COMMONWEALTH EDISON CO, U-3A-2, 1994-02-25

COMMONWEALTH EDISON CO
U-3A-2, 1994-02-25
ELECTRIC SERVICES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form U-3A-2
Annual Exemption Statement

Pursuant to Rule 2 of
The Public Utility Holding Company Act of 1935

For the Year Ended December 31, 1993

Commission File Number 69-201

COMMONWEALTH EDISON COMPANY
(Exact name of Claimant as specified in its charter)

36-0938600
ILLINOIS (IRS Employer
(State of incorporation or organization) Identification No.)

37th Floor
10 South Dearborn Street
Post Office Box 767
Chicago, Illinois 60690-0767
(Address of principal executive offices) (Zip Code)

Claimant's telephone number, including area code: 312/394-4321

<PAGE>

File No. 69-201
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A-2

STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

FOR THE YEAR ENDED DECEMBER 31, 1993

Commonwealth Edison Company (Claimant) hereby files with the
Securities and Exchange Commission, pursuant to Rule 2, its
statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935, and
submits the following information:

Item 1. Name, State of Organization, Location and Nature of
Business of Claimant and Every Subsidiary Thereof,
Other Than Any Exempt Wholesale Generator (EWG) or
Foreign Utility Company in Which Claimant Directly
or Indirectly Holds an Interest.

<TABLE>
<CAPTION>
State or
Jurisdiction
in Which
Name Incorporated
---------------------------------------------------- -----------
<S> <C>
Commonwealth Edison Company (Claimant) Illinois
Subsidiaries of Claimant:
Commonwealth Edison Company of Indiana, Inc. Indiana
CECo Enterprises Inc. Illinois
Northwind Inc. Illinois
CECo Holding Company Illinois
CECo Merging Corporation Illinois
Edison Development Company Delaware
Cotter Corporation New Mexico
Commonwealth Research Corporation Illinois
Concomber, Ltd. Bermuda
Edison Development Canada Inc. Canada
</TABLE>
Each of the above subsidiary companies is wholly-owned
(directly or indirectly) by the Claimant. Claimant has no
parent.

Claimant is principally engaged in the production, purchase,
transmission, distribution and sale of electricity in Illinois.

<PAGE>

Commonwealth Edison Company of Indiana, Inc. (Indiana
Company) is principally engaged in the production of electricity
which is sold to Claimant.

CECo Enterprises Inc. provides, through subsidiaries,
unregulated energy-related services to Claimant's customers and
others.

Northwind Inc. has been formed to provide energy-related
sevices to Claimant's customers and others.

CECo Holding Company has been formed to become, subject to
shareholder and applicable regulatory approvals, the parent
holding company for Claimant. [See CECo Holding Company
Application on Form U-1 under the Public Utility Holding Company
Act of 1935, filed February 4, 1994 (File No. 70-08353)]

CECo Merging Corporation has been formed to effect the merger
transaction whereby CECo Holding Company would become the parent
holding company. Subject to shareholder and applicable
regulatory approvals, CECo Merging Corporation will be merged
into Claimant, with the result that Claimant will become a
subsidiary of CECo Holding Company and the holders of Claimant's
Common Stock will become holders of CECo Holding Company's Common
Stock. The outstanding shares of Claimant's Preferred Stock and
Preference Stock will continue to be outstanding securities of
Claimant after the merger.

Edison Development Company owns coal land, land rights, and
mineral rights to low-sulfur coal, and has an interest in uranium
ore deposits for the purpose of furnishing Claimant with a future
source of fuel for electric generation. Edison Development
Company also has certain other real estate investments.

Cotter Corporation owns uranium mining properties in Colorado
and other Western states and a mineral processing plant to
furnish a supply of uranium concentrate for Claimant's nuclear
fuel requirements. See Note 17 of Notes to Financial Statements
contained in Exhibit A for additional information.

Commonwealth Research Corporation is engaged in research,
development and testing activities to ensure a safe, economical
and adequate electric power supply for Claimant.

Concomber, Ltd. insures liability risks of Claimant's
contractors arising from construction or other work in connection
with Claimant's business.

Edison Development Canada Inc. has an interest in uranium ore
deposits in Canada which were acquired for the purpose of
furnishing Claimant with a future supply of uranium concentrate
for its nuclear fuel requirements.

<PAGE>

Item 2. Brief Description of Properties of Claimant and the
Indiana Company.

Claimant's property and facilities are located primarily in
Illinois. Claimant owns 15 operating electric generating
stations: six nuclear generating stations located in Illinois
in or near Zion, Morris, Cordova, Seneca, Byron and Braidwood
and nine fossil generating stations located in Illinois in or
near Morris, Pekin, Joliet, Taylorville, Lockport, Waukegan and
Chicago. The electric generation, transmission, distribution
and general facilities represent approximately 69%, 9%, 19% and
3%, respectively, of Claimant's gross investment in electric
plant and equipment in service. Claimant also owns mineral
rights in certain Western states.

The Indiana Company owns the State Line generating station
located on Lake Michigan in Hammond, Indiana, having a net
generating capability of 490,000 kilowatts. This generating
facility represents approximately 87% of the Indiana Company's
gross investment in electric plant in service. The electric
transmission facilities of the Indiana Company are located in
Indiana and connect with those of Claimant at the three
interconnection points on the Illinois-Indiana state line
referred to in 3, 5 and 8 below.

The owned (non-summer) generating capability of Claimant and
the Indiana Company (the companies), is considered by the
companies to be 22,522,000 kilowatts, including nuclear units
aggregating 11,487,000 kilowatts, fossil units aggregating
9,703,000 kilowatts and peaking units aggregating 1,332,000
kilowatts. After deducting summer limitations of 557,000
kilowatts, the net summer generating capability of the companies
is considered by the companies to be 21,965,000 kilowatts. The
net generating capability available for operation at any time may
be less due to regulatory restrictions, fuel restrictions,
efficiency of cooling facilities and to generating units being
temporarily out of service for inspection, maintenance,
refueling, repairs or modifications required by regulatory
authorities.

The highest peak load experienced to date occurred on August
27, 1993 and was 17,771,000 kilowatts; and the highest peak load
experienced to date during a winter season occurred on January
18, 1994 and was 14,179,000 kilowatts. Claimant's kilowatthour
sales and generation are generally higher (primarily during the
summer periods but also during the winter periods) when
temperature extremes create demand for either summer cooling or
winter heating.

<PAGE>
Claimant owns or connects with electric transmission lines
which deliver or receive electric energy at or near the Illinois
state line at the following points of interconnection:

1. At the Illinois-Wisconsin state line, approximately 7
miles north of Waukegan, Illinois, for interconnection
with Wisconsin Electric Power Company.

2. At the Illinois-Wisconsin state line, approximately 5
miles west of South Beloit, Illinois, for interconnection
with Wisconsin Power & Light Company.

3. At the Illinois-Indiana state line, near the State
Line generating station of the Indiana Company in
Hammond, Indiana, for interconnection with the Indiana
Company.

4. At the Illinois-Indiana state line, near Lansing,
Illinois, for interconnection with Northern Indiana
Public Service Company.

5. At the Illinois-Indiana state line, near Steger,
Illinois, connecting with a transmission line of the
Indiana Company, for interconnection of Claimant's
transmission system with Indiana Michigan Power Company,
a subsidiary of American Electric Power Company, and
Northern Indiana Public Service Company.

6. At the Illinois-Indiana state line, near Beecher,
Illinois, for interconnection with Indiana Michigan Power
Company, a subsidiary of American Electric Power Company.

7. Near the Illinois-Iowa state line and Claimant's
Quad-Cities generating station near Cordova, Illinois,
for interconnection with Iowa-Illinois Gas and Electric
Company and Interstate Power Company.

8. Near the Illinois-Indiana state line south of 118th
Street in Hammond, Indiana, for interconnection with the
Indiana Company.

9. Near the Illinois-Indiana state line south of 118th
Street in Hammond, Indiana, for interconnection with
Northern Indiana Public Service Company.

<PAGE>

Item 3. Information Relating to Electric Energy Purchased
and Sold for the Year Ended December 31, 1993.

<TABLE>
<CAPTION>
Kilowatthours of Electricity
----------------------------
(In Thousands)
Indiana
Claimant Company
------------- ----------
<S> <C> <C>
(a) Electric energy sold-
At retail................. 74,344,395 -
At wholesale ............. 13,416,516 1,449,851(1)
(b) Electric energy distributed
at retail outside the state
in which the company is
organized................... - -
(c) Electric energy sold at
wholesale outside the state
in which the company is
organized or at the state
line........................ 2,788,437 1,449,851(1)
(d) Electric energy purchased
outside the state in which
the company is organized or
at the state line........... 1,648,928(1) -
</TABLE>
NOTE:

(1) Includes 1,449,851,000 kilowatthours of electricity sold by
the Indiana Company to Claimant at the Illinois-Indiana
state line.

Item 4. Information Relating to Interests Which Claimant
Holds, Directly or Indirectly, in EWGs.

None.

<PAGE>

EXHIBIT A

The following consolidating financial statements of Claimant
and its subsidiary companies are submitted herewith:

Consolidating Statement of Income for the year ended December
31, 1993

Consolidating Balance Sheet as of December 31, 1993

Consolidating Statement of Capitalization as of December 31,
1993

Consolidating Statement of Retained Earnings for the year
ended December 31, 1993

Consolidating Statement of Premium on Common Stock and Other
Paid-In Capital for the year ended December 31, 1993

Notes to Consolidated Financial Statements

The investments in nonconsolidated subsidiary companies are
not material in relation to the Claimant's financial position and
results of operations. As of December 31, 1993, the assets of
the nonconsolidated subsidiaries in the aggregate approximate 1%
of the Claimant's consolidated assets and for the year 1993
annual revenues of the nonconsolidated subsidiaries in the
aggregate were less than 1% of the Claimant's consolidated annual
revenues.

EXHIBIT B

Exhibit omitted pursuant to Securities and Exchange
Commission Notice that requirement to file Financial Data
Schedule has been deferred, pending further Commission action.
(SEC Release No. 34-32971, dated September 28, 1993)

EXHIBIT C

Not applicable.

<PAGE>

Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 25th day of February,
1994.

