PECO ENERGY CO
U-3A-2/A, 1994-04-29
ELECTRIC & OTHER SERVICES COMBINED
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/November 9, 1939                                File No.
__________









                           FORM U-3A-2/A





               SECURITIES AND EXCHANGE COMMISSION
                        Washington, D. C.





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











                       PECO Energy Company
            [formerly Philadelphia Electric Company]
                        (Name of Company)
<PAGE>
                       PECO Energy Company
            [formerly Philadelphia Electric Company]
                        (Name of Company)

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.  In support of such claim for exemption the following
information is submitted.

1.   NAME, STATE OF ORGANIZATION, LOCATION AND NATURE OF BUSINESS
     OF CLAIMANT AND EVERY SUBSIDIARY THEREOF.

     PECO Energy Company (PECO Energy), Claimant, is a
corporation
     organized under the laws of the Commonwealth of
Pennsylvania.

     Claimant supplies electric service in Philadelphia and in
     southeastern Pennsylvania adjacent to Philadelphia,
including
     Delaware and Chester Counties, substantial parts of Bucks
and
     Montgomery Counties and a small part of York County,
     comprising an area of 2,340 square miles having a population
     of about 3,700,000.  It also supplies at wholesale part of
the
     requirements of a subsidiary operating in northern Maryland.

     Electric energy is interchanged with other electric
utilities
     operating in adjacent territories.

     Claimant supplies natural gas service in substantial
portions
     of Delaware, Chester, Montgomery and Bucks Counties, and in
a
     small part of Lancaster County in southeastern Pennsylvania
     near Philadelphia, comprising an area of 1,475 square miles
     having a population of about 1,900,000.

     Of the total electric and gas business done by Claimant and
     its subsidiaries in 1993, the predominant portion was done
     directly by Claimant as indicated in the following:

<TABLE>
<CAPTION>
                        Claimant after         
                        eliminating            Claimant and
                        inter-Company          subsidiaries
                        transactions           consolidated
<S>
   <C>                  <C>                    <C>
Operating Revenue
   Electric & Gas       $3,957,951,000         $3,988,129,000
Electric Sales -
   MKWH (Gross)             42,174,171             42,262,889
Electric Customers -
   December 31               1,452,826              1,488,886
Gas Sales -
   MCF (Natural Gas)        60,922,582 (1)         60,923,000 (1)
Gas Customers -
   December 31                 368,647                368,646

<FN>
(1)  Claimant also transported 22,946,000 MCF of gas for its gas
     customers.
</TABLE>
<PAGE>
Following is a list of the subsidiary companies of Claimant, and
of
their States of organization, together with a description of the
location and nature of their business:

PECO Energy Power Company (formerly Philadelphia Electric Power
Company) - Incorporated in Pennsylvania
     This company, a wholly owned subsidiary of Claimant and a
     registered holding company, together with its wholly owned
     subsidiary, The Susquehanna Power Company, owns the
Conowingo
     Hydro-Electric Project, which was constructed under a
Federal
     License dated February 20, 1926, issued by the Federal Power
     Commission under the Federal Water Power Act of 1920.  The
     original license expired in 1976 after its 50-year term was
     completed.  Subsequently, the Company was issued annual
     licenses pending Federal Energy Regulatory Commission (FERC)
     action on the application for a new license.  The new
license
     was issued August 14, 1980 and will expire September 1,
2014. 
     PECO Energy Power Company owns that portion of the project
     located in Pennsylvania, and its portion of the transmission
     line is leased to and operated by Claimant.

Susquehanna Power Company - Incorporated in Maryland
     Owns that portion of the Conowingo Project located in
     Maryland.  This property is leased to and operated by The
     Susquehanna Electric Company, a wholly owned subsidiary of
     Claimant.

The Proprietors of the Susquehanna Canal - Incorporated in
Maryland
     Inactive.

Susquehanna Electric Company - Incorporated in Maryland
     Operates the Maryland portion of Conowingo Project.  It
sells
     most of the energy produced to Claimant and the balance to
     Conowingo Power Company.

Conowingo Power Company - Incorporated in Maryland
     Supplies electric service to 36,043 customers in portions of
     Cecil and Harford Counties in northern Maryland, in
territory
     adjacent to Claimant's.  It is a wholly owned subsidiary of
     Claimant.

Eastern Pennsylvania Development Company (EPDC) - Incorporated in
Pennsylvania
     Airport Business Center, 300 Stevens Drive, Lester,
     Pennsylvania.  The Company's sole function is to act as a
     holding company for Adwin Equipment Company, Adwin Realty
     Company and Adwin Investment Company.

Adwin Equipment Company (AEC) - Incorporated in Pennsylvania
     Airport Business Center, 300 Stevens Drive, Lester,
     Pennsylvania.  This company is a wholly-owned subsidiary of
     EPDC and is primarily engaged in electrical distribution
     equipment rental, the storage and maintenance of electric
     generating equipment, the ownership and operation of public
     marine terminals and the sale of heating and cooling
services
     based on earth source heat pump technology.

<PAGE>
Adwin Realty Company (ARC) - Incorporated in Pennsylvania
     Airport Business Center, 300 Stevens Drive, Lester
     Pennsylvania.  This company is a wholly-owned subsidiary of
     EPDC and is engaged in real estate development.  It is a
     minority participant (23.74%) in the Franklin Town
Corporation
     which is developing a 50-acre redevelopment area in downtown
     Philadelphia, including two parcels owned by Claimant.

Adwin Investment Company (AIC) - Incorporated in Delaware 
     This company is engaged in passive investing in various
     financial instruments and real estate holdings.

Eastern Pennsylvania Exploration Company (EPEC) - Incorporated in
Pennsylvania
     West Conshohocken Gas Facility, 300 Front Street, West
     Conshohocken, Pennsylvania.  This wholly owned subsidiary of
     Claimant is a partner with one or more subsidiaries of other
     utility companies in a joint venture originally engaged in
     natural gas exploration and drilling.  EPEC no longer
     participates in new drilling and exploration programs.  All
     gas production, as well as oil and gas liquids are sold
where
     they are produced.  The area of production is the Gulf
Coast,
     both on shore and in state water, but excluding federal
     waters.

2.   A BRIEF DESCRIPTION OF THE PROPERTIES OF CLAIMANT AND EACH
OF
     ITS SUBSIDIARY PUBLIC UTILITY COMPANIES USED FOR THE
     GENERATION, TRANSMISSION, AND DISTRIBUTION OF ELECTRIC
ENERGY
     FOR SALE, OR FOR THE PRODUCTION, TRANSMISSION, AND
     DISTRIBUTION OF NATURAL OR MANUFACTURED GAS, INDICATING THE
     LOCATION OF PRINCIPAL GENERATING PLANTS, TRANSMISSION LINES,
     PRODUCING FIELDS, GAS MANUFACTURING PLANTS, AND ELECTRIC AND
     GAS DISTRIBUTION FACILITIES, INCLUDING ALL SUCH PROPERTIES
     WHICH ARE OUTSIDE THE STATE IN WHICH CLAIMANT AND ITS
     SUBSIDIARIES ARE ORGANIZED AND ALL TRANSMISSION OR PIPELINES
     WHICH DELIVER OR RECEIVE ELECTRIC ENERGY OR GAS AT THE
BORDERS
     OF SUCH STATE.

CLAIMANT TOGETHER WITH ITS PUBLIC UTILITY SUBSIDIARIES

The properties of Claimant and PECO Energy Power Company are
located within Pennsylvania, except that the Claimant holds a
42.59
percent ownership interest in certain generating facilities
located
in Salem, N.J. which presently consist of 942 megawatts of
nuclear
and 16 megawatts of internal combustion generation as of January
1994, and claimant leases regeneration facilities at the Allied
Chemical Corporation in Claymont, Delaware and the Essex Chemical
Corporation in Newark, New Jersey.  The regeneration facilities
are
a necessary portion of the SO2 removal systems operating at
Claimant's Eddystone and Cromby generating stations.  Claimant is
also joint operator of a reservoir located near Phillipsburg, New
Jersey.  The properties of Claimant's other public utility
subsidiaries are located wholly within Maryland.  The location of
the principal electric generating plants, electric and gas
transmission and distribution facilities, including all
transmission or pipelines which deliver or receive electric
energy
or gas at state borders, with the exception of the jointly owned
Keystone and Conemaugh minemouth electric generating stations
located near Johnstown, Pennsylvania, and the Salem plant, are
shown on Exhibits B-1 and B-2 attached hereto.

The following information, unless otherwise indicated, is as of
December 31, 1993:

The electric facilities of Claimant and its subsidiaries with a
total net summer capacity of 8,877 net megawatts, include
seventeen
generating stations of which 2,776 megawatts are fossil-fired
steam; 813 megawatts are internal combustion; 1,350 megawatts are
hydro; and 3,938 megawatts are nuclear.  The seventeen generating
stations are interconnected through transmission lines,
substations
and related facilities.

The electric facilities of Claimant also include 92,665 conductor
miles of transmission, distribution and street lighting lines
serving 1,599,303 electric meters installed on customers'
premises. 
Additional electric generating capacity is available to Claimant
through the Pennsylvania-New Jersey-Maryland Interconnection
Association among the properties of Claimant, Pennsylvania Power
&
Light Company, Public Service Electric and Gas Company, Baltimore
Gas and Electric Company, Pennsylvania Electric Company,
Metropolitan Edison Company, Jersey Central Power & Light
Company,
Potomac Electric Power Company, Atlantic Electric Company and
Delmarva Power Company.  The maximum peak load (hourly demand)
for
the calendar year 1993, on the facilities of Claimant and
subsidiaries was 7,100 megawatts which occurred on July 8, 1993.

