Form 12b-25
  [As last amended in release No. 34-31905, February 23, 1993, 58 F.R. 14628.]

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING
                                  (Check One):

     [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [X] Form 10-Q  [ ] Form N-SAR
     For Period Ended:     June 30, 1994
                        -----------------
     [  ]Transition Report on Form 10-K
     [  ]Transition Report on Form 20-F
     [  ]Transition Report on Form 11-K
     [  ]Transition Report on Form 10-Q
     [  ]Transition Report on Form N-SAR
     For the Transition Period Ended...........................................
                                                                         
            
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

                                                                         
            

If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

...............................................................................

..............................................................................

                                                                      
            
Part I - Registrant Information
                                                                           
            

     Full Name of Registrant:  PECO Energy Capital, L.P.
     Former Name if Applicable

      1013 Centre Road, Suite 350F
      -----------------------------
     Address of Principal Executive Office (Street and Number)

     Wilmington, Delaware  19805
     ------------------------------
     City, State and Zip Code
                                                                               
                                         
Part II - Rules 12b-25(b) and (c)
                                                                              
            
If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     (a) The reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

     (b) The subject annual report,  semi-annual  report,  transition  report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

     (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
                                                                       

         






 Part III - Narrative
                                                                        
            
State below in reasonable  detail the reasons why Form 10-K,  20-F,  11-K, 10-Q,
N-SAR or the transaction report or portion thereof could not be filed within the
prescribed time period.

See attached sheet.                        (Attached Extra Sheets if Needed)


Part IV - Other Information
                                                                         
            

     (1) Name and telephone number of person to contact in regard to this 
         notification

          Brian D. Doerner                         (215)          864-8615
          ----------------                        ------         ----------
            (Name)                              (Area Code)  (Telephone Number)

     (2) Have all other periodic  reports  required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).
                                                              [ X] Yes [  ] No
     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                              [  ] Yes [ X] No

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.


                           PECO Energy Capital, L.P.
                        --------------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

 Date September 9, 1994       By  /S/  J. Barry Mitchell
      -----------------           ---------------------------
                                       J. Barry Mitchell, 
                                       President, PECO Energy Capital Corp., 
                                       its sole general partner

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                   ATTENTION
     Intentional  misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
            






                                                      PECO Energy Capital, L.P.
                                                                    Form 12b-25

                             PART III - ATTACHMENT



     PECO Energy Capital,  L.P. ("PECO Energy Capital")  operates as a financing
vehicle for PECO Energy Company ("PECO Energy"),  a reporting  company under the
Securities Exchange Act of 1934 (the "Exchange Act"). PECO Energy Capital Corp.,
the sole general partner of PECO Energy Capital, is a wholly owned subsidiary of
PECO Energy.  Pursuant to Registration  Statement Nos. 33-53875 and 33-53785-01,
PECO Energy Capital  issued  8,850,000 9% Cumulative  Monthly  Income  Preferred
Securities,  Series  A  on  July  27,  1994.  These  Securities  are  fully  and
unconditionally  guaranteed by PECO Energy.  Given the above facts,  PECO Energy
Capital  submitted a No-Action  letter on August 16, 1994  requesting  no-action
relief from the Securities and Exchange  Commission pursuant to Section 12(h) of
the  Exchange  Act from the  reporting  requirements  under  the  Exchange  Act.
No-Action relief has been granted to numerous registrants in similar situations.
We understand from  discussions with the staff of the Commission that a decision
from the staff regarding our No-Action  letter should be forthcoming in the next
few days. Because the registration statement filed by PECO Energy Capital became
effective on July 26, 1994, absent no-action  relief,  PECO Energy Capital would
be required to file its first Form 10-Q on September 9, 1994. In addition, as of
June 30, 1994,  the end of its most recent fiscal  quarter,  PECO Energy Capital
had no income or expenses or assets. For this reason, the expense of preparing a
potentially   unnecessary  Form  10-Q,  which  will  not  contain  any  material
information  except  for  information  which  is in the  Registration  Statement
already, is unreasonable.