COMMONWEALTH EDISON COMPANY

By /s/ Roger F. Kovack
------------------------
Comptroller

CORPORATE SEAL
(SEAL)

Attest: /s/ R. R. Migely
------------------------
Assistant Secretary

Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:

Roger F. Kovack, Comptroller
Commonwealth Edison Company
37th Floor
10 South Dearborn Street
Post Office Box 767
Chicago, Illinois 60690-0767

<TABLE>
<CAPTION>
EXHIBIT A
COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1993

Commonwealth
Commonwealth Edison CECo
Edison Company of Enterprises Consolidating
Company Indiana, Inc. Inc. Eliminations Consolidated
------------ ------------- ----------- ------------- ------------
-thousands of dollars except per share data-
<S> <C> <C> <C> <C> <C>
ELECTRIC OPERATING REVENUES (Notes 2 and 3):
Operating revenues . . . . . . . . . . . . $ 6,547,205 $ 90,782 $ - $ 90,782 (A) $ 6,547,205
Provisions for revenue refunds . . . . . . (1,286,765) - - - (1,286,765)
------------ ------------- ----------- ------------- ------------
$ 5,260,440 $ 90,782 $ - $ 90,782 $ 5,260,440
------------ ------------- ----------- ------------- ------------
ELECTRIC OPERATING EXPENSES AND TAXES:
Fuel (Notes 1, 2, 3, 10 and 19) . . . . . . . $ 1,125,606 $ 45,329 $ - $ - $ 1,170,935
Purchased power . . . . . . . . . . . . . . . 102,887 - - 90,584 (A) 12,303
Deferred underrecovered
energy costs-net (Notes 1 and 3) . . . . . (1,757) - - - (1,757)
Operation . . . . . . . . . . . . . . . . . . 1,443,450 12,733 1,704 198 (A) 1,457,689
Maintenance . . . . . . . . . . . . . . . . . 570,892 10,822 - - 581,714
Depreciation (Note 1) . . . . . . . . . . . . 855,120 7,646 - - 862,766
Recovery of regulatory assets . . . . . . . . 5,235 - - - 5,235
Taxes (except income) (Note 15) . . . . . . . 696,403 5,510 - - 701,913
Income taxes (Notes 1 and 14)-
Current - Federal . . . . . . . . . . . . (23,111) 3,181 - - (19,930)
- State . . . . . . . . . . . . . (8,302) 679 - - (7,623)
Deferred - Federal-net . . . . . . . . . . 89,440 (809) (579) - 88,052
- State-net . . . . . . . . . . . 34,848 (96) - - 34,752
Investment tax credits deferred-net
(Notes 1 and 14) . . . . . . . . . . . . . (29,209) (215) - - (29,424)
------------ ------------- ----------- ------------- ------------
$ 4,861,502 $ 84,780 $ 1,125 $ 90,782 $ 4,856,625
------------ ------------- ----------- ------------- ------------
ELECTRIC OPERATING INCOME . . . . . . . . . . . $ 398,938 $ 6,002 $ (1,125) $ - $ 403,815
------------ ------------- ----------- ------------- ------------
OTHER INCOME AND (DEDUCTIONS):
Interest on long-term debt . . . . . . . . . $ (649,356) $ (1,825) $ - $ - $ (651,181)
Interest on notes payable . . . . . . . . . . (334) - - - (334)
Allowance for funds used during
construction (Note 1)-
Borrowed funds . . . . . . . . . . . . . 16,729 201 - - 16,930
Equity funds . . . . . . . . . . . . . . 20,377 241 - - 20,618
Income taxes applicable to nonoperating
activities (Notes 1 and 14) . . . . . . . . 30,132 (219) - - 29,913
Income tax reduction for disallowed
plant costs (Note 3) . . . . . . . . . . . 791 - - - 791
Deferred carrying charges (Note 2) . . . . . 438,183 - - - 438,183
Interest and other costs for
1993 Settlements (Note 2) . . . . . . . . . (98,674) - - - (98,674)
Earnings of subsidiary companies (Note 1)-
Consolidated . . . . . . . . . . . . . . . 3,870 - - 3,870 (B) -
Not consolidated . . . . . . . . . . . . . 964 - - - 964
Miscellaneous - net . . . . . . . . . . . . . (58,918) 595 - - (58,323)
------------ ------------- ----------- ------------- ------------
$ (296,236) $ (1,007) $ - $ 3,870 $ (301,113)
------------ ------------- ----------- ------------- ------------
NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING FOR INCOME TAXES . . . $ 102,702 $ 4,995 $ (1,125) $ 3,870 $ 102,702
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES . . . . . . . . . . . . . 9,738 - - - 9,738
------------ ------------- ----------- ------------- ------------
NET INCOME (LOSS) . . . . . . . . . . . . . . . $ 112,440 $ 4,995 $ (1,125) $ 3,870 $ 112,440
============ ============= =========== ============= ============
EARNINGS PER COMMON SHARE BEFORE CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING FOR INCOME
TAXES . . . . . . . . . . . . . . . . . . . $0.18
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR
INCOME TAXES . . . . . . . . . . . . . . . $0.05
----
EARNINGS PER COMMON SHARE . . . . . . . . . . . $0.22
====
CASH DIVIDENDS DECLARED PER COMMON SHARE . . . $1.60
====
</TABLE>
( ) Indicates deduction.

Consolidating Eliminations:
(A) To eliminate intercompany operating revenues and expenses.
(B) To eliminate intercompany earnings.

The accompanying Notes to Consolidated Financial Statements are an
integral part of the above consolidated statement.

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1993

ASSETS

Commonwealth
Commonwealth Edison CECo
Edison Company of Enterprises Consolidating
Company Indiana, Inc. Inc. Eliminations Consolidated
------------ ------------- ----------- ------------- ------------
-thousands of dollars-
<S> <C> <C> <C> <C> <C>
UTILITY PLANT (Notes 1, 3, 8, 16, 17 and 18):
Plant and equipment, at original cost
(includes construction work in
progress of $1,040 million) . . . . . . . . . . $ 25,901,161 $ 196,773 $ - $ - $ 26,097,934
Less-Accumulated provision for depreciation . . . 8,740,697 127,327 - - 8,868,024
------------ ------------- ----------- ------------- ------------
$ 17,160,464 $ 69,446 $ - $ - $ 17,229,910
Nuclear fuel, at amortized cost . . . . . . . . . 662,562 - - - 662,562
------------ ------------- ----------- ------------- ------------
$ 17,823,026 $ 69,446 $ - $ - $ 17,892,472
------------ ------------- ----------- ------------- ------------
INVESTMENTS:
Nuclear decommissioning funds, at cost
(Notes 1 and 11) . . . . . . . . . . . . . . . $ 706,841 $ - $ - $ - $ 706,841
Subsidiary companies (Notes 1 and 17)-
Consolidated . . . . . . . . . . . . . . . . . 68,377 - - 68,377 (A) -
Not consolidated (includes $1.9 million of
indebtedness of affiliates) . . . . . . . . . 122,332 - - - 122,332
Other investments, at cost (Note 17) . . . . . . 72,272 - 107 - 72,379
------------ ------------- ----------- ------------- ------------
$ 969,822 $ - $ 107 $ 68,377 $ 901,552
------------ ------------- ----------- ------------- ------------
CURRENT ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . $ - $ 636 $ 107 $ - $ 743
Temporary cash investments, at cost which
approximates market . . . . . . . . . . . . . . 244,726 - 2,393 - 247,119
Other cash investments, at cost which
approximates market . . . . . . . . . . . . . . 618,868 22,707 - - 641,575
Special deposits, at cost which approximates
market (Note 11) . . . . . . . . . . . . . . . 32,635 - - - 32,635
Receivables (Note 1)-
Customers . . . . . . . . . . . . . . . . . . . 427,613 - - - 427,613
Income taxes . . . . . . . . . . . . . . . . . 186,687 - - - 186,687
Companies consolidated . . . . . . . . . . . . 11,140 10,925 1 22,066 (B) -
Other . . . . . . . . . . . . . . . . . . . . . 66,812 151 - - 66,963
Provision for uncollectible accounts . . . . . (10,910) - - - (10,910)
Coal and fuel oil, at average cost . . . . . . . 106,954 4,798 - - 111,752
Materials and supplies, at average cost . . . . . 397,996 4,718 - - 402,714
Deferred underrecovered energy costs
(Notes 1 and 3) . . . . . . . . . . . . . . . . 4,728 - - - 4,728
Deferred income taxes related to current assets
and liabilities (Note 14)-
Loss carryforward . . . . . . . . . . . . . . 175,197 - - - 175,197
Other . . . . . . . . . . . . . . . . . . . . 165,700 402 - - 166,102
Prepayments and other . . . . . . . . . . . . . . 41,204 986 - - 42,190
------------ ------------- ----------- ------------- ------------
$ 2,469,350 $ 45,323 $ 2,501 $ 22,066 $ 2,495,108
------------ ------------- ----------- ------------- ------------
DEFERRED CHARGES:
Regulatory assets (Notes 1 and 14) . . . . . . . $ 2,618,918 $ 524 $ - $ - $ 2,619,442
Other . . . . . . . . . . . . . . . . . . . . . . 53,076 (165) 1,167 - 54,078
------------ ------------- ----------- ------------- ------------
$ 2,671,994 $ 359 $ 1,167 $ - $ 2,673,520
------------ ------------- ----------- ------------- ------------
$ 23,934,192 $ 115,128 $ 3,775 $ 90,443 $ 23,962,652
============ ============= =========== ============= ============
</TABLE>
( ) Indicates deduction.

Consolidating Eliminations:
(A) To eliminate Commonwealth Edison Company's investment in common and
preferred stock equity of its consolidated subsidiaries.
(B) To eliminate intercompany receivables and payables.

The accompanying Notes to Consolidated Financial Statements are an
integral part of the above consolidated statement.

EXHIBIT A
COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING BALANCE SHEET - DECEMBER 31, 1993

LIABILITIES

Commonwealth
Commonwealth Edison CECo
Edison Company of Enterprises Consolidating
Company Indiana, Inc. Inc. Eliminations Consolidated
------------ ------------- ----------- ------------- ------------
-thousands of dollars-
<S> <C> <C> <C> <C> <C>
CAPITALIZATION (see accompanying statement):
Common stock equity-
Commonwealth Edison Company . . . . . . . . $ 5,421,893 $ - $ - $ - $ 5,421,893
Commonwealth Edison Company of
Indiana, Inc. . . . . . . . . . . . . . . - 47,001 - 47,001 (A) -
CECo Enterprises Inc. . . . . . . . . . . . - - 1,376 1,376 (A) -
Preferred and preference stocks without
mandatory redemption requirements-
Commonwealth Edison Company . . . . . . . 441,445 - - - 441,445
Commonwealth Edison Company of
Indiana, Inc. . . . . . . . . . . . . . - 20,000 - 20,000 (A) -
Preference stock subject to mandatory
redemption requirements . . . . . . . . . . 309,964 - - - 309,964
Long-term debt . . . . . . . . . . . . . . . 7,531,052 19,710 - - 7,550,762
------------ ------------- ----------- ------------- ------------
$ 13,704,354 $ 86,711 $ 1,376 $ 68,377 $ 13,724,064
------------ ------------- ----------- ------------- ------------