<PAGE>
The electricity generating plants of Claimant and subsidiary
companies are as follows:
<TABLE>
<CAPTION>
                                                      NET SUMMER
NAME OF PLANT     LOCATION                TYPE        CAPACITY -
 CLAIMANT                                             MEGAWATTS
<S>
   <C>            <C>                     <C>           <C>
Chester           Chester, PA on          Internal         39.0
                   Delaware River          Combustion
Cromby            Phoenixville on         Steam and
                   Schuylkill River        Internal
                                           Combustion     347.8
Delaware          Central Philadelphia    Steam and
                   on Delaware River       Internal
                                           Combustion     306.8
Richmond          Northeast Philadelphia  Internal
                   on Delaware River       Combustion      96.0
Schuylkill        Central Philadelphia    Steam and
                   on Schuylkill River     Internal
                                           Combustion     196.8
Southwark         Southeast Philadelphia  Internal
                   on Delaware River       Combustion      52.0
Eddystone         Eddystone, PA on        Steam and
                   DelawareRiver           Internal
                                           Combustion   1,362.0
Peach Bottom                              
 Atomic Power     Near Delta, PA on       
 Station           Susquehanna River      Nuclear         886.0
Keystone          Near Johnstown, PA       Mine-mouth 
                                           Steam and
                                           Internal
                                           Combustion     359.3
Muddy Run         13 miles up-stream
                   from Conowingo Dam on  Hydro-Pumped
                   the Susquehanna River  Storage         880.0
Conemaugh         Near Johnston, PA       Mine-mouth and
                                           Internal
                                           Combustion     354.3
Moser Substation  Moser Rd., Pottstown,   Internal
                   PA                      Combustion      45.0
Falls Substation  Falls Twp., Bucks Co.,  Internal
                   PA                      Combustion      45.0
Salem Generating  Salem Co., New Jersey   Nuclear and
 Station                                   Internal
                                           Combustion     958.0
Croydon           Bristol Twp., PA        Internal
                                           Combustion     369.0
Limerick          Limerick Twp.,          
                   Montgomery Co., PA     Nuclear       2,110.0
                                                        -------
     Total for Claimant's Stations                      8,408.8

PECO ENERGY POWER COMPANY
SUSQUEHANNA POWER COMPANY
Conowingo         Near Conowingo, MD,
                   on Susquehanna River   Hydro           470.0
                                                        -------
     Total for Claimant and Subsidiaries                8,876.8
                                                        =======
/TABLE
<PAGE>
The following summary shows the relationship of the principal
properties by Claimant to those owned by subsidiaries,
<TABLE>
<CAPTION>
                          OWNED BY   OWNED BY      
ELECTRIC PROPERTIES       CLAIMANT   SUBSIDIARIES     TOTAL
<S>
   <C>                    <C>         <C>          <C>
 Generating Capacity-MW      8,406.8     470.0        8,876.8
 Substation Transformer
  Capacity-KVA --------   33,698,655   997,500     34,696,155

 Transmission and
  Distribution Lines -
  Conductor Miles           88,497.8   4,167.5       92,665.3
<CAPTION>
GAS PROPERTIES
<S>
   <C>                     <C>         <C>          <C>
 Liquified Natural Gas
  Storage Capacity (MCF)   1,200,000     -0-        1,200,000
  Max. Daily Sendout
   (MCF/Day)                 200,000     -0-          200,000

 Propane-Air
  Storage Capacity
   (Gallons)               1,980,000     -0-        1,980,000
  Max. Daily Sendout
   (MCF/Day)                  30,000     -0-           30,000
  Distribution Main
   (Miles)                     5,285     -0-            5,285

</TABLE>
In addition to the electric generating plants described above,
Claimant owns 88,498 conductor miles of transmission and
distribution lines including 772 conductor miles of 500,000
volts,
1,618 conductor miles of 220,000 volts, 458 conductor miles of
132,000 volts, 591 conductor miles of 66,000 volts, 48,868
conductor miles of 33,000, 13,000 and 4,000 volts, 36,175
conductor
miles of 220-110 volts, and 16 conductor miles of street lighting
line.

Claimant owns and operates 465 substations with a total installed
capacity of 33,984,655 KVA in transformer equipment and 123,000
KW
in 25 cycle frequency converter equipment.

The capacities used in this statement are nameplate ratings,
except
where limited by associated equipment or operating conditions, in
which case the limited capacity is used.

Claimant's transmission lines which deliver or receive electric
energy at the borders of Pennsylvania make five connections with
Public Service Electric and Gas Company (New Jersey) at the
Pennsylvania-New Jersey line: two near New Hope, Pennsylvania,
one
at Biles Island on the Delaware River near Morrisville,
Pennsylvania, one is near Bristol, Pennsylvania and one is on the
Pennsylvania Railroad Company bridge extending between
Philadelphia, Pennsylvania and Camden, New Jersey.  Claimant's
lines also connect with those of Delmarva Power Company at the
Pennsylvania-Delaware line at Naamans, Pennsylvania, near
Claymont,
Delaware.  Connection is also made with the Atlantic Electric
Company transmission line at the Pennsylvania-New Jersey state
line
in Chester, Pennsylvania.  Two connections are made with the
Baltimore Gas and Electric Company transmission line at the
Pennsylvania-Maryland state line, near Delta, Pennsylvania. 
Connection is made with Conowingo Power Company, a subsidiary of
the Claimant, at the Pennsylvania-Maryland state line near
Pleasant
Grove, Pennsylvania.  Connection also is made with Susquehanna
Power Company, a subsidiary of the Claimant, at the Pennsylvania-
Maryland state line near Goat Hill, Pennsylvania by the
transmission lines which the Claimant leases from its subsidiary,
PECO Energy Power Company.  A line of PECO Energy Company
connects
with a line of Susquehanna Power Company at the Pennsylvania-
Maryland state line near Slate Hill, Pennsylvania.

GAS PLANTS

Claimant owns and operates the following gate stations where
natural gas is received from suppliers:

<TABLE>
<CAPTION>
                                    TRANS-                    
PROPANE/
                     TEXAS EASTERN  CONTINENTAL    LNG        
AIR
STATION              METER STATION  METER STATION  FACILITIES 
FACILITIES
<S>
   <C>                <C>             <C>           <C>        
<C>
Tilghman St., Chester      *              *                      

 
West Conshohocken          *              *             *        

 *
Ivyland                                   *
Oreland                                   *
Pottstown                                 *
East Greenville            *
Kennett Square                            *
Coatesville                               *
Parkesburg                                *
U. S. Steel-Dolington                     *
Warner-Devault                            *
Cromby-Phoenixville        *
Lukens-Conshohocken        *
Corson-Plymouth Meeting    *
Planebrook                 *
Hatfield                   *
Merck-Worcester            *
Upper Providence           *

</TABLE>
Claimant owns and operates a natural gas liquefaction and storage
plant at West Conshohocken, Pennsylvania, having the following
characteristics:

Gross Liquefaction Capacity:  6600 MCF/Day (Net 6000 MCF/Day
after 
                                 boiloff)
Design Sendout Capacity:      200,000 MCF/Day
LNG Tank Capacity:            1,200,000 MCF of Natural Gas

Claimant also owns and operates a propane air peak shaving
facility
at Chester, Pennsylvania, having the following characteristics:

Design Capacity:              30,000 MCF/Day Propane - Air
On Site LPG Capacity:         Twenty-two 90,000 gallon tanks
<PAGE>
Claimant has contracts with Texas Eastern Transmission
Corporation
(TETCO), Transcontinental Gas Pipe Line Corporation (Transco),
and
storage services under Service Agreements and Tariffs on file
with
the FERC.  Aggregate annual entitlements are approximately 55
million dekatherms for supply and 18.7 million dekatherms for
storage.
<TABLE>
<CAPTION>
                                     MAXIMUM        MAXIMUM
SUPPLY                   EXPIRATION  DAILY          ANNUAL
<S>
   <C>                   <C>         <C>            <C>
Direct Produce           4/93-3/01   199,533 dth(w) 55,443,185
dth
                                     135,533 dth(s)
<CAPTION>
                                     MAXIMUM        
STORAGE                  EXPIRATION  DAILY          CAPACITY
<S>
   <C>                   <C>         <C>            <C>
CNB GSS Storage Service  3/31/06      34,663 dth     3,326,029
dth
Equitrans SS-3 Storage   3/31/02      12,495         1,306,250
Texas Eastern SS-1A      4/30/00      43,601         2,616,030
Texas Eastern SS-1B      4/30/00      10,381           726,670
Texas Eastern SS-1C      4/30/00      12,419         1,466,737
Transco GSS Storage      3/31/92*     54,508         2,794,365
Transco WSS Storage      3/31/98      43,382         3,687,492
Transco S-2 Storage      Annual       31,142         2,800,347
<CAPTION>
                                     MAXIMUM
TRANSPORTATION           EXPIRATION  DAILY          USE
<S>
   <C>                   <C>         <C>            <C>

Equitrans STS            3/31/02      12,495        to SS-3
Storage
Texas Eastern FT-1       10/31/99     35,000        Firm
Transport
Texas Eastern CDS        10/31/99     49,286        Firm
Transport
Texas Eastern FTS-2      3/31/02      13,486        From SS-3
                                                       Storage
Texas Eastern FTS-7      4/15/00      23,183        From CNG GSS
                                                       Storage
Transco FT               4/31/06     158,832        Firm
Transport
<FN>
*Initial contract term expired continuing subject to service
agreement term and FERC Section 7 certification.
</TABLE>
In addition to the pipeline services rendered under the above
contracts, Claimant also purchases short-term spot supplies on a
best efforts basis from various gas producers and gas marketing
companies.  During 1993, total natural gas throughput from all
sources, including transportation of customer-owned gas delivered
in the Commonwealth of Pennsylvania, was approximately 85.8
million
dekatherms.

Claimant purchased no gas from its subsidiary, EPEC, during 1993.

The maximum one day sendout of Claimant for calendar year 1993
occurred on February 1 and amounted to 562,011,000 cubic feet of
gas.

<PAGE>
PECO ENERGY POWER COMPANY AND SUSQUEHANNA POWER COMPANY

PECO Energy Power Company and its subsidiary, Susquehanna Power
Company, own the Conowingo Hydro-Electric Project, which they
constructed under a Federal License dated February 20, 1926,
issued
by the Federal Power Commission under the Federal Water Power Act
of 1920.  The original license expired in 1976 after its 50-year
term was completed.  A new license was issued August 14, 1980 and
will expire September 1, 2014.  This expiration date is
concurrent
with the license for the Claimant's Muddy Run Pumped Storage
Project.  The common expiration date was based on FERC's desire
to
provide for concurrent future relicensing of both projects since
they are contiguous and are coordinated in operation.

Susquehanna Power Company owns the dam, power plant and
substations
which are located at Conowingo, Maryland, on the Susquehanna
River
about four miles above tidewater, and also owns the portion of
the
pool and transmission lines in Maryland.  PECO Energy Power
Company
owns the portion of the pool and transmission lines in
Pennsylvania.  These properties are operated under lease by the
affiliated company as described under Item 1.

The dam is of solid concrete masonry construction and is
approximately 4,650 feet in length, including the powerhouse,
headworks, regulating gates, gate-controlled spillway and
abutments.  The power station has a total rated installed
generating capacity of 512,000 kilowatts consisting of seven
original hydro-electric generating units each rated at 36,000
kilowatts capacity, and four additional units installed in 1964
each rated at 65,000 kilowatts capacity.  The total station
capacity has been reduced to 410 MW in the summer season due to
the
water releases required by FERC.  The reservoir extends upstream
about 15 miles over land on which licensee subsidiaries of the
Claimant have flowage rights where not owned in fee.

