy output and capacity for three years
at a fixed  price  of  $33.66/MWh,  subject  to  certain  seasonal  adjustments.
Following  the  expiration  of the PPA,  AmerGen will sell all energy output and
capacity associated with Oyster Creek in the wholesale power market.

The  transaction is subject to the  negotiation  of a definitive  asset purchase
agreement which is expected by  mid-October.  The sale is subject to approval by
the Nuclear Regulatory Commission, the Federal Energy Regulatory Commission, the
New Jersey  Board of Public  Utilities,  and the receipt of  favorable  Internal
Revenue Service rulings.

Based on the terms of the agreement in  principle,  the Company  estimates  that
this  transaction  will result in a reduction  to earnings per share of $0.04 in
2000 and be accretive to earnings thereafter.

                                   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

September 16, 1999