CURRENT LIABILITIES:
Notes payable-bank loans (Note 9) . . . . . . $ 5,950 $ - $ - $ - $ 5,950
Current portion of long-term debt,
redeemable preference stock and
capitalized lease obligations (Note 11) . . 630,050 - - - 630,050
Accounts payable . . . . . .. . . . . . . . . 485,591 2,276 1,213 - 489,080
Payable to companies consolidated . . . . . . 10,926 6,765 1,765 19,456 (B) -
Accrued interest . . . . . . . . . . . . . . 186,749 76 - - 186,825
Accrued taxes . . . . . . . . . . . . . . . . 127,552 4,810 - - 132,362
Dividends payable . . . . . . . . . . . . . . 101,047 2,610 - 2,610 (B) 101,047
Estimated revenue refunds and related
interest . . . . . . . . . . . . . . . . . 1,166,308 - - - 1,166,308
Customer deposits . . . . . . . . . . . . . . 45,757 - - - 45,757
Other . . . . . . . . . . . . . . . . . . . . 97,597 922 - - 98,519
------------ ------------- ----------- ------------- ------------
$ 2,857,527 $ 17,459 $ 2,978 $ 22,066 $ 2,855,898
------------ ------------- ----------- ------------- ------------
DEFERRED CREDITS AND OTHER NONCURRENT
LIABILITIES:
Deferred income taxes (Note 14) . . . . . . . $ 4,439,110 $ 6,642 $ (579) $ - $ 4,445,173
Accumulated deferred investment tax credits
(Notes 1 and 14) . . . . . . . . . . . . . 743,854 2,654 - - 746,508
Accrued spent nuclear fuel disposal fee and
related interest (Note 10) . . . . . . . . 566,527 - - - 566,527
Obligations under capital leases (Note 16) . 321,393 - - - 321,393
Regulatory liability (Notes 1 and 14) . . . . 591,230 1,540 - - 592,770
Other (Notes 1, 12 and 13) . . . . . . . . . 710,197 122 - - 710,319
------------ ------------- ----------- ------------- ------------
$ 7,372,311 $ 10,958 $ (579) $ - $ 7,382,690
------------ ------------- ----------- ------------- ------------

COMMITMENTS AND CONTINGENT LIABILITIES
(Note 19)
------------ ------------- ----------- ------------- ------------
$ 23,934,192 $ 115,128 $ 3,775 $ 90,443 $ 23,962,652
============ ============= =========== ============= ============
</TABLE>

( ) Indicates deduction.

The accompanying Notes to Consolidated Financial Statements are an
integral part of the above consolidated statement.

3
<PAGE>
<TABLE>
<CAPTION>

EXHIBIT A
COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF CAPITALIZATION - DECEMBER 31, 1993

Commonwealth
Commonwealth Edison CECo
Edison Company of Enterprises Consolidating
Company Indiana, Inc. Inc. Eliminations Consolidated
------------ ------------- ----------- ------------- ------------
-thousands of dollars-
<S> <C> <C> <C> <C> <C>
COMMON STOCK EQUITY (Notes 4, 5 and 19):
Commonwealth Edison Company-
Common stock, $12.50 par value per share-
Outstanding-213,751,147 shares . . . . . . . $ 2,671,889 $ - $ - $ - $ 2,671,889
Commonwealth Edison Company of Indiana, Inc.-
Common stock, without par value-
Outstanding-1,167,600 shares . . . . . . . . - 27,000 - 27,000 (A) -
CECo Enterprises Inc.-
Common stock, stated value $10.00 per share-
Outstanding-100 shares . . . . . . . . . . . - - 1 1 (A) -
Premium on common stock and other
paid-in capital . . . . . . . . . . . . . . . 2,217,110 - 2,500 2,500 (A) 2,217,110
Capital stock and warrant expense . . . . . . . (16,258) - - - (16,258)
Retained earnings (deficit) (Note 2) . . . . . . 549,152 20,001 (1,125) 18,876 (A) 549,152
------------ ------------- ----------- ------------- ------------
$ 5,421,893 $ 47,001 $ 1,376 $ 48,377 $ 5,421,893
------------ ------------- ----------- ------------- ------------
PREFERRED AND PREFERENCE STOCKS WITHOUT
MANDATORY REDEMPTION REQUIREMENTS
(Notes 4, 6 and 11):
Commonwealth Edison Company-
Preference stock, cumulative, without
par value-
Outstanding-10,499,549 shares . . . . . $ 432,320 $ - $ - $ - $ 432,320
$1.425 convertible preferred stock,
cumulative, without par value-
Outstanding-286,949 shares . . . . . . . 9,125 - - - 9,125
Prior preferred stock, cumulative,
$100 par value per share-No shares
outstanding . . . . . . . . . . . . . . . - - - - -
Commonwealth Edison Company of
Indiana, Inc.-
$5.50 cumulative preferred stock,
without par value-
Outstanding-200,000 shares . . . . . . - 20,000 - 20,000 (A) -
------------ ------------- ----------- ------------- ------------
$ 441,445 $ 20,000 $ - $ 20,000 $ 441,445
------------ ------------- ----------- ------------- ------------
PREFERENCE STOCK SUBJECT TO MANDATORY
REDEMPTION REQUIREMENTS (Notes 4, 7 and 11):
Preference stock, cumulative,
without par value-
Outstanding-3,290,290 shares . . . . . . . $ 327,653 $ - $ - $ - $ 327,653
Current redemption requirements for
preference stock included in
current liabilities . . . . . . . . . . . . (17,689) - - - (17,689)
------------ ------------- ----------- ------------- ------------
$ 309,964 $ - $ - $ - $ 309,964
------------ ------------- ----------- ------------- ------------
LONG-TERM DEBT (Notes 8, 11 and 20):
First mortgage bonds:
Maturing 1994 through 1998, 5-1/4% to 7% . . . $ 818,000 $ - $ - $ - $ 818,000
Maturing 1999 through 2008,
6-3/8% to 10-3/8% . . . . . . . . . . . . . 2,204,600 - - - 2,204,600
Maturing 2009 through 2018,
7-1/4% to 10-5/8% . . . . . . . . . . . . . 956,000 - - - 956,000
Maturing 2019 through 2023,
7-3/4% to 9-7/8% . . . . . . . . . . . . . . 2,020,000 - - - 2,020,000
------------ ------------- ----------- ------------- ------------
$ 5,998,600 $ - $ - $ - $ 5,998,600
Sinking fund debentures, due 1999
through 2011, 2-3/4% to 7-5/8% . . . . . . . . 120,185 - - - 120,185
Pollution control obligations, due 2004
through 2014, 5-7/8% to 11-3/8% . . . . . . . 333,200 20,000 - - 353,200
Other long-term debt . . . . . . . . . . . . . . 1,598,625 - - - 1,598,625
Current maturities of long-term debt
included in current liabilities . . . . . . . (446,724) - - - (446,724)
Unamortized net debt discount and
premium (Note 1) . . . . . . . . . . . . . . . (72,834) (290) - - (73,124)
------------ ------------- ----------- ------------- ------------
$ 7,531,052 $ 19,710 $ - $ - $ 7,550,762
------------ ------------- ----------- ------------- ------------
$ 13,704,354 $ 86,711 $ 1,376 $ 68,377 $ 13,724,064
============ ============= =========== ============= ============
</TABLE>
( ) Indicates deduction.

Consolidating Elimination:
(A) To eliminate Commonwealth Edison Company's investment in common and
preferred stock equity of its consolidated subsidiaries.

The accompanying Notes to Consolidated Financial Statements are an
integral part of the above consolidated statement.

4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF RETAINED EARNINGS

FOR THE YEAR ENDED DECEMBER 31, 1993

BALANCE AT BEGINNING OF YEAR . . . . . $ 847,186 $ 20,777 $ - $ 20,777 (A) $ 847,186
ADD-Net Income (Loss) . . . . . . . . . 112,440 4,995 (1,125) 3,870 (A) 112,440
------------ ------------- ----------- ------------- ------------
$ 959,626 $ 25,772 $ (1,125) $ 24,647 $ 959,626
------------ ------------- ----------- ------------- ------------

DEDUCT-
Cash dividends declared on -
Commonwealth Edison Company -
Common stock . . . . . . . . . . $ 341,683 $ - $ - $ - $ 341,683
Preferred and preference
stocks . . . . . . . . . . . . 65,688 - - - 65,688
Commonwealth Edison Company
of Indiana, Inc. -
Common stock . . . . . . . . . - 4,671 - 4,671 -
Preferred stock . . . . . . . . - 1,100 - 1,100 (A) -
Loss on reacquired preference
stock . . . . . . . . . . . . . . . 3,103 - - - 3,103
------------ ------------- ----------- ------------- ------------
$ 410,474 $ 5,771 $ - $ 5,771 $ 410,474
------------ ------------- ----------- ------------- ------------
BALANCE AT END OF YEAR . . . . . . . . $ 549,152 $ 20,001 $ (1,125) $ 18,876 $ 549,152
============ ============= =========== ============= ============
</TABLE>

<TABLE>
<CAPTION>
COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

CONSOLIDATING STATEMENT OF PREMIUM ON COMMON STOCK AND OTHER PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1993

ADD - Premium on issuance of common
stock, paid-in capital and
gain on reacquired
preference stock . . . . . . . 6,586 - 2,500 2,500 6,586
------------ ------------- ----------- ------------- ------------
BALANCE AT END OF YEAR . . . . . . . . $ 2,217,110 $ - $ 2,500 $ 2,500 $ 2,217,110
============ ============= =========== ============= ============
</TABLE>
Consolidating Elimination:
(A) To eliminate Commonwealth Edison Company's investment in retained
earnings (deficit) of its consolidated subsidiaries.

The accompanying Notes to Consolidated Financial Statements are an
integral part of the above consolidated statements.

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

Regulation. Commonwealth Edison Company (Company) is subject
to the regulation of the Illinois Commerce Commission (ICC) and
Federal Energy Regulatory Commission (FERC). The Company's
accounting policies and the accompanying consolidated financial
statements conform to generally accepted accounting principles
applicable to rate-regulated enterprises and reflect the effects
of the ratemaking process. Such effects concern mainly the time
at which various items enter into the determination of net income
in order to follow the principle of matching costs and revenues.
See Notes 2, 3 and 17 for information related to the Company's
rates and Note 19 for information related to the Company's
financial condition.

Principles of Consolidation. The consolidated financial
statements include the accounts of the Company and its
wholly-owned subsidiary, Commonwealth Edison Company of Indiana,
Inc. (collectively, companies), the only subsidiary engaged in
the electric utility business. The consolidated financial
statements also include the accounts of the Company's wholly-
owned subsidiary, CECo Enterprises Inc., an unregulated
subsidiary engaged in energy service activities. All significant
intercompany transactions have been eliminated. The investments
in other subsidiary companies, which are not material in relation
to the Company's financial position and results of operations,
are accounted for in accordance with the equity method of
accounting.

Customer Receivables and Revenues. The Company is engaged
principally in the production, purchase, transmission,
distribution and sale of electricity to a diverse base of
residential, commercial and industrial customers. The Company's
electric service territory has an area of approximately 11,540
square miles and an estimated population of approximately 8.1
million as of December 31, 1993. It includes the city of
Chicago, an area of about 225 square miles with an estimated
population of three million from which the Company derived
approximately one-third of its ultimate consumer revenues in
1993. The Company had approximately 3.3 million electric
customers at December 31, 1993.