There are two transmission substations having a total rated
capacity of 610,000 KVA.  One, located on the roof of Conowingo
Station, has a rated capacity of 560,000 KVA and steps up the
energy generated at Conowingo Station from 13,200 volts to
230,000
volts for transmission to the electric lines of the Claimant. 
The
other is a 13,200-34,000 volt substation with a rated capacity of
50,000 KVA, from which energy is supplied to Conowingo Power
Company, an affiliate, and to the Claimant for local
distribution.

There are 21 circuit miles of 230,000 volt transmission lines and
ten circuit miles of 34,000 volt transmission lines.  The 230,000
volt transmission lines consist of two single circuit lines
supported on steel towers, of which 14 circuit miles, from the
Conowingo plant to the Maryland-Pennsylvania state line, near
Goat
Hill, Pennsylvania, are owned by Susquehanna Power Company, and
the
balance of seven circuit miles from the Maryland-Pennsylvania
state
line to a point at the boundary between West Nottingham and East
Nottingham Townships in Pennsylvania are owned by PECO Energy
Power
Company.  The 34,000 volt transmission lines are owned by
Susquehanna Power Company.

<PAGE>
                     CONOWINGO POWER COMPANY

Conowingo Power Company owns and operates 45 substations with a
total capacity of 387,500 KVA.  It receives its energy
requirements
from the Claimant and Claimant's subsidiary, Susquehanna Electric
Company.

Conowingo Power Company's lines connect with Delmarva Power &
Light
Company's lines at three locations at the Maryland-Delaware state
line - one near Elkton, Maryland in the vicinity of Greys Hill,
one
near Bethel, Maryland and one in the vicinity of Elkton,
Maryland. 
The lines of Conowingo Power Company and of PECO Energy Company
are
inter-connected at the Maryland-Pennsylvania state line in four
places - one near Rising Sun, one near Calvert, one near Cardiff,
and one near Appleton, all in Maryland.

3.   THE FOLLOWING INFORMATION FOR THE LAST CALENDAR YEAR WITH
     RESPECT TO CLAIMANT AND EACH OF ITS SUBSIDIARY PUBLIC
UTILITY
     COMPANIES:

(A)  NUMBER OF KWH OF ELECTRIC ENERGY SOLD (AT RETAIL OR
     WHOLESALE), AND MCF OF NATURAL OR MANUFACTURED GAS
DISTRIBUTED
     AT RETAIL.
<TABLE>
<CAPTION>
                      KWH SOLD (AT RETAIL OR WHOLESALE)
ELECTRIC SALES BY  INTERCOMPANY      OTHER             TOTAL
<S>
   <C>             <C>          <C>                <C>
PECO Energy Co.    676,685,362  41,497,485,486(a)  42,174,170,848
PECO Energy
  Power Co.             -               -                 -
Susquehanna
   Power Co.            -               -                 -
Susquehanna
   Electric Co.  1,609,015,655          -           1,609,015,655
Conowingo Power
   Co.                 114,448     765,403,707        765,518,155
<FN>
Note: (a) - Reflects gross deliveries including 457,000
            kilowatthours accounted for under the purchased and
            interchange power account.
</TABLE>
<TABLE>
<CAPTION>
GAS SALES BY          MCF OF GAS DISTRIBUTED AT RETAIL
<S>
   <C>                        <C>
PECO Energy Co.               60,923,000
</TABLE>
(B) - NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR
      MANUFACTURED GAS DISTRIBUTED AT RETAIL OUTSIDE THE 
      STATE IN WHICH EACH SUCH COMPANY IS ORGANIZED.

                              None

(C) - NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR
      MANUFACTURED GAS SOLD AT WHOLESALE OUTSIDE THE STATE IN
      WHICH EACH SUCH COMPANY IS ORGANIZED, OR AT THE STATE
      LINE.<PAGE>
<TABLE>
<CAPTION>
                      KWH SOLD (AT RETAIL OR WHOLESALE)
ELECTRIC SALES BY  INTERCOMPANY      OTHER             TOTAL
<S>
   <C>             <C>             <C>                <C>
PECO Energy Co.    676,685,362     121,434,000(a)     798,119,362
PECO Energy
  Power Co.             -               -                 -
Susquehanna
   Power Co.            -               -                 -
Susquehanna
   Electric Co.  1,478,389,653          -           1,478,389,653
Conowingo Power
   Co.                 114,448          -                 114,448
<FN>
Note: (a) - PECO Energy Company also had a delivery of
            335,931,000 kilowatthours of energy to the 
            Pennsylvania-New Jersey-Maryland Interconnection,
            some portion of which was sold at state lines, but
            the amount so sold cannot be determined.  This
            energy is accounted for under the purchased and
            interchange power account.
</TABLE>

<TABLE>
<CAPTION>
GAS SALES BY          MCF OF GAS DISTRIBUTED AT WHOLESALE
<S>
   <C>                           <C>
PECO Energy Co.                  None   
</TABLE>

(D)  NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR
     MANUFACTURED GAS PURCHASED OUTSIDE THE STATE IN WHICH       

     EACH SUCH COMPANY IS ORGANIZED, OR AT THE STATE LINE.
<TABLE>
<CAPTION>
                      KWH PURCHASED AT STATE LINE
ELECTRIC 
PURCHASES BY     INTERCOMPANY        OTHER             TOTAL
<S>
   <C>           <C>             <C>                <C>
PECO Energy Co.  1,478,504,101   1,658,676,000(a)   3,137,180,101
PECO Energy
  Power Co.             -               -                 -
Susquehanna
   Power Co.            -               -                 -
Susquehanna
   Electric Co.         -               -                 -      
Conowingo Power
   Co.             676,799,810          -             676,799,810
<FN>
Note: (a) - PECO Energy Company also received 3,888,504,000
            kilowatthours of energy from the Pennsylvania-New
            Jersey-Maryland Interconnection, a portion of
            which was purchased at state lines, but the amount
            purchased cannot be determined.  This energy is 
            accounted for under the purchased and interchange 
            power account.
</TABLE>

<TABLE>
<CAPTION>
GAS PURCHASED BY      MMCF OF GAS PURCHASED AT STATE LINE
<S>
   <C>                          <C>
PECO Energy Co.                 60,923,000
/TABLE
<PAGE>
                        RIDER A TO U-3A-2

4.             THE FOLLOWING INFORMATION FOR THE REPORTING PERIOD
WITH RESPECT TO CLAIMANT AND EACH INTEREST IT HOLDS DIRECTLY OR
INDIRECTLY IN AN EWG OR A FOREIGN UTILITY COMPANY, STATING
MONETARY AMOUNTS IN UNITED STATES DOLLARS:

(A)            NAME, LOCATION, BUSINESS ADDRESS AND DESCRIPTION
OF THE FACILITIES USED BY THE EWG OR FOREIGN UTILITY COMPANY FOR
THE GENERATION, TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY
FOR SALE OR FOR THE DISTRIBUTION AT RETAIL OF NATURAL OR
MANUFACTURED GAS.

                              None

(B)            NAME OF EACH SYSTEM COMPANY THAT HOLDS AN INTEREST
IN SUCH EWG OR FOREIGN UTILITY COMPANY; AND DESCRIPTION OF THE
INTEREST HELD.

                              None

(C)            TYPE AND AMOUNT OF CAPITAL INVESTED, DIRECTLY OR
INDIRECTLY, BY THE HOLDING COMPANY CLAIMING EXEMPTION; ANY DIRECT
OR INDIRECT GUARANTEE OF THE SECURITY OF THE EWG OR FOREIGN
UTILITY COMPANY BY THE HOLDING COMPANY CLAIMING EXEMPTION; AND
ANY DEBT OR OTHER FINANCIAL OBLIGATION FOR WHICH THERE IS
RECOURSE, DIRECTLY OR INDIRECTLY, TO THE HOLDING COMPANY CLAIMING
EXEMPTION OR ANOTHER SYSTEM COMPANY, OTHER THAN THE EWG OR
FOREIGN UTILITY COMPANY.

                              None

(D)            CAPITALIZATION AND EARNINGS OF THE EWG OR FOREIGN
UTILITY COMPANY DURING THE REPORTING PERIOD.

                              None

(E)            IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION
CONTRACT(S) BETWEEN THE EWG OR FOREIGN UTILITY COMPANY AND A
SYSTEM COMPANY, AND DESCRIBE THE SERVICES TO BE RENDERED OR GOODS
SOLD AND FEES OR REVENUES UNDER SUCH AGREEMENT(S).

                              None
<PAGE>
                            EXHIBITS

Exhibit A -    Consolidated statement of income and surplus of
               Claimant and its subsidiary companies for the
               calendar year 1993, together with a consolidated
               balance sheet of Claimant and its subsidiary
               companies as of the close of such calendar year.

Exhibit B-1 -  Map showing location of electric properties,
except
               jointly owned Keystone and Conemaugh electric
               generating stations located near Johnstown,
               Pennsylvania, and the Salem Generating Station in
               Salem, New Jersey.  Also, the service areas of
               Claimant and its subsidiary electric utility
               companies are included filed in paper format on
               Form SE.

Exhibit B-2 -  Map showing location of gas property and service
               area of Claimant filed in paper format on Form SE.

Exhibit C   -  Not Applicable.

*****************************************************************

<PAGE>
The above-named Claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this 25th day
of February, 1994.



