PECO ENERGY CO
U-3A-2, 1995-02-28
ELECTRIC & OTHER SERVICES COMBINED
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                                                        File No. 1-1401





                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 20549



                                  FORM U-3A-2






                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
                               (Name of Company)


<PAGE>2


                              PECO Energy 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  and  submits  the  following
information.

1.   NAME,  STATE OF  ORGANIZATION,  LOCATION AND NATURE OF BUSINESS OF CLAIMANT
     AND EVERY  SUBSIDIARY  THEREOF  OTHER THAN ANY EXEMPT  WHOLESALE  GENERATOR
     (EWG) OR FOREIGN UTILITY  COMPANY IN WHICH CLAIMANT  DIRECTLY OR INDIRECTLY
     HOLDS AN INTEREST.

     PECO Energy Company (PECO Energy or 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 1994, 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>
Operating Revenue
   Electric & Gas                        $4,021,330,000                 $4,087,797,000
Electric Sales -
   MKWH (Gross)                              44,182,702                     44,257,633
Electric Customers -
   December 31                                1,492,839                      1,492,843
Gas Sales -
   MCF (Natural Gas)                         60,209,355 (1)                 60,210,000 (1)
Gas Customers -
   December 31                                  372,226                        372,225

<FN> 
(1)  Claimant also transported 29,801,491 MCF of gas for its gas customers.
</FN> 
</TABLE>




<PAGE>3


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 - Incorporated in Pennsylvania

     This  company,  a wholly  owned  subsidiary  of Claimant  and a  registered
     holding  company,  together with its wholly owned  subsidiary,  Susquehanna
     Power  Company,   owns  the  Conowingo   Hydroelectric  Project  (Conowingo
     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
     Conowingo  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 the 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 36,810  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, PA. The Company's sole
     function is to act as a holding company for Adwin Equipment Company,  Adwin
     Realty Company,  Adwin Investment Company and Energy Performance  Services,
     Inc.

Adwin Equipment Company (AEC) - Incorporated in Pennsylvania
     Airport Business Center,  300 Stevens Drive,  Lester, PA. This company is a
     whollyowned  subsidiary  of EPDC and is  primarily  engaged  in  electrical
     distribution equipment rental, and owns a 50% managing partnership interest
     in a co-generation plant.




<PAGE>4


Adwin Realty Company (ARC) - Incorporated in Pennsylvania
     Airport  Business Center,  300 Stevens Drive,  Lester PA. This company is a
     whollyowned subsidiary of EPDC and is engaged in real estate development.

Adwin Investment Company (AIC) - Incorporated in Delaware
     1105 N. Market Street,  Wilmington,  DE. 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,  PA.
     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.

Energy Performance Services, Inc. (EPS) -
     Incorporated In Pennsylvania
     Airport Business Center, 300 Stevens Drive,  Lester PA. EPS is 96% owned by
     EPDC and is engaged in providing  engineering,  construction and management
     services to industrial,  commercial and institutional customers, worldwide.
     EPS  has  two  wholly  owned  subsidiaries,   Energy  Performance  Services
     (EPS/Canada),  Inc. and EPS CR s.r.o., a Czech Republic  limited  liability
     company.

PECO Energy Capital L.P. (PECLP) -  
     Incorporated in Delaware
     1013 Centre Road, Wilmington, DE.
     PECLP exists for the sole purpose of issuing partner interests  represented
     by the Claimant's Series A Preferred Securities.

PECO Energy Capital Corp (PECC) - 
     Incorporated in Delaware
     1013 Centre Road, Wilmington, DE.
     PECC is the General Partner of PECLP.



<PAGE>5



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.

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 18 megawatts of internal  combustion  generation
as of January 1995, and claimant  leases  regeneration  facilities at the Allied
Chemical  Corporation  in Claymont,  DE and the Essex  Chemical  Corporation  in
Newark,  NJ. The regeneration  facilities are a necessary  portion of the sulfur
dioxide removal systems operating at Claimant's  Eddystone and Cromby generating
stations.   Claimant  is  also  joint  operator  of  a  reservoir  located  near
Phillipsburg, NJ. 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, PA, and
the Salem plant are located within Pennsylvania.

The following  information,  unless otherwise  indicated,  is as of December 31,
1994:

The electric facilities of Claimant and its subsidiaries with a total net summer
capacity of 8,956 net megawatts,  include seventeen generating stations of which
2,811 megawatts are fossil-fired  steam; 815 megawatts are internal  combustion;
1,393  megawatts  are  hydroelectric;  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  93,943  conductor  miles of
transmission,  distribution and street lighting lines serving 1,608,404 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 & Light  Company.  The maximum  peak load
(hourly  demand) for the calendar year 1994,  on the  facilities of Claimant and
subsidiaries was 7,227 megawatts which occurred on July 8, 1994.