Depreciation. Depreciation is provided on the straight-line
basis by amortizing the cost of depreciable plant and equipment
over estimated composite service lives. Such provision for

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

depreciation was at an average annual rate of 3.12% of average
depreciable utility plant and equipment for the year 1993. The
ICC's March 8, 1991 rate order directs the Company to depreciate
non-nuclear plant and equipment at annual rates developed for
each class of plant based on their composite service lives. The
annual rate for nuclear plant and equipment is 2.88% which
excludes decommissioning costs. The provisions for chemical
cleaning are reflected in the Consolidating Statement of Income
in maintenance expense and in the Consolidating Balance Sheet in
other noncurrent liabilities.

Nuclear plant decommissioning costs are accrued over the
expected service life of the related nuclear generating stations.
Decommissioning is expected to occur soon after the end of the
useful life of each related generating station using a prompt
removal method authorized by the Nuclear Regulatory Commission
(NRC) guidelines. Decommissioning costs, including the costs of
decontamination, dismantling and site restoration, are estimated
to aggregate $4.06 billion, in current-year (1993) dollars. The
current accrual of approximately $127 million is recognized in
the ICC's March 8, 1991 rate order for which rates became
effective March 20, 1991. Decommissioning costs are recorded as
portions of depreciation expense and accumulated provision for
depreciation on the Consolidating Statement of Income and the
Consolidating Balance Sheet. As of December 31, 1993, the total
decommissioning costs included in the accumulated provision for
depreciation was approximately $914 million. Illinois law
requires the Company to establish external trusts, and the ICC
has approved the Company's funding plan and requires annual
contributions of current accruals and ratable contributions of
past accruals over the remaining service lives of the nuclear
plants. The book value of funds accumulated in the external
trusts at December 31, 1993 was approximately $707 million. The
earnings on the external trusts accumulate in the fund balance
and in the accumulated provision for depreciation.

Amortization of Nuclear Fuel. The cost of nuclear fuel is
amortized to fuel expense based on the quantity of heat produced
using the unit of production method. As authorized by the ICC,
provisions for spent nuclear fuel disposal costs have been
recorded at a level required to recover the fee payable on
current nuclear-generated and sold electricity and the current
interest accrual on the one-time fee payable to the Department of
Energy (DOE) for nuclear generation prior to April 7, 1983. The
one-time fee and interest thereon have been recovered and the
current fee and current interest on the one-time fee are
currently being recovered through the fuel adjustment clause.
See Note 10 for further information concerning the disposal of

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

spent nuclear fuel, the one-time fee and the current interest
accrual on the one-time fee. Nuclear fuel expense, including
leased fuel costs and provisions for spent nuclear fuel disposal
costs, for the year 1993 was $385,894,000.

In connection with the Energy Policy Act of 1992,
investor-owned electric utilities that have purchased enrichment
services from the DOE will be assessed annually for a
fifteen-year period amounts to fund a portion of the cost for the
decontamination and decommissioning of three nuclear enrichment
facilities previously operated by the DOE. The Company's portion
of such assessments is estimated to be approximately $15 million
per year (to be adjusted annually for inflation). The Act
provides that such assessments are to be treated as a cost of
fuel. At December 31, 1993, the Company had recorded a liability
of approximately $177 million in other noncurrent liabilities and
approximately $29 million in other current liabilities. The
related asset was recorded in regulatory assets. Approximately
$15 million associated with such assessments was amortized to
fuel expense in 1993 and was reflected in the fuel adjustment
clause.

Income Taxes. Deferred income taxes are provided for income
and expense items recognized for financial accounting purposes in
periods that differ from those for income tax purposes. Income
taxes deferred in prior years are charged or credited to income
as the book/tax timing differences reverse. Prior years'
deferred investment tax credits are amortized through credits to
income generally over the lives of the related property. Income
tax credits resulting from interest charges applicable to
nonoperating activities, principally construction, are classified
as other income.

For additional information relating to income taxes,
including information related to the Company's adoption in
January 1993 of Statement of Financial Accounting Standards
(SFAS) No. 109, which requires an asset and liability approach to
accounting for income taxes, see Note 14.

Allowance for Funds Used During Construction (AFUDC). In
accordance with uniform systems of accounts prescribed by
regulatory authorities, the Company capitalizes AFUDC, compounded
semiannually, which represents the estimated cost of funds used
to finance its construction program. The equity component of
AFUDC is recorded on an after-tax basis and the borrowed funds
component of AFUDC is recorded on a pre-tax basis. The average
annual capitalization rate for the year 1993 was 10.05%.

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

The amount of AFUDC reflects changes in the average level of
investment subject to AFUDC and the change in the average annual
rate. AFUDC does not contribute to the current cash flow of the
Company. For additional information regarding AFUDC, see Note
14.

Interest. Total interest cost incurred on debt, leases and
other obligations for the year 1993 was $778,639,000.

Debt Discount, Premium and Expense. Discount, premium and
expense on long-term debt are being amortized over the lives of
the respective issues.

Loss on Reacquired Debt. Consistent with regulatory
treatment, the net loss from reacquisition of first mortgage
bonds, debentures and pollution control obligations prior to
their scheduled maturity date is deferred and amortized over the
lives of the long-term debt or notes issued to finance the
reacquisition.

Deferred Recovery of Energy Costs. The uniform fuel
adjustment clause adopted by the ICC provides for the recovery of
changes in fossil and nuclear fuel costs and the energy portion
of purchased power costs as compared to the fuel and purchased
energy costs included in base rates. As authorized by the ICC,
the Company has recorded under or overrecoveries of allowable
fuel and energy costs which, under the clause, are recoverable or
refundable in subsequent months. For information relating to the
annual reconciliation proceedings held by the ICC with respect to
the Company's fuel and power purchases, see Note 3.

Regulatory Assets and Liabilities. Regulatory assets include
the unamortized portions of certain rate case and consultant
costs associated with the prudency audits of Byron and Braidwood
stations which the ICC allowed to be deferred and amortized for
ratemaking purposes, unamortized deferred depreciation related to
Byron Unit 1 which the ICC allowed to be deferred and amortized
over the remaining life of the unit, unamortized losses on
reacquired debt, unamortized deferred carrying charges associated
with the Byron and Braidwood stations which the ICC allowed to be
deferred and amortized for ratemaking purposes, a regulatory
asset for the Company's unamortized balance of a fifteen-year
assessment by the DOE for the decontamination and decommissioning
of certain enrichment facilities and a regulatory asset recorded
in compliance with SFAS No. 109, which the Company adopted in
January 1993. A regulatory liability was also recorded in
compliance with SFAS No. 109.

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

(2) Settlements Relating to Certain Rate Matters

On September 24, 1993, the Company's Board of Directors
approved two proposed settlements which the Company's management
had reached with parties involved in several of the proceedings
and matters relating to the level of the Company's rates for
electric service. One of the proposed settlements (Rate Matters
Settlement) concerns the proceedings relating to the Company's
1985 and 1991 ICC rate orders (which orders relate to, among
other things, the recovery of costs associated with the Company's
four most recently completed nuclear generating plants, Byron
Units 1 and 2 and Braidwood Units 1 and 2), the proceedings
relating to the reduction in the difference between the Company's
summer and non-summer residential rates that was effected in the
summer of 1988, outstanding issues relating to the appropriate
interest rate and rate design to be applied to a refund made by
the Company during 1990 relating to a December 1988 ICC rate
order, and matters related to a rider to the Company's rates that
the Company was required to file as a result of the change in the
federal corporate income tax rate made by the Tax Reform Act of
1986. The other proposed settlement (Fuel Matters Settlement)
relates to the ICC fuel reconciliation proceedings involving the
Company for the period from 1985 through 1988 and to future
challenges by the settling parties to the prudency of the
Company's western coal costs for the period from 1989 through
1992. Each of these settlements was subject to appropriate
action by the ICC or the courts having jurisdiction over the
proceedings.

As a result of subsequent ICC and judicial actions, the Rate
Matters Settlement became final on November 4, 1993. Under the
Rate Matters Settlement, effective as of November 4, 1993, the
Company reduced its rates by approximately $339 million annually
and commenced refunding approximately $1.26 billion (including
revenue taxes), plus interest at five percent on the unpaid
balance, through temporarily reduced rates over an initial refund
period scheduled to be twelve months (to be followed by a
reconciliation period of no more than five months). The Company
had previously deferred the recognition of revenues during 1993
as a result of developments in the proceedings related to the
March 1991 ICC rate order, which resulted in a reduction to 1993
net income of approximately $160 million. The recording of the
effects of the Rate Matters Settlement in October 1993 reduced
the Company's 1993 net income and retained earnings by
approximately $292 million or $1.37 per common share, in addition
to the effect of the deferred recognition of revenues and after
the partially offsetting effect of recording approximately $269
million (or $1.26 per common share) in deferred carrying charges,

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

net of income taxes, authorized in the ICC rate order issued on
January 6, 1993 (as subsequently modified, the Remand Order). In
January 1994, a purported class action was filed in the Circuit
Court of Cook County, Illinois (Circuit Court) challenging the
method in which the refunds are being made to residential
customers in the Rate Matters Settlement. The Company does not
believe that the complaint has any merit.

In the Remand Order, the rate determination was based upon,
among other things, findings by the ICC with respect to the
extent to which Byron Unit 2 and Braidwood Units 1 and 2 (Units)
were "used and useful" during the 1991 test year period of the
rate order. With respect to the "used and useful" issue, the ICC
applied a needs and economic benefits methodology, using a twenty
percent reserve margin and forecasted peak demand, and found
Byron Unit 2 and Braidwood Units 1 and 2 to be 93%, 21% and 0%,
respectively, "used and useful." The Company has not recorded
any disallowances related to the "used and useful" issue. The
Company considers the "used and useful" disallowance in the
Remand Order to be temporary. The ICC concluded in the Remand
Order that the forecasts in the record in that proceeding
indicate that Braidwood Units 1 and 2 will be fully "used and
useful" within the reasonably foreseeable future.

As a result of subsequent ICC actions, the Fuel Matters
Settlement became final on November 15, 1993. Under the Fuel
Matters Settlement, effective as of December 2, 1993, the Company
commenced paying approximately $108 million (including revenue
taxes) to its customers through temporarily reduced collections
under its fuel adjustment clause over a twelve-month period. The
Company recorded the effects of the Fuel Matters Settlement in
October 1993, which effects reduced the Company's net income and
retained earnings by approximately $62 million or $0.29 per
common share.

For additional information regarding the proceedings and
matters settled, see Notes 3, 17 and 19.

