As filed with the Securities and Exchange Commission on
May 25, 1995
Registration No. 33-31436
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
Under
SECURITIES ACT OF 1933
_______________________
PECO ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0970240
(State or other jurisdiction (I.R.S. Employer
of incorporation organization) Identification No.)
P.O. Box 8699
2301 Market Street, Philadelphia, PA 19101
(215) 841-4000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
J. Barry Mitchell, Vice President
P.O. Box 8699
2301 Market Street, Philadelphia, PA 19101
(215) 841-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
JAMES W. DURHAM, ESQUIRE
Senior Vice President and General Counsel
P.O. Box 8699
2301 Market Street, Philadelphia, PA 19101
ROBERT C. GERLACH, ESQUIRE ROBERT M. JONES, JR., ESQUIRE
Ballard Spahr Andrews & Drinker Biddle & Reath
Ingersoll 1100 Philadelphia National Bank
1735 Market Street Building
51st Floor Philadelphia, PA 19107
Philadelphia, PA 19103-7599
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On October 6, 1989, Philadelphia Electric Company (now PECO
Energy Company) (the "Company") filed Registration Statement No.
33-31436 on Form S-3 (the "Shelf Registration Statement") to
register $200,000,000 aggregate principal amount of
Collateralized Medium-Term Notes of the Company (the "Series A
Notes") to be sold from time to time pursuant to Rule 415 under
the Securities Act of 1933. The Shelf Registration Statement
became effective on October 12, 1989. On May 5, 1994, the
Company filed Post-Effective Amendment No. 1 to the Shelf
Registration Statement to reflect the Company's name change from
Philadelphia Electric Company to PECO Energy Company. As of
August 1995, only $800,000 aggregate principal amount of the
Series A Notes were still available for sale under the Shelf
Registration Statement.
As a result, on August 5, 1994, the Company filed
Registration Statement No. 33-54935 on Form S-3 (the "Second
Shelf Registration Statement") to register an additional
$250,000,000 aggregate principal amount of Collateralized Medium-
Term Notes of the Company (the "Series B Notes"). The Second
Shelf Registration Statement registering the Series B Notes
became effective on May 10, 1995. Therefore, because the Company
now has an additional $250,000,000 aggregate principal amount of
collateralized medium-term notes available for sale, the
remaining $800,000 aggregate principal amount of Series A Notes
no longer need to be registered.
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Accordingly, in connection with its undertaking to do so,
the Company hereby deregisters a total of $800,000 aggregate
principal amount of the Series A Notes which are still available
for sale under Shelf Registration Statement No. 33-31436.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, PECO ENERGY COMPANY, certifies that it has reasonable
grounds to believe that it meets all of therequirements for filing on
Form S-3 and has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania on the 25th day of May 1995.
PECO ENERGY COMPANY
BY /s/ J. F. Paquette, Jr.
--------------------------------
J.F. Paquette, Jr.
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this amendment has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/S/ J.F. Paquette, Jr. Chairman of the Board May 25, 1995
-------------------- and Director
J.F. Paquette, Jr.
/s/C.A. McNeill, Jr. Chief Executive Officer, May 25, 1995
------------------- President and Director
C.A. McNeill, Jr. (Principal Executive Officer)
/s/ K.G. Lawrence Senior Vice President - May 25, 1995
------------------- Finance and Chief Financial
K.G. Lawrence Officer (Principal Financial
and Accounting Officer)
This amendment has also been signed by J.F. Paquette, Jr.,
Attorney-in-Fact, on behalf of the following Directors on the
date indicated:
Susan W. Catherwood Kinnaird R. McKee
M. Walter D'Alessio Joseph J. McLaughlin
Nelson G. Harris John M. Palms
Joseph C. Ladd Ronald Rubin
Edithe J. Levit
By: /s/J.F. Paquette, Jr. May 25, 1995
-----------------------------
J.F. Paquette, Jr., Attorney-in-fact
<PAGE>S-3595.ASC