<PAGE>6


The  electricity  generating  plants of Claimant  and  subsidiary  companies  at
December 31, 1994 are as follows:

<TABLE>
<CAPTION>

                                                                                               NET SUMMER
NAME OF PLANT                   LOCATION                                  TYPE                 CAPACITY -
                                                                                               MEGAWATTS
<S>                            <C>                                    <C>                    <C>
Chester                         Chester, PA on                            Internal                  39.0
                                 Delaware River                            Combustion
Cromby                          Phoenixville, PA on                       Steam and
                                 Schuylkill River                          Internal
                                                                           Combustion              347.7
Delaware                        Central Philadelphia                      Steam and
                                 on Delaware River                         Internal
                                                                           Combustion              306.7
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
                                 Delaware River                            Internal
                                                                           Combustion            1,397.0
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., NJ                             Nuclear and
 Station                                                                   Internal
                                                                           Combustion              960.0
Croydon                         Bristol Twp., PA                          Internal
                                                                           Combustion              369.0
Limerick                        Limerick Twp.,
                                 Montgomery Co., PA                       Nuclear                2,110.0
                                                                                                 -------
     Total for Claimant's
       Stations                                                                                  8,443.8

PECO ENERGY POWER COMPANY
SUSQUEHANNA POWER COMPANY
Conowingo                       Near Conowingo, MD,
                                 on Susquehanna River                     Hydroelectric            512.0
                                                                                                 -------
     Total for Claimant 
       and Subsidiaries                                                                          8,955.8
                                                                                                 =======
</TABLE>



<PAGE>7


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>
 Generating Capacity-MW                          8,443.8             512.0                   8,955.8
 Substation Transformer
  Capacity-KVA --------                       35,734,888           997,000                36,731,888

 Transmission and
  Distribution Lines -
  Conductor Miles                               89,698.3           4244.85                  93,431.1

GAS PROPERTIES

 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)                                         5,379             -0-                       5,379
</TABLE>


In addition to the electric  generating  plants described  above,  Claimant owns
89,698  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;  49,179
conductor  miles of 33,000,  13,000 and 4,000 volts;  37,065  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
35,734,888  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 & Light
Company  at  the  Pennsylvania-Delaware  line  at  Naamans,  Pennsylvania,  near
Claymont, Delaware. Connection is also made with the Atlantic 

<PAGE>8


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>

Tilghman St., Chester                 *                         *
West Conshohocken                     *                         *                       *                     *
Ivyland                                                         *
Oreland                                                         *
Pottstown                                                       *
East Greenville                       *
Kennett Square                                                  *
Coatesville                                                     *
Parkesburg                                                      *
U. S. Steel-Dolington                                           *
Morrisville                                                     *
Cromby-Phoenixville                   *
Lukens-Conshohocken                   *
Corson-Plymouth Meeting               *
Planebrook                            *
Hatfield                              *
Merck-Worcester                       *
Upper Providence                      *
Eddystone                             *
</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>9


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>
Direct Produce                              4/94-3/01            199,319 dth(w)             55,443,185 dth
                                                                 135,533 dth(s)

                                                                 MAXIMUM
STORAGE                                     EXPIRATION           DAILY                      CAPACITY

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

                                                                 MAXIMUM
TRANSPORTATION                              EXPIRATION           DAILY                      USE

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               24,170                    From CNG GSS
                                                                                               Storage
Texas Eastern FTS-8                         4/30/15                9,850                    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.
</FN>
</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  92.2 million
dekatherms.

Claimant purchased no gas from its subsidiary, EPEC, during 1994.

The  maximum  one-day sendout of Claimant  for  calendar  year 1994  occurred on
January 19 and amounted to 617,961,000 cubic feet of gas.




<PAGE>10


PECO ENERGY POWER COMPANY AND SUSQUEHANNA POWER COMPANY

PECO Energy Power Company and its subsidiary, Susquehanna Power Company, own the
Conowingo 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
hydroelectric 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>11


                            CONOWINGO POWER COMPANY

Conowingo  Power Company owns and operates 45 substations  with a total capacity
of 387,000  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                INTERCOMPANY                   OTHER                           TOTAL
<S>                         <C>                         <C>                           <C>
PECO Energy Co.                 671,501,221              43,586,131,396(a)                44,257,632,617
PECO Energy
  Power Co.                          -                           -                               -
Susquehanna
   Power Co.                         -                           -                               -
Susquehanna
   Electric Co.               1,954,107,434                      -                         1,954,107,434
Conowingo Power
   Co.                              127,373                 783,916,412                      784,043,785

<FN>
Note: (a) - Reflects gross deliveries including 768,281,000
            kilowatthours accounted for under the purchased and
            interchange power account.
</FN>
</TABLE>