                                PECO Energy Company
                                2301 Market Street
                                Philadelphia, PA  19103


                                /s/ M. W. Rimerman
                               
__________________________________
                                Vice President - Finance
                                and Treasurer



CORPORATE SEAL


Attest:


/s/ L. S. Binder
_____________________________
Secretary


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




Morton W. Rimerman         Vice President - Finance and Treasurer
- -----------------------------------------------------------------
- -
(Name)                     (Title)



                       PECO Energy Company
   2301 Market Street, P.O. Box 8699, Philadelphia, PA  19101
- ----------------------------------------------------------------
                        (Mailing Address)

<TABLE>
<CAPTION>
          PECO Energy Company and Subsidiary Companies  Exhibit A
                Consolidating Statement of Income         1 of 27
              Twelve Months Ended December 31, 1993
                     (Thousands of Dollars)


                           Consolidated                Combined
                           Totals        Eliminations  Totals
<S>
   <C>                     <C>              <C>        <C>
Operating Revenues
 Electric                  $3,605,425       $87,741    $3,693,166
 Gas                          382,704           ---       382,704
 Non-Utility Subsidiaries      10,313             2        10,315
                           ----------       -------    ----------
    Total Operating Rev.    3,998,442        87,743     4,086,185
                           ----------       -------    ----------
Operating Expenses
 Fuel and Energy 
  Interchange                 659,580        76,010       735,590
 Other Operating              864,219        11,733       875,952
 Maintenance                  365,384           ---       365,384
 Depreciation                 429,224           ---       429,224
 Income Taxes                 349,115           ---       349,115
 Other Taxes                  298,384           ---       298,384
                           ----------       -------    ----------
    Total Operating
     Expenses               2,965,906        87,743     3,053,649
                           ----------       -------    ----------
Operating Income            1,032,536           ---     1,032,536
                           ----------       -------    ----------
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction                 11,885           ---        11,885
 Equity in Subsidiary
  Companies                       ---         3,655         3,655
 Income Taxes                 (11,808)          ---       (11,808)
 Other, Net                    18,889             4        18,893 
                           ----------       -------    ----------
     Total Other Income
      and Deductions           18,966         3,659        22,625 
                           ----------       -------    ----------
Income Before Interest
 Charges                    1,051,502         3,659     1,055,161
                           ----------       -------    ----------
Interest Charges
 Long-Term Debt               436,741           ---       436,741
 Short-Term Debt               36,002             4        36,006
 Allowance for Borrowed
  Funds Used During
  Construction                (11,889)          ---       (11,889)
                           ----------       -------    ----------
     Net Interest Charges     460,854             4       460,858
                           ----------       -------    ----------
Net Income                   $590,648       $ 3,655      $594,303
                           ==========       =======    ==========
<PAGE>
<CAPTION>
          PECO Energy Company and Subsidiary Companies  Exhibit A
                Consolidating Statement of Income         2 of 27
              Twelve Months Ended December 31, 1993
                     (Thousands of Dollars)

                                         PECO          
                           PECO          Energy        Susquehanna
                           Energy        Power         Power
                           Company       Company       Company
<S>
   <C>                     <C>              <C>        <C>
Operating Revenues
 Electric                  $3,575,247       $   969    $   14,202
 Gas                          382,704           ---           ---
 Non-Utility Subsidiaries         ---           ---           ---
                           ----------       -------    ----------
    Total Operating Rev.    3,957,951           969        14,202
                           ----------       -------    ----------
Operating Expenses
 Fuel and Energy 
  Interchange                 680,954           ---           ---
 Other Operating              835,950            46            36
 Maintenance                  357,122           ---           ---
 Depreciation                 420,735            41         1,457
 Income Taxes                 348,328            47         3,260
 Other Taxes                  292,798           317         1,979
                           ----------       -------    ----------
    Total Operating
     Expenses               2,935,887           451         6,732
                           ----------       -------    ----------
Operating Income            1,022,064           518         7,470
                           ----------       -------    ----------
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction                 11,742            10           123
 Equity in Subsidiary
  Companies                     3,775         7,661           ---
 Income Taxes                 (11,761)           (3)          (46)
 Other, Net                    21,505           ---            (8)
                           ----------       -------    ----------
     Total Other Income
      and Deductions           25,261         7,668            69 
                           ----------       -------    ----------
Income Before Interest
 Charges                    1,047,325         8,186         7,539
                           ----------       -------    ----------
Interest Charges
 Long-Term Debt               432,640            67           ---
 Short-Term Debt               35,782            43             1
 Allowance for Borrowed
  Funds Used During
  Construction                (11,745)          (11)         (123)
                           ----------       -------    ----------
     Net Interest Charges     456,677            99          (122)
                           ----------       -------    ----------
Net Income                   $590,648       $ 8,087      $  7,661
                           ==========       =======    ==========<PAGE>
<CAPTION>
          PECO Energy Company and Subsidiary Companies  Exhibit A
                Consolidating Statement of Income         3 of 27
              Twelve Months Ended December 31, 1993
                     (Thousands of Dollars)

                                                       Eastern
                           Conowingo     Susquehanna   Pennsylvania
                           Power         Electric      Development
                           Company       Company       Company
<S>
   <C>                     <C>              <C>        <C>
Operating Revenues
 Electric                  $   77,495       $25,253    $      ---
 Gas                              ---           ---           ---
 Non-Utility Subsidiaries         ---           ---           ---
                           ----------       -------    ----------
    Total Operating Rev.       77,495        25,253           ---
                           ----------       -------    ----------
Operating Expenses
 Fuel and Energy 
  Interchange                  54,636           ---           ---
 Other Operating                7,013        19,940             2
 Maintenance                    2,414         4,873           ---
 Depreciation                   2,719           ---           ---
 Income Taxes                   2,639           117            (1)
 Other Taxes                    2,715           323           --- 
                           ----------       -------    ----------
    Total Operating
     Expenses                  72,136        25,253             1
                           ----------       -------    ----------
Operating Income                5,359           ---            (1)
                           ----------       -------    ----------
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction                     10           ---           ---
 Equity in Subsidiary
  Companies                       ---           ---        (7,781)
 Income Taxes                      (1)            3           --- 
 Other, Net                       122           (38)          --- 
                           ----------       -------    ----------
     Total Other Income
      and Deductions              131           (35)       (7,781)
                           ----------       -------    ----------
Income Before Interest
 Charges                        5,490           (35)       (7,782)
                           ----------       -------    ----------
Interest Charges
 Long-Term Debt                   ---           ---           ---
 Short-Term Debt                  145            35           ---
 Allowance for Borrowed
  Funds Used During
  Construction                    (10)          ---           --- 
                           ----------       -------    ----------
     Net Interest Charges         135            35           --- 
                           ----------       -------    ----------
Net Income                   $  5,355       $   (70)     $ (7,782)
                           ==========       =======    ==========<PAGE>
<CAPTION>
          PECO Energy Company and Subsidiary Companies  Exhibit A
                Consolidating Statement of Income         4 of 27
              Twelve Months Ended December 31, 1993
                     (Thousands of Dollars)

                                                       
                           Adwin         Adwin         Adwin
                           Investment    Realty        Equipment
                           Company       Company       Company
<S>
   <C>                     <C>              <C>        <C>
Operating Revenues
 Electric                  $      ---       $   ---    $      ---
 Gas                              ---           ---           ---
 Non-Utility Subsidiaries         179         6,890         2,342
                           ----------       -------    ----------
    Total Operating Rev.          179         6,890         2,342
                           ----------       -------    ----------
Operating Expenses
 Fuel and Energy 
  Interchange                     ---           ---           ---
 Other Operating                   80        10,104         2,504
 Maintenance                      ---           717           258
 Depreciation                     ---         2,257           486
 Income Taxes                      37        (3,450)          (82)
 Other Taxes                      ---           231            16 
                           ----------       -------    ----------
    Total Operating
     Expenses                     117         9,859         3,182
                           ----------       -------    ----------
Operating Income                   62        (2,969)         (840)
                           ----------       -------    ----------
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction                    ---           ---          ---
 Equity in Subsidiary
  Companies                       ---           ---            --- 
 Income Taxes                     ---           ---            --- 
 Other, Net                       ---           ---            --- 
                           ----------       -------    ----------
     Total Other Income
      and Deductions              ---           ---           --- 
                           ----------       -------    ----------
Income Before Interest
 Charges                           62        (2,969)         (840)
                           ----------       -------    ----------
Interest Charges
 Long-Term Debt                   ---         3,345           689
 Short-Term Debt                  ---           ---           ---
 Allowance for Borrowed
  Funds Used During
  Construction                    ---           ---           --- 
                           ----------       -------    ----------
     Net Interest Charges         ---         3,345           689 
                           ----------       -------    ----------
Net Income                   $     62       $(6,314)     $ (1,529)
                           ==========       =======    ==========<PAGE>
<CAPTION>
          PECO Energy Company and Subsidiary Companies  Exhibit A
                Consolidating Statement of Income         5 of 27
              Twelve Months Ended December 31, 1993
                     (Thousands of Dollars)

                           Eastern                     
                           Pennsylvania
                           Exploration
                           Company       
<S>
   <C>                     <C>
Operating Revenues
 Electric                  $      ---    
 Gas                              ---    
 Non-Utility Subsidiaries         904    
                           ----------    
    Total Operating Rev.          904    
                           ----------    
Operating Expenses
 Fuel and Energy 
  Interchange                     ---    
 Other Operating                  277    
 Maintenance                      ---    
 Depreciation                   1,529    
 Income Taxes                  (1,780)   
 Other Taxes                        5    
                           ----------    
    Total Operating
     Expenses                      31    
                           ----------    
Operating Income                  873    
                           ----------    
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction                    ---    
 Equity in Subsidiary
  Companies                       ---    
 Income Taxes                     ---    
 Other, Net                    (2,688)   
                           ----------    
     Total Other Income
      and Deductions           (2,688)   
                           ----------    
Income Before Interest
 Charges                       (1,815)   
                           ----------    
Interest Charges
 Long-Term Debt                   ---    
 Short-Term Debt                  ---    
 Allowance for Borrowed
  Funds Used During
  Construction                    ---    
                           ----------    
     Net Interest Charges         ---    
                           ----------    
Net Income                   $ (1,815)   
                           ==========    
/TABLE
<PAGE>
<TABLE>
<CAPTION>
                                                        Exhibit A
                                                          6 of 27
          PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
         CONSOLIDATING STATEMENT OF INCOME ELIMINATIONS
              TWELVE MONTHS ENDED DECEMBER 31, 1993
                     (THOUSANDS OF DOLLARS)

ELIMINATION NO. 1
<S>
   <C>                                   <C>          <C>
Operating Revenues - Electric            $87,741       
                   - Non-Utility
                     Subsidiaries              2

     Operating Expenses                                $87,743

For eliminating intercompany transactions
with respect to sales of energy and 
rentals, as follows:

                                         Operating     Operating
                                         Revenues      Expenses

The Susquehanna Power Company            $14,202
 Rental of generating and trans-
 mission facilities to The
 Susquehanna Electric Company                          $14,202

PECO Energy Company                       46,625
 Sales of electric energy to
 Conowingo Power Company                                46,625

The Susquehanna Electric Company           8,795
 Sales of electric energy to
 Conowingo Power Company                                 8,795

The Susquehanna Electric Company          16,031
 Sales of electric energy to
 PECO Energy Company                                    16,031

PECO Energy Power Company                    781
 Rental of transmission facilities
 to PECO Energy Company                                    781

