COMMONWEALTH EDISON CO
8-K, 1997-01-29
ELECTRIC SERVICES
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549



                                 Form 8-K


                              CURRENT REPORT


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


Date of Report (Date of earliest event reported): January 29, 1997




Commission    Registrant; State of Incorporation;      IRS Employer
File Number       Address; and Telephone Number      Identification No.
- -----------   -----------------------------------    ------------------

1-11375        UNICOM CORPORATION                        36-3961038
               (an Illinois corporation)
               37th Floor, 10 South Dearborn Street
               Post Office Box A-3005
               Chicago, Illinois 60690-3005
               312/394-7399


1-1839         COMMONWEALTH EDISON COMPANY               36-0938600
               (an Illinois corporation)
               37th Floor, 10 South Dearborn Street
               Post Office Box 767
               Chicago, Illinois 60690-0767
               312/394-4321

<PAGE>
ITEM 5. OTHER EVENTS

     On January 29, 1997, the Nuclear Regulatory Commission ("NRC")
determined that Commonwealth Edison Company's ("ComEd") Dresden
nuclear generating station should remain on the NRC's list of
plants to be monitored closely and that ComEd's LaSalle and Zion
nuclear generating stations should be added to that list.  Although
in each case the NRC recognized that ComEd had undertaken
significant management changes and had accomplished a number of
performance improvements, it expressed concern with specific issues
at each station and expressed a general concern with the
sustainability of improvements as the basis for its determination. 
The determination does not prevent ComEd from operating the
generating units; however, it does mean that the NRC will devote
additional resources to monitoring ComEd's operating performance
and that ComEd will need to work to demonstrate to the NRC the
sustainability of improvements which it believes it has undertaken
and is continuing to implement.

          The NRC also took the unusual additional step of
requiring ComEd to submit information to allow the NRC to determine
what actions, if any, should be taken to assure that ComEd can
safely operate its six nuclear generating stations while sustaining
performance improvement at each site.  The request also requires 
ComEd to submit information regarding the criteria that it has 
established, or plans to establish, to measure performance and to
explain ComEd's proposed actions if the criteria are not met.  The
request states the NRC staff's concerns with the "cyclical safety
performance of ComEd nuclear stations," noting the presence on the
list of plants to be monitored closely of Dresden, LaSalle and Zion
stations at various times during the past ten years.  It also noted
concerns regarding "ComEd's ability to establish lasting and
effective programs that result in sustained performance improvement."
The request does acknowledge the management and organizational changes
implemented by ComEd, including the "additional focus placed on
management and leadership, accountability, the problem identification
and corrective action processes, material condition improvement, work
control, and radiation protection."  It also acknowledges
improvements seen at Dresden and Quad Cities stations; but
indicated at the same time performance declines were observed at
both LaSalle and Zion stations.  The operational problems
identified by the NRC are consistent with weaknesses identified in
recent station self-assessments initiated by ComEd; and management
has undertaken to develop and implement programs designed to
address these issues. Consequently, ComEd's management believes
that it can provide sufficient information to the NRC demonstrating
ComEd's ability to operate its nuclear generating stations while
sustaining performance improvements.

<PAGE>

          ComEd has devoted, and intends to continue to devote,
significant resources to the management and operation of its
nuclear generating stations.  Over the past several years, it has
increased and reinforced station management with managers drawn
from other utilities having experience with similar operational and
performance issues.  It has also sought to identify, anticipate and
address operating and performance issues in a safe, cost-effective
manner while seeking to improve the availability and capacity
factors of its nuclear generating units.  Such activities have
included improvements in operating and personnel procedures and
repair and replacement of equipment and can result in longer unit
outages.  In this regard, ComEd's management decided to continue
the present unit outages at its LaSalle station until the identified
performance issues have been appropriately addressed.  ComEd
presently expects such outages to extend into the summer of 1997.

          ComEd expects 1997 operating and maintenance expenditures
to increase by approximately $150 million over 1996 expenditures. 
Approximately $100 million of this increase is  related to nuclear
operations and is intended to address previously identified
operational issues (including issues identified by the NRC in
connection with their determination regarding the plants to be
monitored closely) and to achieve a longer term benefit of improved
capacity factors.  Due to the relatively low marginal cost of
nuclear power, improvements in capacity factors increase the
resources for marketing and for revenue opportunities.  In
addition, ComEd expects its construction budget to be approximately
$30 million higher than the $950 million spent during 1996.

          For additional information, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations,"
subcaptions "Liquidity and Capital Resources," "Regulation --
Nuclear Matters" and "Results of Operations -- Operation and
Maintenance Expenses" in Unicom Corporation's and ComEd's Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
1996.


<PAGE>

                                SIGNATURES



          Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly
authorized.


                                          UNICOM CORPORATION
                                             (Registrant)


Date:  January 29, 1997            By:         John C. Bukovski          
                                             --------------------
                                               John C. Bukovski
                                                Vice President






                                      COMMONWEALTH EDISON COMPANY
                                             (Registrant)


Date:  January 29, 1997            By:         John C. Bukovski
                                             --------------------
                                               John C. Bukovski
                                                Vice President



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