GAS SALES                  MCF OF GAS DISTRIBUTED AT RETAIL

PECO Energy Co.                      60,209,000

     (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>12

<TABLE>
<CAPTION>

                                   KWH SOLD (AT RETAIL OR WHOLESALE)
ELECTRIC SALES                 INTERCOMPANY                     OTHER                           TOTAL
<S>                        <C>                        <C>                             <C>

PECO Energy Co.                 671,501,221                  29,348,000(a)                   700,849,221
PECO Energy
  Power Co.                          -                           -                               -
Susquehanna
   Power Co.                         -                           -                               -
Susquehanna
   Electric Co.               1,795,465,571                      -                         1,795,465,571
Conowingo Power
   Co.                              113,998                      -                               113,998

<FN>
Note:(a)- PECO Energy Company also had a delivery of 1,168,706,000 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. 
</FN> 
</TABLE>


GAS SALES                 MCF OF GAS DISTRIBUTED AT WHOLESALE

PECO Energy Co.                       None


     (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.

                          KWH PURCHASED AT STATE LINE
<TABLE>
<CAPTION>
ELECTRIC
PURCHASES                     INTERCOMPANY                    OTHER                           TOTAL
<S>                      <C>                      <C>                                  <C>
PECO Energy Co.               1,795,579,569               1,489,002,000(a)                 3,284,581,569
PECO Energy
  Power Co.                          -                           -                               -
Susquehanna
   Power Co.                         -                           -                               -
Susquehanna
   Electric Co.                      -                           -                               -
Conowingo Power
   Co.                          671,615,219                      -                           671,615,219
<FN>
Note:(a)- PECO Energy  Company also received  3,490,731,000  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.
</FN>
</TABLE>

GAS PURCHASED              MMCF OF GAS PURCHASED AT STATE LINE

PECO Energy Co.                      60,209,000



<PAGE>13


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>14


                                    EXHIBITS

Exhibit A -    Consolidating statement of income and surplus of Claimant and its
               subsidiary  companies for the calendar year 1994, together with a
               consolidating  balance  sheet  of  Claimant  and  its  subsidiary
               companies as of the close of such calendar year.

Exhibit B -    Financial Data Schedule.

Exhibit C -    Not Applicable.

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




<PAGE>15


                                   SIGNATURES

The  above-named  Claimant has caused this  statement to be duly executed on its
behalf by its authorized officer on this 28th day of February, 1995.



                                      PECO Energy Company
                                      2301 Market Street
                                      Philadelphia, PA  19103


                                           /s/ J. Barry Mitchell
                                     ----------------------------------
                                         Vice President - Finance
                                               and Treasurer



CORPORATE SEAL


Attest:


       /s/ K. K. Dodd
- -----------------------------
     Corporate Secretary


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




  J. Barry Mitchell                    Vice President - Finance and Treasurer
- -------------------------------------------------------------------------------
       (Name)                                        (Title)



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


<TABLE> <S> <C>

<ARTICLE> OPUR3
<CIK> 0000078100
<NAME> PECO ENERGY COMPANY
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                         $15,092,759,000
<TOTAL-OPERATING-REVENUES>              $4,040,632,000
<NET-INCOME>                              $426,713,000
        

</TABLE>

                   PECO Energy Company and Subsidiary Companies       Exhibit A
                        Consolidating Statement of Income               1 of 32
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                Consolidated                                     Combined
                                                Totals                  Eliminations             Totals
<S>                                           <C>                       <C>                   <C>
Operating Revenues
 Electric                                       $3,624,797                 $88,710               $3,713,507
 Gas                                               415,835                                          415,835
 Non-Utility Subsidiaries                           18,523                                           18,523
                                                ----------                 -------               ----------
    Total Operating Rev.                         4,059,155                  88,710                4,147,865
                                                ----------                 -------               ----------
Operating Expenses
 Fuel and Energy
  Interchange                                      703,590                  71,925                  775,515
 Other Operating                                 1,214,469                  16,785                1,231,254
 Maintenance                                       330,497                                          330,497
 Depreciation                                      446,392                                          446,392
 Income Taxes                                      232,306                                          232,306
 Other Taxes                                       312,760                                          312,760
                                                ----------                 -------               ----------
    Total Operating
     Expenses                                    3,240,014                  88,710                3,328,724
                                                ----------                 -------               ----------
Operating Income                                   819,141                       0                  819,141
                                                ----------                 -------               ----------
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction                                      10,180                                           10,180
 Equity in Subsidiary
  Companies                                                                 (7,121)                  (7,121)
 Income Taxes                                      (15,291)                                         (15,291)
 Other, Net                                         37,200                  10,801                   48,001
                                                ----------                 -------               ----------
     Total Other Income
      and Deductions                                32,089                   3,680                   35,769
                                                ----------                 -------               ----------
Income Before Interest
 Charges                                           851,230                   3,680                  854,910
                                                ----------                 -------               ----------
Interest Charges
 Long-Term Debt                                    390,949                                          390,949
 Short-Term Debt                                    36,987                  10,801                   47,788
 Dividends on Preferred
  Securities of Subsidiary                           8,570                                            8,570
 Allowance for Borrowed
  Funds Used During
  Construction                                     (11,989)                                         (11,989)
                                                ----------                 -------               ----------
     Net Interest Charges                          424,517                  10,801                  435,318
                                                ----------                 -------               ----------
Net Income                                      $  426,713                ($ 7,121)              $  419,592
                                                ==========                 =======               ==========
</TABLE>