Conowingo Power Company                    1,296
 Rental of transmission facilities
 to PECO Energy Company                                  1,296

Conowingo Power Company                       11
 Sales of electric energy to
 PECO Energy Company                                        11

Eastern Pennsylvania Exploration Company       2
 Sales of gas to PECO Energy Company                         2
                                         -------       -------
TOTAL                                    $87,743       $87,743
                                         =======       =======
/TABLE
<PAGE>
<TABLE>
<CAPTION>
                                                          Exhibit A
                                                            7 of 27

             PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
            CONSOLIDATING STATEMENT OF INCOME ELIMINATIONS
                 TWELVE MONTHS ENDED DECEMBER 31, 1993
                        (Thousands of Dollars)

ELIMINATION NO. 2
<S>
   <C>                                  <C>       <C>
Other Income                            $ 3,659

   Interest Charges                               $     4

   Equity in Earnings of
    Subsidiary Companies - Consolidated             3,655


For eliminating intercompany items in
connection with interest on notes and
subsidiary earnings as follows:
<CAPTION>
                                                    Equity in Earnings
                                Other    Interest   of Subsidiary
                                Income   Charges    Companies
<S>
    <C>                         <C>       <C>       <C>
PECO Energy Company             $    4
 Interest from The 
  Susquehanna Electric Company             $  4


PECO Energy Company              3,775
 Equity in Earnings of
  Subsidiary Companies
   PECO Energy Power Co.                            $8,087
   Conowingo Power Co.                               5,355
   The Susquehanna Electric Co.                        (70)
   Eastern Pennsylvania Develop-
    ment Co.                                        (7,782)
   Eastern Pennsylvania Explora-
    tion Co.                                        (1,815)

PECO Energy Power Company           7,661
 Equity in Earnings of Subsidiary
  Company
   The Susquehanna Power Co.                         7,661

Eastern Pennsylvania Development
Authority
 Equity in Earnings of Subsidiary
  Company                         (7,781)
   Adwin Equipment Co.                              (1,529)
   Adwin Realty Co.                                 (6,314)
   Adwin Investment Co.                                 62
                                  ------   ----     ------
                                  $3,659   $  4     $3,655
                                  ======   ====     ======
/TABLE
<PAGE>
<TABLE>
<CAPTION>
                                                             Exhibit A
                                                               8 of 27
             PECO Energy Company and Subsidiary Companies
      Consolidating Statement of Unappropriated Retained Earnings
                 Twelve Months Ended December 31, 1993
                        (Thousands of Dollars)


                              Consolidated                Combined
                              Totals        Eliminations  Totals
<S>
   <C>                        <C>              <C>        <C>
Balance at January 1, 1993    $  561,824       $   ---    $  561,824

Additions:
 Net Income for twelve months
  ended December 31, 1993
  (excluding Equity in 
  Earnings of Subsidiary
  Companies)                     590,648           ---       590,648

 Dividends Received from 
  Subsidiary Companies               ---        15,807        15,807
                              ----------       -------    ----------
       Total Additions           590,648        15,807       606,455
                              ----------       -------    ----------
Deductions:
 Expenses in Connection
  with Issuance of
   Preferred Stock                 5,625           ---         5,625

 Cash Dividend Declared
   Preferred Stock                49,919           ---        49,919
   Common Stock                  316,162        15,807       331,969

 Issuance of Stock
   Long-Term Incentive Plan        7,039           ---         7,039
                              ----------       -------    ----------   
      Total Deductions           378,745        15,807       394,552
                              ----------       -------    ----------
Balance at December 31, 1993  $  773,727       $   ---     $ 773,727
                              ==========       =======    ==========
<PAGE>
<CAPTION>
                                                             Exhibit A
                                                               9 of 27
             PECO Energy Company and Subsidiary Companies
      Consolidating Statement of Unappropriated Retained Earnings
                 Twelve Months Ended December 31, 1993
                        (Thousands of Dollars)

                                            PECO          
                              PECO          Energy        Susquehanna
                              Energy        Power         Power
                              Company       Company       Company
<S>
   <C>                        <C>              <C>        <C>
Balance at January 1, 1993    $  512,099       $   886    $    6,564

Additions:
 Net Income for twelve months
  ended December 31, 1993
  (excluding Equity in 
  Earnings of Subsidiary
  Companies)                     586,873           426         7,661

 Dividends Received from 
  Subsidiary Companies             8,118         7,689           ---
                              ----------       -------    ----------
       Total Additions           594,991         8,115         7,661
                              ----------       -------    ----------
Deductions:
 Expenses in Connection
  with Issuance of
   Preferred Stock                 5,625           ---           ---

 Cash Dividend Declared
   Preferred Stock                49,919           ---           ---
   Common Stock                  316,162         8,118         7,689
 Issuance of Stock
   Long-Term Incentive Plan        7,039           ---           ---
                              ----------       -------    ----------
       Total Deductions          378,745         8,118         7,689
                              ----------       -------    ----------
Balance at December 31, 1993  $  728,345       $   883     $   6,536
                              ==========       =======    ==========
<PAGE>
<CAPTION>
                                                             Exhibit A
                                                              10 of 27
             PECO Energy Company and Subsidiary Companies
      Consolidating Statement of Unappropriated Retained Earnings
                 Twelve Months Ended December 31, 1993
                        (Thousands of Dollars)

                                                          Eastern
                              Conowingo     Susquehanna   Pennsylvania
                              Power         Electric      Development
                              Company       Company       Company
<S>
   <C>                        <C>              <C>        <C>
Balance at January 1, 1993    $   50,939       $   (40)   $      449

Additions:
 Net Income for twelve months
  ended December 31, 1993
  (excluding Equity in 
  Earnings of Subsidiary
  Companies)                       5,355           (70)           (1)

 Dividends Received from 
  Subsidiary Companies               ---           ---           ---
                              ----------       -------    ----------
       Total Additions             5,355           (70)           (1)
                              ----------       -------    ----------
Deductions:
 Expenses in Connection
  with Issuance of
   Preferred Stock                   ---           ---           ---

 Cash Dividend Declared
   Preferred Stock                   ---           ---           ---
   Common Stock                      ---           ---           ---
 Issuance of Stock
   Long-Term Incentive Plan          ---           ---           ---
                              ----------       -------    ----------
       Total Deductions              ---           ---           ---
                              ----------       -------    ----------
Balance at December 31, 1993  $   56,294       $  (110)    $     448
                              ==========       =======    ==========
<PAGE>
<CAPTION>
                                                             Exhibit A
                                                              11 of 27
             PECO Energy Company and Subsidiary Companies
      Consolidating Statement of Unappropriated Retained Earnings
                 Twelve Months Ended December 31, 1993
                        (Thousands of Dollars)


                                                          
                              Adwin         Adwin         Adwin 
                              Investment    Realty        Equipment
                              Company       Company       Company
<S>
   <C>                        <C>              <C>        <C>
Balance at January 1, 1993    $     (140)      $ 8,051    $   (2,429)

Additions:
 Net Income for twelve months
  ended December 31, 1993
  (excluding Equity in 
  Earnings of Subsidiary
  Companies)                          62        (6,314)       (1,529)

 Dividends Received from 
  Subsidiary Companies               ---           ---           ---
                              ----------       -------    ----------
       Total Additions                62        (6,314)       (1,529)
                              ----------       -------    ----------
Deductions:
 Expenses in Connection
  with Issuance of
   Preferred Stock                   ---           ---           ---

 Cash Dividend Declared
   Preferred Stock                   ---           ---           ---
   Common Stock                      ---           ---           ---
 Issuance of Stock
   Long-Term Incentive Plan          ---           ---           ---
                              ----------       -------    ----------
       Total Deductions              ---           ---           ---
                              ----------       -------    ----------
Balance at December 31, 1993  $      (78)      $ 1,737     $  (3,958)
                              ==========       =======    ==========
<PAGE>
<CAPTION>
                                                             Exhibit A
                                                              12 of 27
             PECO Energy Company and Subsidiary Companies
      Consolidating Statement of Unappropriated Retained Earnings
                 Twelve Months Ended December 31, 1993
                        (Thousands of Dollars)
                                                          
                              Eastern
                              Pennsylvania
                              Exploration
                              Company       
<S>
   <C>                        <C>
Balance at January 1, 1993    $  (14,555)

Additions:
 Net Income for twelve months
  ended December 31, 1993
  (excluding Equity in 
  Earnings of Subsidiary
  Companies)                      (1,815)

 Dividends Received from 
  Subsidiary Companies               ---
                              ----------
       Total Additions            (1,815)
                              ----------
Deductions:
 Expenses in Connection
  with Issuance of
   Preferred Stock                   ---

 Cash Dividend Declared
   Preferred Stock                   ---
   Common Stock                      ---
 Issuance of Stock
   Long-Term Incentive Plan          ---
                              ----------
       Total Deductions              ---
                              ----------
Balance at December 31, 1993  $  (16,370)
                              ==========
<PAGE>
<CAPTION>
             PECO Energy Company and Subsidiary Companies    Exhibit A
                     Consolidating Balance Sheet              13 of 27
                           December 31, 1993
                        (Thousands of Dollars)