(3) Rate Matters

The Company's revenues, net income, cash flows and plant
carrying costs have been affected directly by various rate-
related proceedings. During the periods presented in the
financial statements, the Company was involved in proceedings
concerning its October 1985 ICC rate order (which related
principally to the recovery of costs associated with its Byron
Unit 1 nuclear generating unit), proceedings concerning its March
1991 ICC rate order (which related principally to the recovery of

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

costs associated with the Units), proceedings concerning the
reduction in the difference between the Company's summer and non-
summer residential rates that was effected in the summer of 1988,
and ICC fuel reconciliation proceedings principally concerning
the recoverability of the costs of the Company's western coal.
In addition, there were outstanding issues related to the
appropriate interest rate and rate design to be applied to a
refund that was made in 1990 following the reversal of a December
1988 ICC rate order and a rider to the Company's rates that the
Company was required to file as a result of the change in the
federal corporate income tax rate made by the Tax Reform Act of
1986. The uncertainties associated with such proceedings and
issues, among other things, led to the Rate Matters Settlement
and the Fuel Matters Settlement. See Note 2 for additional
information.

For additional information regarding the foregoing
proceedings, see Notes 2 and 3 of Notes to Financial Statements
in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1993.

(4) Authorized Shares and Voting Rights of Capital Stock

At December 31, 1993, the authorized shares of capital stock
were: common stock - 250,000,000 shares; preference stock -
23,600,290 shares; $1.425 convertible preferred stock - 286,949
shares; and prior preferred stock - 850,000 shares. The prior
preferred and preference stocks are issuable in series and may be
issued with or without mandatory redemption requirements.
Holders of shares at any time outstanding, regardless of class,
are entitled to one vote for each share held on each matter
submitted to a vote at a meeting of shareholders, with the right
to cumulate votes in all elections for directors.

(5) Common Stock

At December 31, 1993, shares of common stock were reserved
for the following purposes:
<TABLE>
<CAPTION>
<S> <C>
1993 Stock Incentive Plan ..................... 4,000,000
Employe Stock Purchase Plan ................... 1,422,368
Employe Savings and Investment Plan ........... 565,803
Conversion of $1.425 convertible preferred
stock........................................ 292,687
Conversion of warrants......................... 42,899
---------
6,323,757
=========
</TABLE>
12

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

During 1993, shares of common stock were issued as follows:

<TABLE>
<CAPTION>
<S> <C>
Employe Stock Purchase Plan ................... 268,594
Employe Savings and Investment Plan ........... 153,400
Conversion of $1.425 convertible preferred
stock ....................................... 22,375
Conversion of warrants ........................ 1,374
-------
445,743
=======
</TABLE>
At December 31, 1993, 128,699 common stock purchase warrants
were outstanding. The warrants entitle the holders to convert
such warrants into common stock at a conversion rate of one share
of common stock for three warrants.

(6) Preferred and Preference Stocks Without Mandatory Redemption
Requirements

No shares of preferred or preference stocks without mandatory
redemption requirements were issued or redeemed by the Company
during 1993. The series of preference stock without mandatory
redemption requirements outstanding at December 31, 1993 are
summarized as follows:

<TABLE>
<CAPTION>
Aggregate Involuntary
Shares Stated Redemption Liquidation
Series Outstanding Value Price(a) Price(a)
------ ----------- ------------ ---------- -----------
(thousands
of dollars)
<S> <C> <C> <C> <C>
$1.90 4,249,549 $106,239 $ 25.25 $25.00
$2.00 2,000,000 51,560 $ 26.04 $25.00
$1.96 2,000,000 52,440 $ 27.11 $25.00
$7.24 750,000 74,340 $101.00 $99.12
$8.40 750,000 74,175 $101.00 $98.90
$8.38 750,000 73,566 $100.16 $98.09
---------- --------
10,499,549 $432,320
========== ========
</TABLE>

(a) Per share plus accrued and unpaid dividends, if any.

The outstanding shares of the $1.425 convertible preferred
stock are convertible at the option of the holders thereof, at

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

any time, into common stock at the rate of 1.02 shares of common
stock for each share of convertible preferred stock, subject to
future adjustment. The convertible preferred stock may be
redeemed by the Company at $42 per share, plus accrued and unpaid
dividends, if any. The involuntary liquidation price of the
$1.425 convertible preferred stock is $31.80 per share, plus
accrued and unpaid dividends, if any. During 1993, 21,942 shares
of the convertible preferred stock were converted into common
stock.

(7) Preference Stock Subject to Mandatory Redemption
Requirements

During 1993, 700,000 shares of preference stock subject to
mandatory redemption requirements were issued. The series of
preference stock subject to mandatory redemption requirements
outstanding at December 31, 1993 are summarized as follows:

<TABLE>
<CAPTION>
Aggregate
Shares Stated Optional
Series Outstanding Value Redemption Price(a)
-------------- ----------- ------------ ------------------
(thousands
of dollars)
<S> <C> <C> <C>
$8.20 321,420 $ 32,142 $103 through
October 31, 1997;
and $101 thereafter
$8.40 Series B 418,870 41,605 $101
$8.85 375,000 37,500 $103 through
July 31, 1998; and
$101 thereafter
$9.25 825,000 82,500 $105 through July
31, 1994; $103
through July 31,
1999; and $101
thereafter
$9.00 650,000 64,431 Non-callable
$6.875 700,000 69,475 Non-callable
--------- --------
3,290,290 $327,653
========= ========

</TABLE>

(a) Per share plus accrued and unpaid dividends, if any.

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

The annual sinking fund requirements and sinking fund and
involuntary liquidation prices per share of the outstanding
series of preference stock subject to mandatory redemption
requirements are summarized as follows:

<TABLE>
<CAPTION>
Sinking Involuntary
Annual Sinking Fund Fund Liquidation
Series Requirement Price(a) Price(a)
-------------- --------------------------- -------- -----------
<S> <C> <C> <C>
$8.20 35,715 shares $100 $100.00
$8.40 Series B 30,000 shares(b) $100 $ 99.326
$8.85 37,500 shares $100 $100.00
$9.25 75,000 shares $100 $100.00
$9.00 130,000 shares beginning
in 1996(b) $100 $ 99.125
$6.875 (c) $100 $ 99.25

</TABLE>

(a) Per share plus accrued and unpaid dividends, if any.
(b) The Company has a non-cumulative option to increase the
annual sinking fund payment on each sinking fund redemption
date to retire an additional number of shares, not in excess
of the sinking fund requirement, at the applicable redemption
price.
(c) All shares are required to be redeemed on May 1, 2000.

Annual remaining sinking fund requirements through 1998 on
preference stock outstanding at December 31, 1993 will aggregate
$17,709,000 in 1994, $17,822,000 in 1995, $30,822,000 in 1996,
$30,822,000 in 1997 and $30,822,000 in 1998. During 1993,
1,835,155 shares of preference stock subject to mandatory
redemption requirements were reacquired to meet sinking fund
requirements.

Sinking fund requirements due within one year are included in
current liabilities.

On June 28, 1993, the Company redeemed all 170,810 shares of
its $2.875 Series of preference stock and all 1,050,000 shares of
its $2.375 Series of preference stock, both at the optional
redemption price of $25.25 per share, plus accrued and unpaid
dividends.

On November 1, 1993, the Company redeemed the remaining
75,000 shares of its $11.70 Series of preference stock (150,000
shares had been redeemed on August 1, 1993 at the optional
redemption price of $105 per share, plus accrued and unpaid
dividends). Of the remaining 75,000 shares, 37,500 shares were

<PAGE>
EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

redeemed to meet the November 1, 1993 mandatory sinking fund
requirement and 37,500 shares were redeemed as a permitted
optional sinking fund payment, both at the sinking fund
redemption price of $100 per share, plus accrued and unpaid
dividends.

On November 1, 1993, the Company redeemed all 210,000 shares
of its $9.30 Series of preference stock, of which 70,000 shares
were redeemed at the optional redemption price of $101.03 per
share, plus accrued and unpaid dividends, 70,000 shares were
redeemed to meet the November 1, 1993 mandatory sinking fund
requirement and 70,000 shares were redeemed as a permitted
optional sinking fund payment, the latter two at the sinking fund
redemption price of $100 per share, plus accrued and unpaid
dividends.

(8) Long-Term Debt

Sinking fund requirements and scheduled maturities remaining
through 1998 for first mortgage bonds, debentures and other
long-term debt outstanding at December 31, 1993, after deducting
debentures and first mortgage bonds reacquired for satisfaction
of future sinking fund requirements, are summarized as follows:
1994 - $446,724,000; 1995 - $496,027,000; 1996 - $233,449,000;
1997 - $395,038,000; and 1998 - $350,027,000.

At December 31, 1993, the Company had outstanding first
mortgage bonds maturing 1994 through 1998 as follows:

<TABLE>
<CAPTION>
Series Principal Amount
--------------------------- ---------------------
(thousands of dollars)
<S> <C>
6-1/8% due May 15, 1995 $103,000
5-1/4% due April 1, 1996 50,000
5-3/4% due November 1, 1996 50,000
5-3/4% due December 1, 1996 50,000
7% due February 1, 1997 150,000
5-3/8% due April 1, 1997 50,000
6-1/4% due October 1, 1997 60,000
6-1/4% due February 1, 1998 50,000
6% due March 15, 1998 130,000
6-3/4% due July 1, 1998 50,000
6-3/8% due October 1, 1998 75,000
--------
$818,000
========
</TABLE>
16

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

Other long-term debt outstanding at December 31, 1993 is
summarized as follows:

<TABLE>
<CAPTION>
Interest Rate
Debt Security Principal Amount Provisions
----------------------------- ------------------ -------------
(thousands of dollars)
Notes
-----
<S> <C> <C>
Medium Term Notes, Series 1N $ 82,500 Interest rates
due various dates through ranging from
April 1, 1998 9.27% to 10.48%
Medium Term Notes, Series 2N 56,300 Interest rates
due various dates through ranging from
July 1, 1996 9.57% to 9.874%
Medium Term Notes, Series 3N 399,000 Interest rates
due various dates through ranging from
October 15, 2004 8.77% to 9.20%
Medium Term Notes, Series 4N 195,000 Interest rates
due various dates through ranging from
May 15, 1997 7.90% to 8.875%
Notes due April 15, 1994 180,000 Fixed interest
rate of 5.75%
Notes due July 15, 1995 100,000 Fixed interest
rate of 5.50%
Notes due July 15, 1997 100,000 Fixed interest
rate of 6.50%
Notes due October 15, 2005 235,000 Fixed interest
rate of 6.40%
----------
$1,347,800
----------
Long-Term Notes Payable to Banks
--------------------------------
Note due January 9, 1995 $ 100,000 Prevailing
interest rate
of 4.00%
at December 31,
1993
Notes due July 31, 1995 150,000 Prevailing
interest rates
averaging
3.875% at
December 31,
1993
----------
$ 250,000
----------

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

Purchase Contract Obligations
-----------------------------
Woodstock due January 2, 1997 $ 273 Fixed interest
rate of 4.50%
Hinsdale due April 30, 2005 552 Fixed interest
rate of 3.00%
----------
$ 825
----------

$1,598,625
==========
</TABLE>
Long-term debt maturing within one year has been included in
current liabilities.

