PECO ENERGY CO
10-Q/A, 1995-12-27
ELECTRIC & OTHER SERVICES COMBINED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q/A

                 AMENDMENT NO.1 TO THE QUARTERLY REPORT PURSUANT
         TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended...September 30, 1995............

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
          For the transition period from............to................


                Commission file number..........1-1401..........

          .....................PECO Energy Company.....................
             (Exact name of registrant as specified in its charter)

           ...........Pennsylvania.................. 23-0970240......
        (State or other jurisdiction of           I.R.S. Employer
         incorporation or organization)          Identification No.)

          ...2301 Market Street, Philadelphia, PA..........19103.......
           (Address of principal executive offices)      (Zip Code)

           .....................(215) 841-4000........................
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           Yes    X            No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date. The Company had 221,976,072
shares of common stock outstanding on October 31, 1995.




<PAGE>


     The Registrant hereby amends PART I. FINANCIAL INFORMATION, ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION."


<PAGE>


     The Company's Ratio of Earnings to Fixed Charges (Mortgage Method) for the
twelve months ended September 30, 1995 was 4.76 times compared to 3.47 times for
the corresponding period ended September 30, 1994. The Company's Ratio of
Earnings to Combined Fixed Charges and Preferred Stock Dividends (Articles of
Incorporation Method) for the twelve months ended September 30, 1995, was 2.62
times compared to 2.08 times for the corresponding period ended September 30,
1994. For the nine months ended September 30, 1995, the Company's Ratio of
Earnings to Fixed Charges (SEC Method) and Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends (SEC Method) were 3.64 times and 3.32
times, respectively. See the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 (1994 Form 10-K) under "PART I. ITEM 1. BUSINESS-Capital
Requirements and Financing Activities," for a discussion of the ratio methods.


<PAGE>





                                   Signatures

Pursuant to requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                            PECO ENERGY COMPANY
                                            /s/ Kenneth G. Lawrence
                                            --------------------------
                                            Kenneth G. Lawrence
                                            Senior Vice President and
                                            Chief Financial Officer
                                            (Principal Financial and
                                             Accounting Officer)


Date:    December 27, 1995


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