                              Consolidated                Combined
                              Totals        Eliminations  Totals
<S>
   <C>                        <C>           <C>           <C>
Assets
Utility Plant, at Original
Cost                                                      
 Electric                     $13,102,088   $       ---   $13,102,088
 Gas                              843,205           ---       843,205
 Common                           305,678           ---       305,678
                              -----------   -----------   -----------
                               14,250,971           ---    14,250,971
  Less: Accumulated Provision
        for Depreciation        3,973,706           ---     3,973,706
                              -----------   -----------   -----------
                               10,277,265           ---    10,277,265
Nuclear Fuel, Net                 179,529           ---       179,529
Construction Work in 
 Progress                         381,247           ---       381,247
Leased Property, Net              194,702           ---       194,702
                              -----------   -----------   -----------
      Net Utility Plant        11,032,743           ---    11,032,743
                              -----------   -----------   -----------
Current Assets
 Cash and Temporary
  Cash Investment                  49,614           ---        49,614
 Accounts Receivable, Net 
  Customers                       123,644           ---       123,644
  Other                            51,651        44,157        95,808
 Inventories, at Average Cost
  Fossil Fuel                      67,040           ---        67,040
  Material and Supplies           142,132           ---       142,132
 Deferred Income Taxes             31,373           ---        31,373
 Other                             58,205           ---        58,205
                              -----------   -----------   -----------
      Total Current Assets        523,659        44,157       567,816
                              -----------   -----------   -----------
Deferred Debits and Other Assets
 Recoverable Deferred 
  Income Taxes                  2,297,368           ---     2,297,368
 Deferred Limerick Costs          433,605           ---       433,605
 Deferred Non-Pension Post-
  retirement Benefits Costs        44,691           ---        44,691
 Investments                      192,900           ---       192,900
 Investments in Subsidiary
  Companies                           ---       316,717       316,717
 Loss on Reacquired Debt          343,004           ---       343,004
 Other                            223,496          (947)      222,549
                              -----------   -----------   -----------
       Total Deferred Debits
        and Other Assets        3,535,064       315,770     3,850,834
                              -----------   -----------   -----------
TOTAL                         $15,091,466   $   359,927   $15,451,393
                              ===========   ===========   ===========<PAGE>
<CAPTION>
             PECO Energy Company and Subsidiary Companies    Exhibit A
                     Consolidating Balance Sheet              14 of 27
                           December 31, 1993
                        (Thousands of Dollars)
                                            PECO          
                              PECO          Energy        Susquehanna
                              Energy        Power         Power
                              Company       Company       Company
<S>
   <C>                        <C>           <C>           <C>
Assets
Utility Plant, at Original
Cost                                                      
 Electric                     $12,872,985   $     6,103   $   113,331
 Gas                              843,205           ---           ---
 Common                           203,747           ---           ---
                              -----------   -----------   -----------
                               13,919,937         6,103       113,331
  Less: Accumulated Provision
        for eciation            3,875,309           508        38,555
                              -----------   -----------   -----------
                               10,044,628         5,595        74,776
Nuclear Fuel, Net                 179,529           ---           ---
Construction Work in 
 Progress                         372,130           ---         8,246
Leased Property, Net              194,702           ---           ---
                              -----------   -----------   -----------
      Net Utility Plant        10,790,989         5,595        83,022
                              -----------   -----------   -----------
Current Assets
 Cash and Temporary
  Cash Investment                  40,911           147           119
 Accounts Receivable, Net 
  Customers                       114,269           ---           ---
  Other                            74,704         1,729         2,799
 Inventories, at Average Cost
  Fossil Fuel                      67,040           ---           ---
  Material and Supplies           141,357           ---           ---
 Deferred Income Taxes             31,008           ---           ---
 Other                             55,303           ---           967
                              -----------   -----------   -----------
      Total Current Assets        524,592         1,876         3,885
                              -----------   -----------   -----------
Deferred Debits and Other Assets
 Recoverable Deferred 
  Income Taxes                  2,285,830            66         8,325
 Deferred Limerick Costs          433,605           ---           ---
 Deferred Non-Pension Post-
  retirement Benefits Costs        43,720           ---           ---
 Investments                      169,704           385         1,001
 Investments in Subsidiary
  Companies                       194,994        74,984           ---
 Loss on Reacquired Debt          343,004           ---           ---
 Other                            200,947             1           228
                              -----------   -----------   -----------
       Total Deferred Debits
        and Other Assets        3,671,804        75,436         9,554
                              -----------   -----------   -----------
TOTAL                         $14,987,385   $    82,907   $    96,461
                              ===========   ===========   ===========<PAGE>
<CAPTION>
             PECO Energy Company and Subsidiary Companies    Exhibit A
                     Consolidating Balance Sheet              15 of 27
                           December 31, 1993
                        (Thousands of Dollars)
                                                          Eastern
                              Conowingo     Susquehanna   Pennsylvania
                              Power         Electric      Development
                              Company       Company       Company
<S>
   <C>                        <C>           <C>           <C>
Assets
Utility Plant, at Original
Cost                                                      
 Electric                     $   109,668   $         1   $       ---
 Gas                                  ---           ---           ---
 Common                               ---           ---           ---
                              -----------   -----------   -----------
                                  109,668             1           ---
  Less: Accumulated Provision
        for Depreciation           32,433           ---           ---
                              -----------   -----------   -----------
                                   77,235             1           ---
Nuclear Fuel, Net                     ---           ---           ---
Construction Work in 
 Progress                             871           ---           ---
Leased Property, Net                  ---           ---           ---
                              -----------   -----------   -----------
      Net Utility Plant            78,106             1           ---
                              -----------   -----------   -----------
Current Assets
 Cash and Temporary
  Cash Investment                   5,417           329             1
 Accounts Receivable, Net 
  Customers                         8,170           142           ---
  Other                             2,384        10,309           ---
 Inventories, at Average Cost
  Fossil Fuel                         ---           ---           ---
  Material and Supplies               247           528           ---
 Deferred Income Taxes               (804)          (19)            2
 Other                              1,625           310           ---
                              -----------   -----------   -----------
      Total Current Assets         17,039        11,599             3
                              -----------   -----------   -----------
Deferred Debits and Other Assets
 Recoverable Deferred 
  Income Taxes                      3,334          (187)          ---
 Deferred Limerick Costs              ---           ---           ---
 Deferred Non-Pension Post-
  retirement Benefit Costs            603           368           ---
 Investments                          180           ---           ---
 Investments in Subsidiary
  Companies                           ---           ---        46,739
 Loss on Reacquired Debt              ---           ---           ---
 Other                             20,304            49           ---
                              -----------   -----------   -----------
       Total Deferred Debits
        and Other Assets           24,421           230        46,739
                              -----------   -----------   -----------
TOTAL                         $   119,566   $    11,830   $    46,742
                              ===========   ===========   ===========<PAGE>
<CAPTION>
             PECO Energy Company and Subsidiary Companies    Exhibit A
                     Consolidating Balance Sheet              16 of 27
                           December 31, 1993
                        (Thousands of Dollars)
                                                          
                              Adwin         Adwin         Adwin
                              Investment    Realty        Equipment
                              Company       Company       Company
<S>
   <C>                        <C>           <C>           <C>
Assets
Utility Plant, at Original
Cost                                                      
 Electric                     $       ---   $       ---   $       ---
 Gas                                  ---           ---           ---
 Common                               ---        75,479         7,128
                              -----------   -----------   -----------
                                      ---        75,479         7,128
  Less: Accumulated Provision
        for Depreciation              ---         6,227         1,726
                              -----------   -----------   -----------
                                      ---        69,252         5,402
Nuclear Fuel, Net                     ---           ---           ---
Construction Work in 
 Progress                             ---           ---           ---
Leased Property, Net                  ---           ---           ---
                              -----------   -----------   -----------
      Net Utility Plant               ---        69,252         5,402
                              -----------   -----------   -----------
Current Assets
 Cash and Temporary
  Cash Investment                       6           996         1,079
 Accounts Receivable, Net 
  Customers                           ---           ---           ---
  Other                                64         1,856         1,962
 Inventories, at Average Cost
  Fossil Fuel                         ---           ---           ---
  Material and Supplies               ---           ---           ---
 Deferred Income Taxes                 94         1,092           ---
 Other                                ---           ---           ---
                              -----------   -----------   -----------
      Total Current Assets            164         3,944         3,041
                              -----------   -----------   -----------
Deferred Debits and Other Assets
 Recoverable Deferred 
  Income Taxes                        ---           ---           ---
 Deferred Limerick Costs              ---           ---           ---
 Deferred Non-Pension Post-
  retirement Benefit Costs            ---           ---           ---
 Investments                        3,312        14,010         4,308
 Investments in Subsidiary
  Companies                           ---           ---           ---
 Loss on Reacquired Debt              ---           ---           ---
 Other                                ---           931            89
                              -----------   -----------   -----------
       Total Deferred Debits
        and Other Assets            3,312        14,941         4,397
                              -----------   -----------   -----------
TOTAL                         $     3,476   $    88,137   $    12,840
                              ===========   ===========   ===========<PAGE>
<CAPTION>
             PECO Energy Company and Subsidiary Companies    Exhibit A
                     Consolidating Balance Sheet              17 of 27
                           December 31, 1993
                        (Thousands of Dollars)
                              Eastern                     
                              Pennsylvania
                              Exploration
                              Company       
<S>
   <C>                        <C>
Assets
Utility Plant, at Original
Cost                                                      
 Electric                     $       ---
 Gas                                  ---
 Common                            19,324
                              -----------
                                   19,324
  Less: Accumulated Provision
        for Depreciation           18,948
                              -----------
                                      376
Nuclear Fuel, Net                     ---
Construction Work in 
 Progress                             ---
Leased Property, Net                  ---
                              -----------
      Net Utility Plant               376
                              -----------
Current Assets
 Cash and Temporary
  Cash Investment                     609
 Accounts Receivable, Net 
  Customers                         1,063
  Other                                 1
 Inventories, at Average Cost
  Fossil Fuel                         ---
  Material and Supplies               ---
 Deferred Income Taxes                ---
 Other                                ---
                              -----------
      Total Current Assets          1,673
                              -----------
Deferred Debits and Other Assets
 Recoverable Deferred 
  Income Taxes                        ---
 Deferred Limerick Costs              ---
 Deferred Non-Pension Post-
  retirement Benefit Costs            ---
 Investments                          ---
 Investments in Subsidiary
  Companies                           ---
 Loss on Reacquired Debt              ---
 Other                                ---
                              -----------
       Total Deferred Debits
        and Other Assets              ---
                              -----------
TOTAL                         $     2,049
                              ===========
/TABLE
<PAGE>
<TABLE>
<CAPTION>
             PECO Energy Company and Subsidiary Companies    Exhibit A
                     Consolidating Balance Sheet              18 of 27
                           December 31, 1993
                        (Thousands of Dollars)