The Company's outstanding first mortgage bonds are secured by
a lien on substantially all property and franchises, other than
expressly excepted property, owned by the Company.

(9) Lines of Credit

The Company had total bank lines of credit of approximately
$981 million and unused bank lines of credit of approximately
$975 million at December 31, 1993. Of that amount, $975 million
(of which $175 million expires October 3, 1994, $40 million
expires in equal quarterly installments commencing on December
31, 1994 and ending on September 30, 1996, $188 million expires
in equal quarterly installments commencing on December 31, 1995
and ending on September 30, 1997 and $572 million expires in
equal quarterly installments commencing on December 31, 1996 and
ending on September 30, 1998) may be borrowed on secured or
unsecured notes of the Company at various interest rates. The
interest rate is set at the time of a borrowing and is based on
several floating rate bank indices plus a spread which is
dependent upon the Company's credit ratings, or on a prime
interest rate. Amounts under the remaining lines of credit may
be borrowed at prevailing prime interest rates on unsecured notes
of the Company. Collateral, if required for the borrowings,
would consist of first mortgage bonds issued under and in
accordance with the provisions of the Company's mortgage. The
Company is obligated to pay commitment fees with respect to $975
million of such lines of credit.

(10) Disposal of Spent Nuclear Fuel

Under the Nuclear Waste Policy Act of 1982, the DOE is
responsible for the selection and development of repositories

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

for, and the disposal of, spent nuclear fuel and high-level
radioactive waste. The Company, as required by that Act, has
signed a contract with the DOE to provide for the disposal of
spent nuclear fuel and high-level radioactive waste from the
Company's nuclear generating stations beginning not later than
January 1998. The contract with the DOE requires the Company to
pay the DOE a one-time fee applicable to nuclear generation
through April 6, 1983 of approximately $277 million, with
interest to date of payment, and a fee payable quarterly equal to
one mill per kilowatthour of nuclear-generated and sold
electricity after April 6, 1983. The Company has elected to pay
the one-time fee, with interest, just prior to the first
scheduled delivery of spent nuclear fuel to the DOE, which is
scheduled to occur not later than January 1998; however, this
delivery schedule is expected to be delayed significantly. The
Company has recorded the liability for the one-time fee and the
related interest.

(11) Fair Value of Financial Instruments

The following methods and assumptions were used to estimate
the fair value of financial instruments held by or issued and
outstanding by the companies. The disclosure of such information
does not purport to be a market valuation of the Company as a
whole. The impact of any realized or unrealized gains or losses
related to such financial instruments on the Company's financial
position or results of operations is dependent on the treatment
authorized under future ratemaking proceedings.

Investments. The estimated fair value of the Nuclear
Decommissioning Funds, as determined by the trustee for those
funds, is based on published market data. Financial instruments
included in Other Investments at a cost of approximately $4
million at December 31, 1993, are not material in relation to
other financial instruments of the Company; therefore, an
estimate of the fair value of these instruments has not been
made.

Current Assets. The carrying value of Cash, Temporary Cash
Investments and Other Cash Investments, which includes U.S.
Government Obligations and other short-term marketable
securities, and Special Deposits, which primarily includes cash
deposited for the redemption, refund or discharge of debt
securities, approximates their fair value because of the short
maturity of these instruments.

Capitalization. The estimated fair value of Preferred and
Preference Stocks (Without and Subject to Mandatory Redemption

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

Requirements) and Long-Term Debt, including the current portion
thereof, has been obtained from an independent consultant.
Estimated fair values exclude accrued interest and preferred and
preference dividends. Purchase contract obligations included in
Long-Term Debt at a cost of approximately $1 million at December
31, 1993, are not material in relation to other financial
instruments of the Company; therefore, an estimate of the fair
value of these instruments has not been made. Long-Term Notes
Payable to Banks in the amount of $250 million at December 31,
1993, for which interest is paid at prevailing rates are included
in the financial statements at cost, which approximates their
fair value.

Current Liabilities. The carrying value of Notes Payable,
which consists of commercial paper and/or bank loans having a
maturity of less than one year, approximates their fair value
because of the short maturity of these instruments. See
"Capitalization" above for a discussion of the fair value of the
current portion of long-term debt and redeemable preference
stock.

Other Noncurrent Liabilities. The carrying value of Accrued
Spent Nuclear Fuel Disposal Fee and Related Interest represents
the settlement value as of December 31, 1993; therefore, the
carrying value is equal to the fair value.

The estimated fair values of the Company's financial
instruments other than those instruments reflected in the
financial statements at cost which approximates market, as of
December 31, 1993, are as follows:

<TABLE>
<CAPTION>
Carrying Fair
Amount Value
---------- ----------
(thousands of dollars)
<S> <C> <C>
Nuclear Decommissioning Funds $ 706,841 $ 768,823
Capitalization (including current
portion):
Preferred and Preference Stocks
(without and subject to mandatory
redemption requirements) $ 769,098 $ 776,113
Long-Term Debt $7,819,785 $8,158,975

</TABLE>
(12) Pension Benefits

The companies have non-contributory defined benefit pension
plans which cover all regular employes. Benefits under these
plans reflect each employe's compensation, years of service and

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

age at retirement. Funding is based upon actuarially determined
contributions that take into account the amount deductible for
income tax purposes and the minimum contribution required under
the Employee Retirement Income Security Act of 1974, as amended.
Actuarial valuations were determined as of January 1, 1993.

The funded status of these plans at December 31, 1993 was as
follows:

<TABLE>
<CAPTION>
Thousands
of Dollars
------------
<S> <C>
Actuarial present value of accumulated pension
plan benefits:
Vested benefit obligation .................. $(2,350,000)
Nonvested benefit obligation ............... (118,000)
-----------
Accumulated benefit obligation ............. $(2,468,000)
Effect of projected future compensation
levels .................................... (477,000)
-----------
Projected benefit obligation ............... $(2,945,000)
Fair value of plan assets, invested primarily
in equity index funds, other managed equity
and fixed income investments, U.S. Government,
government-sponsored corporation and agency
securities and listed corporate obligations .. 2,741,000
-----------
Plan assets less than projected benefit
obligation .................................... $ (204,000)
Unrecognized prior service cost ................ 24,000
Unrecognized transition asset .................. (168,000)
Unrecognized net loss .......................... 131,000
-----------
Accrued pension liability .................... $ (217,000)
===========
</TABLE>

<PAGE>
EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

The assumed discount rate was 7.5% and the assumed annual
rate of increase in future compensation levels was 4.0% at
December 31, 1993. These rates were used in determining the
projected benefit obligation, the accumulated benefit obligation
and the vested benefit obligation.

Pension costs were determined under the rules prescribed by
SFAS No. 87, including the use of the projected unit credit
actuarial cost method and for the year 1993, an assumed annual
discount rate of 7.5%, an assumed annual rate of increase in
future compensation levels of 4.0% and an assumed annual
long-term rate of return on plan assets of 9.5%.

The components of pension costs, portions of which were
recorded as components of construction costs, for the year 1993
were as follows:

<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Service cost ....................................... $ 96,000
Interest cost on projected benefit obligation ...... 204,000
Actual return on plan assets ....................... (310,000)
Net amortization and deferral ...................... 61,000
---------
$ 51,000
=========
</TABLE>
In addition, the companies provide an employe savings and
investment plan available to all regular employes who have
completed three months of service. Each participating employe
may contribute up to 20% of such employe's base pay and the
companies match such contribution equal to 70% of up to the first
5% of contributed base salary. During 1993, the Company
contributed $21,948,000.

(13) Postretirement Health Care Benefits

The companies provide certain postretirement health care
benefits for retirees and their dependents and for the surviving
dependents of eligible employes and retirees. Substantially all
of the companies' employes become eligible for postretirement
health care benefits when they reach retirement age while working
for the companies. In 1980, the companies began funding the
liability for postretirement health care benefits through a trust
fund, and the estimated cost of postretirement health care
benefits has been accrued and funded over the working lives of
the employes. Funding is based upon actuarially determined

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

contributions that take into account the amount deductible for
income tax purposes.

For the years 1980 through 1992, the liability for
postretirement health care benefits and the related provisions
for postretirement health care were equivalent to actuarial
normal costs attributed over participants' employment periods
from date of hire to the expected retirement date based on the
aggregate cost method. On January 1, 1993, the companies adopted
SFAS No. 106, Employers' Accounting for Postretirement Benefits
Other Than Pensions, which requires that postretirement benefits
be determined based on the projected unit credit actuarial cost
method and attributed over employment periods of plan
participants to the date of eligibility for postretirement
benefits rather than over the entire employment period. By
adopting the new standard, the companies estimate that for the
year ended December 31, 1993, postretirement costs increased $20
million resulting in a decrease in net income of $10 million or
$0.05 per common share, net of income taxes and the portion of
the costs charged to construction. The transition obligation of
$588 million shown in the following schedule is being amortized
over 20.6 years. The ultimate effects on income are dependent on
the treatment authorized in future ratemaking proceedings. As
indicated in the previous paragraph, the companies have accounted
for postretirement health care benefits on an accrual basis since
1980 and accrual basis costs have been reflected in rates in
ratemaking proceedings.

Actuarial valuations were determined as of January 1, 1993.
The funded status of the plan at December 31, 1993 was as
follows:

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

<TABLE>
<CAPTION>
January 1, 1993 December 31, 1993
--------------- -----------------
(Thousands of Dollars)
<S> <C> <C>
Actuarial present value of accumulated
postretirement health care obligation:
Retirees $ (407,000) $ (444,000)
Active fully eligible participants (60,000) (65,000)
Other participants (538,000) (586,000)
------------ ------------
Accumulated benefit obligation $(1,005,000) $(1,095,000)
Fair value of plan assets, invested
primarily in S&P 500 common stocks,
equity and fixed income mutual funds,
and U.S. Government and listed
corporate obligations 365,000 458,000
------------ ------------

Plan assets less than accumulated
postretirement health care obligation $ (640,000) $ (637,000)
Unrecognized transition obligation 588,000 559,000
Unrecognized net gain --- (9,000)
------------ ------------

Accrued liability for postretirement
health care $ (52,000) $ (87,000)
============ ============
</TABLE>
For 1993, different health care cost trends are used for
pre-Medicare and post-Medicare expenses. Pre-Medicare trend
rates are 14.5% for 1993 grading down in 0.5% annual increments
to 5%. Post-Medicare trend rates are 12% for 1993 grading down
in 0.5% annual increments to 5%. The effect of a 1% increase in
the assumed health care cost trend rates for each future year
would increase the accumulated postretirement health care
obligation at January 1, 1993 by approximately $184 million and
increase the aggregate of the service and interest cost
components of plan costs by approximately $27 million for the
year ended December 31, 1993. The annual discount rate used was
7.5% and the annual long-term rate of return on plan assets was
9.5%, or 9.1% after including income tax effects.