                              Consolidated                Combined
                              Totals        Eliminations  Totals
<S>
   <C>                        <C>             <C>         <C>
Capitalization and Liabilities
Capitalization 
Common Shareholders' Equity
 Common Stock                 $ 3,488,477      $ 84,218   $ 3,572,695
 Other Paid-In Capital              1,214       182,820       184,034
 Retained Earnings                773,727        49,619       823,346
                              -----------   -----------   -----------
                                4,263,418       316,657     4,580,075
Preferred and Preference Stock
 Without Mandatory 
  Redemption                      422,472           ---       422,472
 With Mandatory Redemption        186,500           ---       186,500
Long-Term Debt                  4,930,271           ---     4,930,271
Advances from Subsidiary
 Companies                           ---             60            60
                              -----------   -----------   -----------
   Total Capitalization         9,802,661       316,717    10,119,378
                              -----------   -----------   -----------
Current Liabilities
 Notes Payable, Bank              119,350           ---       119,350
 Long-Term Debt Due Within
  One Year                        258,405           ---       258,405
 Capital Lease Obligations
  Due Within One Year              60,500           ---        60,500
 Accounts Payable                 244,712        43,210       287,922
 Taxes Accrued                     24,899           ---        24,899
 Deferred Energy Costs             48,691           ---        48,691
 Interest Accrued                  97,540           ---        97,540
 Dividends Payable                 18,345           ---        18,345
 Other                             90,867           ---        90,867
                              -----------   -----------   -----------
   Total Current Liabilities      963,309        43,210     1,006,519
                              -----------   -----------   -----------
Deferred Credits and Other
Liabilities
 Capital Lease Obligations        134,202           ---       134,202
 Deferred Income Taxes          3,388,661           ---     3,388,661
 Unamortized Investment
  Tax Credits                     386,162           ---       386,162
 Pension Obligation for Early
  Retirement Plan                 135,286           ---       135,286
 Non-Pension Postretirement
  Benefits Obligation              51,781           ---        51,781
 Other                            229,404           ---       229,404
                              -----------   -----------   -----------
   Total Deferred Credits
    and Other Liabilities       4,325,496           ---     4,325,496
                              -----------   -----------   -----------
TOTAL                         $15,091,466   $   359,927   $15,451,393
                              ===========   ===========   ===========<PAGE>
<CAPTION>
             PECO Energy Company and Subsidiary Companies    Exhibit A
                     Consolidating Balance Sheet              19 of 27
                           December 31, 1993
                        (Thousands of Dollars)
                                            PECO          
                              PECO          Energy        Susquehanna
                              Energy        Power         Power
                              Company       Company       Company
<S>
   <C>                        <C>             <C>         <C>
Capitalization and Liabilities
Capitalization 
Common Shareholders' Equity
 Common Stock                 $ 3,488,477      $ 24,600   $    47,048
 Other Paid-In Capital              1,214        35,700        21,400
 Retained Earnings                773,727         7,419         6,536
                              -----------   -----------   -----------
                                4,263,418        67,719        74,984
Preferred and Preference Stock
 Without Mandatory 
  Redemption                      422,472           ---           ---
 With Mandatory Redemption        186,500           ---           ---
Long-Term Debt                  4,874,596         9,747           ---
Advances from Subsidiary
 Companies                           ---            ---           ---
                              -----------   -----------   -----------
   Total Capitalization         9,746,986        77,466        74,984
                              -----------   -----------   -----------
Current Liabilities
 Notes Payable, Bank              118,000         1,350           ---
 Long-Term Debt Due Within
  One Year                        251,463           800           ---
 Capital Lease Obligations
  Due Within One Year              60,500           ---           ---
 Accounts Payable                 248,436         2,351         6,803
 Taxes Accrued                     23,284           242            48
 Deferred Energy Costs             50,590           ---           ---
 Interest Accrued                  97,382           158           ---
 Dividends Payable                 18,345           ---           ---
 Other                             92,198             9        (2,158)
                              -----------   -----------   -----------
   Total Current Liabilities      960,198         4,910         4,693
                              -----------   -----------   -----------
Deferred Credits and Other
Liabilities
 Capital Lease Obligations        134,202           ---           ---
 Deferred Income Taxes          3,352,779            44        15,804
 Unamortized Investment
  Tax Credits                     384,001           ---           980
 Pension Obligation for Early
  Retirement Plan                 131,538           ---           ---
 Non-Pension Postretirement
  Benefits Obligation              50,810           ---           ---
 Other                            226,871           487           ---
                              -----------   -----------   -----------
   Total Deferred Credits
    and Other Liabilities       4,280,201           531        16,784
                              -----------   -----------   -----------
TOTAL                         $14,987,385   $    82,907   $    96,461
                              ===========   ===========   ===========<PAGE>
<CAPTION>
             PECO Energy Company and Subsidiary Companies    Exhibit A
                     Consolidating Balance Sheet              20 of 27
                           December 31, 1993
                        (Thousands of Dollars)
                                                          Eastern
                              Conowingo     Susquehanna   Pennsylvania
                              Power         Electric      Development
                              Company       Company       Company
<S>
   <C>                        <C>             <C>         <C>
Capitalization and Liabilities
Capitalization 
Common Shareholders' Equity
 Common Stock                 $    12,555      $     10   $         1
 Other Paid-In Capital             11,100           ---        48,591
 Retained Earnings                 56,294          (110)       (1,851)
                              -----------   -----------   -----------
                                   79,949          (100)       46,741
Preferred and Preference Stock
 Without Mandatory 
  Redemption                          ---           ---           ---
 With Mandatory Redemption            ---           ---           ---
Long-Term Debt                        ---           ---           ---
Advances from Subsidiary
 Companies                            ---            60           ---
                              -----------   -----------   -----------
   Total Capitalization            79,949           (40)       46,741
                              -----------   -----------   -----------
Current Liabilities
 Notes Payable, Bank                  ---           ---           ---
 Long-Term Debt Due Within
  One Year                            ---           ---           ---
 Capital Lease Obligations
  Due Within One Year                 ---           ---           ---
 Accounts Payable                  17,700        10,159             1
 Taxes Accrued                      1,346            19           ---
 Deferred Energy Costs             (1,899)          ---           ---
 Interest Accrued                     ---           ---           ---
 Dividends Payable                    ---           ---           ---
 Other                                214           447           --- 
                              -----------   -----------   -----------
   Total Current Liabilities       17,361        10,625             1
                              -----------   -----------   -----------
Deferred Credits and Other
Liabilities
 Capital Lease Obligations            ---           ---           ---
 Deferred Income Taxes             17,938          (429)          ---
 Unamortized Investment
  Tax Credits                       1,181           ---           ---
 Pension Obligation for Early
  Retirement Plan                   2,442         1,306           ---
 Non-Pension Postretirement
  Benefits Obligation                 603           368           ---
 Other                                 92           ---           ---
                              -----------   -----------   -----------
   Total Deferred Credits
    and Other Liabilities          22,256         1,245           ---
                              -----------   -----------   -----------
TOTAL                         $   119,566   $    11,830   $    46,742
                              ===========   ===========   ===========<PAGE>
<CAPTION>
             PECO Energy Company and Subsidiary Companies    Exhibit A
                     Consolidating Balance Sheet              21 of 27
                           December 31, 1993
                        (Thousands of Dollars)
                                                          
                              Adwin         Adwin         Adwin
                              Investment    Realty        Equipment
                              Company       Company       Company
<S>
   <C>                        <C>             <C>         <C>
Capitalization and Liabilities
Capitalization 
Common Shareholders' Equity
 Common Stock                 $         1      $      1   $         1
 Other Paid-In Capital              3,500        36,618         8,917
 Retained Earnings                    (78)        1,737        (3,958)
                              -----------   -----------   -----------
                                    3,423        38,356         4,960
Preferred and Preference Stock
 Without Mandatory 
  Redemption                          ---           ---           ---
 With Mandatory Redemption            ---           ---           ---
Long-Term Debt                        ---        41,172         4,756
Advances from Subsidiary
 Companies                            ---           ---           ---
                              -----------   -----------   -----------
   Total Capitalization             3,423        79,528         9,716
                              -----------   -----------   -----------
Current Liabilities
 Notes Payable, Bank                  ---           ---           ---
 Long-Term Debt Due Within
  One Year                            ---         5,227           915
 Capital Lease Obligations
  Due Within One Year                 ---           ---           ---
 Accounts Payable                      53         1,747           497
 Taxes Accrued                        ---           ---           ---
 Deferred Energy Costs                ---           ---           ---
 Interest Accrued                     ---           ---           ---
 Dividends Payable                    ---           ---           ---
 Other                                ---           157           --- 
                              -----------   -----------   -----------
   Total Current Liabilities           53         7,131         1,412
                              -----------   -----------   -----------
Deferred Credits and Other
Liabilities
 Capital Lease Obligations            ---           ---           ---
 Deferred Income Taxes                ---           ---         1,236
 Unamortized Investment
  Tax Credits                         ---           ---           ---
 Pension Obligation for Early
  Retirement Plan                     ---           ---           ---
 Non-Pension Postretirement
  Benefits Obligation                 ---           ---           ---
 Other                                ---         1,478           476
                              -----------   -----------   -----------
   Total Deferred Credits
    and Other Liabilities             ---         1,478         1,712
                              -----------   -----------   -----------
TOTAL                         $     3,476   $    88,137   $    12,840
                              ===========   ===========   ===========<PAGE>
<CAPTION>
             PECO Energy Company and Subsidiary Companies    Exhibit A
                     Consolidating Balance Sheet              22 of 27
                           December 31, 1993
                        (Thousands of Dollars)
                              Eastern                     
                              Pennsylvania
                              Exploration
                              Company       

<S>
   <C>                        <C> 
Capitalization and Liabilities

Capitalization 
Common Shareholders' Equity
 Common Stock                 $         1   
 Other Paid-In Capital             16,994   
 Retained Earnings                (16,370)  
                              -----------   
                                      625   
Preferred and Preference Stock
 Without Mandatory 
   Redemption                         ---   
 With Mandatory Redemption            ---   
Long-Term Debt                        ---   
Advances from Subsidiary
 Companies                            ---   
                              -----------   
   Total Capitalization               625   
                              -----------   
Current Liabilities
 Notes Payable, Bank                  ---   
 Long-Term Debt Due Within
  One Year                            ---   
 Capital Lease Obligations
  Due Within One Year                 ---   
 Accounts Payable                     175   
 Taxes Accrued                        (40)  
 Deferred Energy Costs                ---   
 Interest Accrued                     ---   
 Dividends Payable                    ---   
 Other                                ---   
                              -----------   
   Total Current Liabilities          135   
                              -----------   
Deferred Credits and Other
Liabilities
 Capital Lease Obligations            ---   
 Deferred Income Taxes              1,289   
 Unamortized Investment
  Tax Credits                         ---   
 Pension Obligation for Early
  Retirement Plan                     ---   
 Other                                ---   
                              -----------   
   Total Deferred Credits
    and Other Liabilities           1,289   
                              -----------   
TOTAL                         $     2,049   
                              ===========   
/TABLE
<PAGE>
<TABLE>
<CAPTION>
                                                             Exhibit A
                                                              23 of 27

             PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
             SCHEDULE OF CAPITAL STOCK, DECEMBER 31, 1993