The components of postretirement health care costs, portions
of which were recorded as components of construction costs, for
1993 were as follows:

<PAGE>
EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

<TABLE>
<CAPTION>
Thousands
of Dollars
-----------
<S> <C>
Service cost $ 45,000
Interest cost on accumulated benefit obligation 74,000
Actual return on plan assets (42,000)
Amortization of transition obligation 29,000
Other net deferral 10,000
--------
$116,000
========
</TABLE>
(14) Income Taxes

The components of the net deferred income tax liability at
January 1, 1993 and December 31, 1993 are as follows:
<TABLE>
<CAPTION>

January 1, 1993 December 31, 1993
--------------- -----------------
(Thousands of Dollars)
<S> <C> <C>
Deferred tax liabilities:
Accelerated cost recovery and
liberalized depreciation, net of
removal costs $2,831,103 $3,095,855
Overheads capitalized 145,951 286,287
Repair allowance 231,647 210,302
Regulatory assets recoverable through
future rates 1,545,643 1,729,890
Deferred tax assets:
Postretirement benefits (101,086) (134,590)
Unbilled revenues (91,410) (98,164)
Loss carryforward --- (175,197)
Alternative minimum tax (111,961) (137,328)
Unamortized investment tax credits to
be settled through future rates (487,184) (490,047)
Other regulatory liabilities to be
settled through future rates (89,490) (102,383)
Other - net (51,753) (80,751)
----------- -----------
Net deferred income tax liability $3,821,460 $4,103,874
=========== ===========
</TABLE>
The $282 million increase in the net deferred income tax
liability from January 1, 1993 to December 31, 1993 is comprised
of $114 million deferred income tax expense and a $168 million
increase in regulatory assets net of regulatory liabilities
pertaining to income taxes for the period.

For the $282 million increase in the net deferred income tax
liability from January 1, 1993 to December 31, 1993,
approximately $185 million resulted from an increase in the
federal statutory corporate income tax rate from 34% to 35%

<PAGE>
EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

effective January 1, 1993, and from the elimination of a
scheduled reduction in a component of the statutory Illinois
income tax rate which was to have declined to 4.4% from 4.8%,
effective July 1, 1993. The $185 million net increase resulted
from recording an increase to regulatory assets of approximately
$224 million and an increase to regulatory liabilities of
approximately $39 million.

The components of net income tax expense charged to
continuing operations in 1993 are as follows:

<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Electric operating income:
Current income taxes $(27,553)
Deferred income taxes 122,804
Investment tax credits deferred - net (29,424)
Other (income) and deductions (30,753)
--------
Net income taxes charged to continuing operations $ 35,074
========
</TABLE>
Provisions for current and deferred federal and state income
taxes and amortization of investment tax credits for the year
1993 resulted in an effective income tax rate of 25.5% on pre-tax
book income of approximately $137,776,000. The principal
differences between this rate and the federal statutory corporate
income tax rate of 35% for 1993 were as follows:

<TABLE>
<CAPTION>
<S> <C>
Federal statutory corporate income tax rate .......... 35.0%
Equity component of AFUDC which was excluded from
taxable income ..................................... (5.2)
Amortization of investment tax credits ............... (21.4)
State income tax, net of federal income tax ......... 9.5
Differences between book and tax accounting
primarily for property related deductions.......... 1.5
Other-net ........................................... 6.1
----
Effective income tax rate ........................ 25.5%
====
</TABLE>
The Company has recorded current federal income tax
liabilities that include excess amounts of alternative minimum
tax (AMT) over the regular federal income tax, which amounts were
also recorded as decreases to deferred federal income taxes. As
shown in the first table, the cumulative excess amounts of AMT so
recorded in the amount of approximately $137 million as of

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

December 31, 1993 can be carried forward indefinitely as a credit
against future years' regular federal income tax liabilities. In
1993, the Company recorded a loss for income tax purposes which
may be carried forward through 2008. It is currently expected
that the income tax effect of the loss carryforward in the amount
of $175 million, as shown in the first table, will be utilized by
the expiration date.

The Company adopted SFAS No. 109, effective January 1, 1993.
SFAS No. 109 requires an asset and liability approach to
accounting for income taxes which replaces the deferred method
formerly used. Under the asset and liability approach, the
deferred income tax liability represents the income tax effect of
temporary differences between financial accounting and income tax
bases of assets and liabilities and is determined at the
presently enacted income tax rates. The SFAS No. 109 adjustments
to the Company's deferred income tax liability related to utility
operations represents income taxes recoverable or returnable
through future rates and have been recorded as regulatory assets
and regulatory liabilities on the balance sheet. The cumulative
effect of the change in the method of accounting for income taxes
resulted in an increase to net income of $9.7 million or $0.05
per common share, due primarily to the reduction of deferred
income taxes on nonregulated activities (primarily
nonconsolidated subsidiaries) accrued in prior years at income
tax rates in excess of the presently enacted income tax rates.
The effect of the implementation entry on regulated activities
was to record regulatory assets of $1,546 million primarily
related to the equity component of AFUDC which was previously
recorded on an after-tax basis, the borrowed funds component of
AFUDC which was previously recorded net of tax and other
temporary differences for which the related tax effects were not
previously recorded; regulatory liabilities of $577 million
primarily related to recognition of the deferred income tax
effects of unamortized investment tax credits and to the changes
in prior years' income tax rates; and a net increase to the
deferred income tax liability of $969 million.

(15) Taxes, Except Income Taxes

Provisions for taxes, except income taxes, for the year 1993
were as follows:

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

<TABLE>
<CAPTION>
Thousands
of Dollars
----------
<S> <C>
Illinois public utility revenue ............. $199,498
Illinois invested capital ................... 111,126
Municipal utility gross receipts ............ 107,232
Real estate ................................. 162,560
Municipal compensation ...................... 56,878
Other-net ................................... 64,619
--------
$701,913
========

</TABLE>
(16) Lease Obligations

On November 23, 1993, the Company consolidated its nuclear
fuel lease arrangements into a new arrangement. Under the new
arrangement, the Company may sell and lease back nuclear fuel
from a lessor who may borrow an aggregate of $700 million
(consisting of $300 million of commercial paper or bank
borrowings and $400 million of intermediate term notes) to
finance the transactions. The commercial paper/bank borrowing
portion currently will expire on November 23, 1996, but the
Company plans to ask for an extension of the expiration date. At
December 31, 1993, the Company's obligation to the lessor for
leased nuclear fuel amounted to $516 million. The Company has
agreed to make lease payments which cover the amortization of the
nuclear fuel used in the Company's reactors plus the lessor's
related financing costs. The Company has an obligation for spent
nuclear fuel disposal costs of leased nuclear fuel.

Future minimum rental payments, net of executory costs, at
December 31, 1993 for capital leases, are estimated to aggregate
$574 million, including $224 million in 1994, $146 million in
1995, $97 million in 1996, $61 million in 1997, $31 million in
1998 and $15 million in 1999-2000. The estimated interest
component of such rental payments aggregates $53 million. The
estimated portions of obligations due within one year under
capital leases are included in current liabilities and
approximated $166 million at December 31, 1993.

The Company has entered into an operating lease for new
aluminum coalporter rail cars. The lease covers only the cost of
the rail cars, thereby not including any operating, maintenance
or other related costs. Future minimum rental payments at
December 31, 1993 for this operating lease are estimated to
aggregate $108 million, including $2 million in 1994, $5 million

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

in 1995, $5 million in 1996, $5 million in 1997, $5 million in
1998 and $86 million in 1999-2013.

(17) Investments in Uranium- and Coal-Related Properties

At December 31, 1993, the Company and its subsidiaries had
investments of approximately $134 million in uranium-related
properties, equipment and activities and approximately $517
million in coal reserves. Production of uranium from all of the
uranium properties has been deferred due to depressed market
prices for uranium. The Company currently expects ultimately to
recover the cost of the uranium properties in all material
respects in relation to the Company's financial position and its
results of operations, but doing so depends on substantially
improved market conditions. However, the Company continues to
evaluate its ability ultimately to recover the cost of its
uranium properties. In prior years, the Company's commitments
for the purchase of coal under long-term contracts exceeded its
requirements. Rather than take all the coal it was required to
take, the Company agreed to purchase the coal in place in the
form of coal reserves. The Company has been allowed to recover
from its customers the costs of the coal reserves through its
fuel adjustment clause as the coal is used for the generation of
electricity. However, the Company is not earning a return on the
expenditures for coal reserves prior to the coal reserves being
used for the generation of electricity by including the coal
reserves in rate base. See Note 19 for additional information
concerning the Company's coal commitments and the Company's fuel
supply.

During 1989 and 1991, actions were brought in federal and
state courts in Colorado against the Company and its subsidiary,
Cotter Corporation (Cotter), alleging that Cotter has permitted
radioactive and other hazardous material to be released from its
mill into areas owned or occupied by the plaintiffs resulting in
property damage and potential adverse health effects. The
plaintiffs seek from Cotter and the Company unspecified
compensatory, exemplary and medical monitoring fund damages,
unspecified response costs under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (CERCLA), and
temporary and permanent injunctive relief. Although the cases
will necessarily involve the resolution of numerous contested
issues of fact and law, the Company's determination is that these
actions will not have a material adverse impact on the Company's
financial statements.

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

(18) Joint Plant Ownership

The Company has a 75% undivided ownership interest in the
Quad-Cities nuclear generating station. Further, the Company is
responsible for 75% of all costs which are charged to appropriate
investment, operation or maintenance accounts and provides its
own financing. At December 31, 1993, for its share of ownership
in the station, the Company had an investment of $533 million in
production and transmission plant in service (before reduction of
$159 million for the related accumulated provision for
depreciation) and $53 million in construction work in progress.

(19) Commitments, Contingent Liabilities and the Construction
Program

Purchase commitments, principally related to construction and
nuclear fuel, approximated $1,187 million at December 31, 1993.
In addition, the Company has substantial commitments for the
purchase of coal under long-term contracts as indicated in the
following table:

<TABLE>
<CAPTION>
Contract Period Commitment(a)
-------------------- --------- -------------
<S> <C> <C>
Black Butte Coal Co. 1994-2007 $1,212
Decker Coal Co. 1994-2015 $ 862
Peabody Coal Co. 1994 $ 34
Big Horn Coal Co. 1998 $ 21

</TABLE>

(a) Estimated costs in millions of dollars FOB mine. No
estimate of future cost escalation has been made.

The Company's coal costs are high compared to those of other
utilities. The Company's western coal contracts and its rail
contracts for delivery of the western coal were renegotiated
during 1992 effective as of January 1, 1993, to provide, among
other things, for significant reductions in the delivered price
of the coal over the duration of the contracts. However, the
renegotiated contracts provide for the purchase of certain coal
at prices substantially above currently prevailing market prices
and the Company has significant purchase commitments under its
contracts.

The Company is a member of Nuclear Mutual Limited (NML),
established to provide insurance coverage against property damage
to members' nuclear generating facilities. The members are
subject to a retrospective premium adjustment in the event losses

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

exceed accumulated reserve funds. Capital has been accumulated
in the reserve funds of NML to the extent that the Company would
have no exposure in the event of a single incident. However, the
Company could be subject to a maximum assessment of approximately
$70 million in any policy year, in the event losses exceed
accumulated reserve funds.

The Company also is a member of Nuclear Electric Insurance
Limited (NEIL), which provides insurance coverage against the
cost of replacement power obtained during certain prolonged
accidental outages of nuclear generating units and coverage for
property losses in excess of $500 million occurring at nuclear
stations. All companies insured with NEIL are subject to
retrospective premium adjustments if losses exceed accumulated
reserve funds. Capital has been accumulated in the reserve funds
of NEIL to the extent that the Company would have no exposure in
the event of a single incident under the replacement power
coverage and the property damage coverage. However, the Company
could be subject to maximum assessments, in any policy year, of
approximately $27 million and $87 million in the event losses
exceed accumulated reserve funds under the replacement power and
property damage coverages, respectively.

The NRC's indemnity for public liability coverage under the
Price-Anderson Act is supported by a mandatory industry-wide
program under which owners of nuclear generating facilities could
be assessed in the event of nuclear incidents. Based on the
number of nuclear reactors with operating licenses, the Company
would currently be subject to a maximum assessment of $991
million in the event of an incident, limited to a maximum of $125
million in any calendar year. The current maximum assessment was
effective August 20, 1993 and represents an increase of $164
million over the previous maximum assessment of $827 million.
The Act requires that the assessment program be adjusted for
inflation every five years, and 1993 was an adjustment year.

In addition, the Company participates in the American Nuclear
Insurers and Mutual Atomic Energy Liability Underwriters Master
Worker Program which provides coverage for worker tort claims
filed for bodily injury caused by the nuclear energy hazard. The
coverage applies to workers whose "nuclear related employment"
began after January 1, 1988. The Company would currently be
subject to a maximum assessment of approximately $37 million in
the event losses exceed accumulated reserve funds.

The construction program of the companies for the three-year
period 1994-96 consists principally of improvements to the

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

companies' existing nuclear and other electric production,
transmission and distribution facilities. It does not include
funds (other than for planning) to add new generating capacity to
the Company's system. The program, as approved by the Company in
January 1994, calls for electric plant and equipment expenditures
of approximately $2,450 million (excluding nuclear fuel
expenditures of approximately $780 million). This amount
reflects a decrease of approximately $200 million compared with
the common years (1994-95) of the previously approved
construction program. In part, the decrease reflects a reduction
in capital spending announced by the Company in July 1992 due to
adverse financial circumstances. For additional information
concerning the cost reduction plan, see "Rates and Financial
Condition" below. It is estimated that such construction
expenditures, with cost escalation computed at 4% annually, will
be as follows:

<TABLE>
<CAPTION>
Three-Year
1994 1995 1996 Total
---- ---- ---- ----------
(millions of dollars)
<S> <C> <C> <C> <C>
Production $295 $310 $250 $ 855
Transmission and
Distribution 340 445 505 1,290
General 115 95 95 305
---- ---- ---- ------
Total $750 $850 $850 $2,450
==== ==== ==== ======
</TABLE>
The Company's forecasts of peak load indicate a need for
additional resources to meet demand, either through generating
capacity or through equivalent purchased power or demand-side
management resources, in 1997 and each year thereafter through
the year 2000. The projected resource needs reflect the current
planning reserve margin recommendations of the Mid-America
Interconnected Network (MAIN), the reliability council of which
the Company is a member. The Company's forecasts indicate that
the additional resource need during this period would exist only
during the summer months. The Company does not expect to make
expenditures for additional capacity to the extent the need for
capacity can be met through cost-effective demand-side management
resources, non-utility generation or other power purchases. To
assess the market potential to provide such cost-effective
resources, the Company solicited proposals to supply it with
cost-effective demand-side management resources, non-utility
generation resources and other-utility power purchases sufficient
to meet forecasted requirements through the year 2000. The

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

responses to the solicitation suggest that adequate resources to
meet the Company's needs could be obtained from those sources but
the Company has not yet determined whether those sources
represent the most economical alternative. If the Company were
to build additional capacity to meet its needs, it would need to
make additional expenditures during the 1994-96 period.

The Company has not budgeted for a number of projects,
particularly at generating stations, which could be required, but
which the Company does not expect to be required during the
budget period. In particular, the Company has not budgeted for
the construction of scrubbers at its Kincaid generating station,
for the replacement of major amounts of piping at its boiling
water reactor nuclear stations or for the replacement of steam
generators at its pressurized water reactor nuclear stations.

The construction program will be reviewed and modified as
necessary to adapt to changing economic conditions, rate levels
and other relevant factors including changing business and legal
needs and requirements. The Company cannot anticipate all such
possible needs and requirements. While regulatory needs in
particular are more likely, on balance, to require increases in
construction expenditures than decreases, the Company's financial
condition may require compensating or greater reductions in other
construction expenditures. See "Rates and Financial Condition"
below for additional information concerning the construction
program.

Rates and Financial Condition. The Company's financial
condition is dependent upon its ability to generate revenues to
cover its costs. To maintain a satisfactory financial condition,
the Company must recover the costs of and a return on completed
construction projects, including its three most recently
completed generating units, and maintain adequate debt and
preferred and preference stock coverages and common stock equity
earnings. The Company has no significant revenues other than
from the sale of electricity. Under the economic and political
conditions prevailing in Illinois, the Company's management
recognizes that competitive and regulatory circumstances may
limit the Company's ability to raise its prices. Therefore, the
Company's financial condition will depend in large measure on the
Company's levels of sales, expenses and capital expenditures.

In response to the adverse regulatory and judicial decisions
in the proceedings relating to the level of the Company's rates,
the Company implemented a cost reduction plan in 1992 involving
various management workforce reductions through early retirement
and voluntary and involuntary separations. Such reductions, when

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

combined with other actions, are estimated by the Company to have
saved approximately $130 million in operation and maintenance
expenses during 1993. The management workforce reduction
resulted in a charge to income of approximately $23 million (net
of income tax effects) in 1992. In addition, the Company reached
agreement in August 1993 with its unions regarding certain cost
reduction actions. The agreement provides for a wage freeze
until April 1, 1994, changes to reduce health care plan cost,
increased use of part-time employment and changes in holiday
provisions. The agreement also includes a continuation of
negotiations relative to other issues. Further, the Company has
reduced planned construction program expenditures by
approximately $200 million compared with the common years (1994-
95) of the previously approved construction program. See Notes 2
and 3 relating to the Company's rate proceedings.

In addition, quarterly common stock dividends, payable on and
since November 1, 1992 were reduced by 47% from the seventy-five
cents per share amount paid quarterly since 1982 to forty cents
per share. Dividends have been declared on the outstanding
shares of the Company's preferred and preference stocks at their
regular quarterly rates. The Company's Board of Directors will
continue to review quarterly the payment of dividends.

Shareholder derivative lawsuits were filed on October 1, 1992
and on April 14, 1993 in the Circuit Court against current and
former directors of the Company alleging that they breached their
fiduciary duty and duty of care to the Company in connection with
the management of the activities associated with the construction
of the Company's four most recently completed nuclear generating
units. The lawsuits sought restitution to the Company by the
defendants for unquantified and undefined losses and costs
alleged to have been incurred by the Company. Both lawsuits were
dismissed by the Circuit Court; however, appeals are pending
before the Illinois Appellate Court.

The Company is involved in administrative and legal
proceedings concerning air quality, water quality and other
matters. The outcome of these proceedings may require increases
in the Company's future construction expenditures and operating
expenses. The Company and its subsidiaries are or are likely to
become parties to proceedings initiated by the United States
Environmental Protection Agency, state agencies and/or other
responsible parties under CERCLA with respect to a number of
sites, including manufactured gas plant (MGP) sites, or may
voluntarily undertake to investigate and remediate sites for
which they may be liable under CERCLA. While there is a
possibility that in the aggregate the cost of MGP site

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Continued

investigation and remediation will be substantial over time, the
Company is not able to determine the most probable liability for
MGPs. In accordance with accounting standards, the Company
recorded a provision of $25 million in 1991 which reflects the
low end of the range of its estimate of the liability associated
with former MGPs. In 1993, the Company recorded a provision of
$5 million which reflects the low end of the range of its
estimate of the liability associated with cleanup costs of
remediation sites other than former MGP sites. The Company
presently estimates that its costs of investigating and
remediating these other sites pursuant to CERCLA and state
environmental laws will not in the aggregate be material to the
business or operations of the Company. These cost estimates are
based on currently available information regarding the
responsible parties likely to share in the costs of responding to
site contamination, the extent of contamination at sites for
which the investigation has not yet been completed and the
cleanup levels to which sites are expected to have to be
remediated.

(20) Subsequent Events

On January 25, 1994, the Company announced the closing of the
sale of $66 million of Pollution Control Revenue Refunding Bonds
issued through the Illinois Development Finance Authority.

On January 25, 1994, the Company announced that the following
Illinois Environmental Facilities Financing Authority Pollution
Control Revenue Bonds will be redeemed: on March 11, 1994, all
$50 million of the outstanding Series 1979 Bonds (consisting of
$10 million of 8-3/8% bonds due November 1, 2004 and $40 million
of 8-1/2% bonds due November 1, 2009), and on April 1, 1994, all
of the outstanding Series 1983 Bonds, consisting of $16 million
of 9-3/4% bonds due April 1, 2013.

<PAGE>

EXHIBIT A

COMMONWEALTH EDISON COMPANY AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --- Concluded

(21) Quarterly Financial Information
<TABLE>
<CAPTION>
Net Average Earnings
Electric Income Number of (Loss)
Electric Operating (Loss) on Common Per
Operating Income Net Income Common Shares Common
Three Months Ended Revenues (Loss) (Loss) Stock Outstanding Share
------------------ ---------- ---------- ---------- ------------- ----------- ---------
(thousands except per share data)
<S> <C> <C> <C> <C> <C> <C>
March 31, 1993 $1,483,385 $ 240,840 $ 77,212 $ 60,575 213,337 $ 0.28
June 30, 1993 $1,430,547 $ 237,223 $ 75,094 $ 58,051 213,466 $ 0.27
September 30, 1993 $1,872,448 $ 456,227 $ 287,123 $ 270,558 213,550 $ 1.27
December 31, 1993 $ 474,060 $(530,475) $(326,989) $(342,796)(a) 213,680 $(1.60)
</TABLE>

(a) See Note 2 for information concerning the Rate Matters
Settlement, which lowered the level of the Company's rates
and provides for substantial customer refunds, and the Fuel
Matters Settlement, which provides for payments to
customers.