                             NUMBER OF SHARES          AMOUNT
                        AUTHORIZED    OUTSTANDING   (IN THOUSANDS)
PECO Energy Company
 Cumulative Preferred Stock - Without Par (NOTE)
<S>
   <C>                      <C>           <C>         <C>
  $9.875 Series             650,000       390,000     $   39,000
  $7.96  Series           1,400,000     1,400,000        140,000
  $7.85  Series             500,000       500,000         50,000
  $7.80  Series             750,000       750,000         75,000
  $7.75  Series             200,000       200,000         20,000
  $7.48  Series             500,000       500,000         50,000
  $7.325 Series             750,000       300,000         30,000
  $7.0   Series             400,000       248,000         24,800
  $6.12  Series             927,000       927,000         92,700
  $4.68  Series             150,000       150,000         15,000
  $4.4   Series             274,720       274,720         27,742
  $4.3   Series             150,000       150,000         15,000
  $3.8   Series             300,000       300,000         30,000
   Unclassified           8,048,280         ---           ---
                        -----------   -----------     ----------
  Total Preferred Stock  15,000,000     6,089,720        608,972

Common Stock no par     500,000,000   221,516,299      3,488,477
                        -----------   -----------     ----------
  Total Capital Stock                                 $4,097,449


NOTE:  Redeemable, at the option of the Company, at the following dollar
       amounts per share, plus accrued dividends:

$9.875 Series      - $102.50          $7.325 Series      - $101.46
$7.85  Series      - $101.00          $7.0   Series      - $101.00
$7.80  Series      - $101.00          $4.68  Series      - $104.00
$7.75  Series      - $101.00          $4.4   Series      - $112.50
                                      $4.3   Series      - $102.00
                                      $3.8   Series      - $106.00
/TABLE
<PAGE>
<TABLE>
<CAPTION>
             PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES    Exhibit A
             SCHEDULE OF LONG-TERM DEBT, DECEMBER 31, 1993    24 of 27

                                                    DUE WITHIN ONE
                                                    YEAR INCLUDED
                                      LONG-TERM     IN LONG-TERM
                                      DEBT          DEBT
                                         (Amount in Thousands)
PECO Energy Commpany:
 First and Refunding Mortgage Bonds:
<S>
   <C>                                   <C>           <C>
   4-1/2%  Series due 1994                50,000        50,000
   8-3/4%  Series due 1994               100,000       100,000
   13.05%  Series due 1994                20,000        20,000
   6-1/8%  Series due 1997                75,000           ---
   5-3/8%  Series due 1998               225,000           ---
   7-1/2%  Series due 1999               250,000           ---
   9-1/4%  Series due 1999                75,000           ---
   10   %  Series due 2000                30,069           ---
   5-5/8%  Series due 2001               225,000           ---
   7-3/8%  Series due 2001                80,000           ---
   8    %  Series due 2002               200,000           ---
   7-1/2%  Series due 2002               100,000           ---
   6-1/2%  Series due 2003               200,000           ---
   6-5/8%  Series due 2003               250,000           ---
   6-3/8%  Series due 2005                75,000           ---
   10-1/4% Series due 2007                56,875         4,063
   10-1/2% Series due 2014                13,340           ---
   10-1/2% Series due 2015                82,560           ---
   8.875%  Series due 2016                34,000           ---
   10   %  Series due 2019                71,000           ---
   9-7/8%  Series due 2019                40,281           ---
   10-1/2% Series due 2020                58,150           ---
   7-3/8%  Series due 2021                90,000           ---
   7.60 %  Series due 2021                27,030           ---
   6.70 %  Series due 2021               160,560           ---
   6-5/8%  Series due 2022                29,540           ---
   7-1/8%  Series due 2022               200,000           ---
   8-1/4%  Series due 2022               250,000           ---
   8-5/8%  Series due 2022               125,000           ---
   8-3/4%  Series due 2022               150,000           ---
   7-1/8%  Series due 2023               200,000           ---
   7-3/4%  Series due 2023               100,000           ---
   7-3/4%  Series due 2023               250,000           ---
   7-1/4%  Series due 2024               250,000           ---
Floating Rate Delaware County             50,000           ---
Floating Rate Delaware County             50,000           ---
Floating Rate Delaware County             50,000           ---
Floating Rate Salem County                 4,200           ---
                                      ----------      --------
                                       4,297,605       174,063

   Medium-Term Notes                     150,000        65,000
   Debentures:
    10.05% Series due 1998                62,000        12,400
   Notes Payable - Banks                 592,000           ---
   Pollution Control Notes                65,565           ---
   Unamortized Premium on 
    Long-Term Debt                            15           ---
   Unamortized Discount on
    Long-Term Debt                       (41,126)          ---
                                      ----------      --------
      Total PECO Energy Company       $5,126,059      $251,463
                                      ==========      ========
  PECO Energy Power Company -
   a subsidiary:
    Sinking Fund Debentures:
     4-1/2% Series due 1995               10,550           800
    Unamortized Discount on 
     Long-Term Debt                           (3)          ---
                                      ----------      --------
       Total PECO Energy Power Co.    $   10,547      $    800
                                      ==========      ========
/TABLE
<PAGE>
<TABLE>
<CAPTION>
                                                    Exhibit A
                                                     25 of 27


             PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                     NOTE TO FINANCIAL STATEMENTS
                        (Thousands of Dollars)


1.   Utility Plant in the balance sheet consists of the following:


                                           COMPANY   CONSOLIDATED
Plant at Original Cost
<S>
   <C>                                 <C>          <C>
     Electric                          $12,872,985  $13,102,088
 
     Gas                                   843,205      843,205

     Common, Used in All Services          203,747      305,678
                                       -----------  -----------
                                       $13,919,937  $14,250,971
                                       ===========  ===========
</TABLE>





















<PAGE>
<TABLE>
<CAPTION>
                                                                Exhibit A
                                                                 26 of 27

               PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                 CONSOLIDATING BALANCE SHEET ELIMINATIONS
                             DECEMBER 31, 1993
                          (Thousands of Dollars)


  Elimination No. 1
<S>
   <C>                                               <C>        <C>
Capital Stock - Subsidiary Companies, Consolidated           $84,218
  Investments in Capital Stock of Subsidiary 
   Companies, Consolidated                                      $84,218

For eliminating investments of PECO Energy Company and Subsidiary
Companies, consolidated, in Capital Stock of Subsidiary Companies, as
follows:
<CAPTION> 
                                            Stated Value   Investment of
                                          of Capital StockOwning Company
<S>
   <C>                                         <C>         <C>
Susquehanna Power Company                      $47,048      -      
PECO Energy Power Company                       24,600     $47,048 
Conowingo Power Company                         12,555      -      
Susquehanna Electric Company                        10      -      
Adwin Investment Company                             1      -              
Adwin Realty Company                                 1      -      
Adwin Equipment Company                              1      -      
Eastern Pennsylvania Development Company             1           3 
Eastern Pennsylvania Exploration Company             1      -      
PECO Energy Company                             -           37,167 
                                              ---------   ---------
                                               $84,218     $84,218 
                                              =========   =========

  Elimination No. 2

Paid-In Capital - Subsidiary Companies, 
 Consolidated                                 $182,820 

  Investments in Paid-In Capital of 
   Subsidiary Companies, Consolidated                     $182,820 

For eliminating investments of PECO Energy Company and
Subsidiary Companies, consolidated, in Paid-In Capital of Subsidiary
Companies as follows:

<CAPTION>
                                               Paid-In     Investment of
                                               Capital    Owning Company   
<S>
   <C>                                         <C>         <C>
Susquehanna Power Company                      $21,400      -      
PECO Energy Power Company                       35,700     $21,400 
Conowingo Power Company                         11,100      -      
Adwin Investment Company                         3,500      -              
Adwin Realty Company                            36,618      -      
Adwin Equipment Company                          8,917      -      
Eastern Pennsylvania Development Company        48,591      49,035 
Eastern Pennsylvania Exploration Company         16,994      -      
PECO Energy Company                             -          112,385 

                                              ---------   ---------
                                              $182,820    $182,820 
                                              =========   =========
/TABLE
<PAGE>
<TABLE>
<CAPTION>
                                                          Exhibit A
                                                           27 of 27
               PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                 CONSOLIDATING BALANCE SHEET ELIMINATIONS
                             DECEMBER 31, 1993
                          (Thousands of Dollars)

  Elimination No. 3
<S>
   <C>                                                  <C>       <C>
Retained Earnings - Undistributed Subsidiary Earnings,  $49,619
   Consolidated Investments in Retained Earnings of 
   Subsidiary Companies, Consolidated                             $49,619
<CAPTION>
For eliminating investments of PECO Energy Company and Subsidiary
Companies, consolidated, in Retained Earnings of Subsidiary Companies, as
follows:  
                                              Retained     Investment of
                                              Earnings    Owning Company
<S>
   <C>                                        <C>          <C>
Susquehanna Power Company                       $6,536          -  
PECO Energy Power Company                        7,420                     
$6,536 
Conowingo Power Company                         56,294          -  
Susquehanna Electric Company                      (111)         -  
Adwin Investment Company                           (78)         -  
Adwin Realty Company                             1,737          -  
Adwin Equipment Company                         (3,958)         -  
Eastern Pennsylvania Development Company        (1,851)    (2,299) 
Eastern Pennsylvania Exploration Company       (16,370)         -  
PECO Energy Company                             -          45,382  
                                               $49,619    $49,619  

  Elimination No. 4
Long-Term Debt - Advances from Subsidiary         $60  
   Companies, Consolidated Investments in 
   Indebtedness of Subsidiary Companies,
   Consolidated                                                $60 
<CAPTION>
For eliminating investments of PECO Energy Company and  
Subsidiary Companies, consolidated, in Indebtedness of Subsidiary
                                                      Investment of
Companies as follows:                         Advances Owning Company
<S>
   <C>                                     <C>         <C> 
PECO Energy Company                                 -  $        60 
Susquehanna Electric Company               $        60         -        
                                           $        60 $        60 

 Elimination No. 5 
Accounts Payable - Associated Companies,       $43,210 
   Consolidated 
   Other Deferred Debits                           947 
     Accounts Receivable - Associated Companies, 
         Consolidated                                      $45,157 

<CAPTION>
For adjusting and eliminating intercompany Accounts
Receivable and Payable, as follows:                                 Other
                                             Accounts Accounts    Deferred
                                              PayableReceivable    Debits 
<S>
   <C>                                     <C>       <C>      <C>
PECO Energy Company                        $  7,526  $27,223    -       
PECO Energy Power Company                     2,349    1,677    -       
Susquehanna Power Company                     6,817    2,799    -       
Conowingo Power Company                      16,766    2,325    -       
Susquehanna Electric Company                  9,752   10,133    -       
Other Deferred Debits                          -       -      $    (947)
                                           --------  -------- ----------
                                           $ 43,210  $44,157  $    (947)
                                           ========  ======== ==========
</TABLE>




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