<PAGE>


                  PECO Energy Company and Subsidiary Companies        Exhibit A
                        Consolidating Statement of Income               2 of 32
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>

                                                                        PECO
                                                PECO                    Energy                   Susquehanna
                                                Energy                  Power                    Power
                                                Company                 Company                  Company
<S>                                        <C>                        <C>                    <C>
Operating Revenues
 Electric                                       $3,593,563                  $1,030               $   14,684
 Gas                                               415,835
 Non-Utility Subsidiaries
                                                ----------                 -------               ----------
    Total Operating Rev.                         4,009,398                   1,030                   14,684
                                                ----------                 -------               ----------
Operating Expenses
 Fuel and Energy
  Interchange                                      717,969
 Other Operating                                 1,183,040                      27                       37
 Maintenance                                       320,961
 Depreciation                                      437,620                      45                    1,544
 Income Taxes                                      228,084                      43                    3,496
 Other Taxes                                       305,031                     366                    1,951
                                                ----------                 -------               ----------
    Total Operating
     Expenses                                    3,192,705                     481                    7,028
                                                ----------                 -------               ----------
Operating Income                                   816,693                     549                    7,656
                                                ----------                 -------               ----------
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction                                      10,022                                              133
 Equity in Subsidiary
  Companies                                         (1,103)                 7,850
 Income Taxes                                      (14,743)                                             (40)
Other, Net                                          37,883                      1                        (8)
                                                ----------                 ------                -----------
     Total Other Income
      and Deductions                                32,059                  7,851                        85
                                                ----------                 ------                -----------
Income Before Interest
 Charges                                           848,752                  8,400                     7,741
                                                ----------                 ------                -----------
Interest Charges
 Long-Term Debt                                    387,245                     34
 Short-Term Debt                                    38,031                    108                        44
 Dividends on Preferred
  Securities of Subsidiary                           8,570
 Allowance for Borrowed
  Funds Used During
  Construction                                     (11,807)                                            (153)
                                                ----------                 -------               -----------
     Net Interest Charges                          422,039                    142                      (109)
                                                ----------                 -------               -----------
Net Income                                      $  426,713                 $8,258                  $  7,850
                                                ==========                 =======               ===========
</TABLE>



<PAGE>


                  PECO Energy Company and Subsidiary Companies        Exhibit A
                       Consolidating Statement of Income                3 of 32
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>

                                                                                                 PECO
                                                Conowingo               Susquehanna              Energy
                                                Power                   Electric                 Capital
                                                Company                 Company                  Corporation
<S>                                       <C>                        <C>                   <C>
Operating Revenues
 Electric                                       $ 78,411                   $25,819               $
 Gas
 Non-Utility Subsidiaries
                                                ----------                 -------               ----------
    Total Operating Rev.                          78,411                    25,819                       0
                                                ----------                 -------               ----------
Operating Expenses
 Fuel and Energy
  Interchange                                     57,546
 Other Operating                                   5,055                    20,571                       6
 Maintenance                                       2,266                     4,486
 Depreciation                                      2,892
 Income Taxes                                      2,389                        21
 Other Taxes                                       3,600                       741
                                                ----------                 -------               ----------
    Total Operating
     Expenses                                     73,748                    25,819                       6
                                                ----------                 -------               ----------
Operating Income                                   4,663                         0                      (6)
                                                ----------                 -------               ----------
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction                                        25
 Equity in Subsidiary
  Companies                                                                                             (5)
 Income Taxes                                        (73)                      (14)                   (421)
 Other, Net                                          155                        40                   1,201
                                                ----------                 -------               ----------
     Total Other Income
      and Deductions                                 107                        26                     775
                                                ----------                 -------               ----------
Income Before Interest
 Charges                                           4,770                        26                     769
                                                ----------                 -------               ----------
Interest Charges
 Long-Term Debt
 Short-Term Debt                                       5                         4                     761
 Dividends on Preferred
  Securities of Subsidiary
 Allowance for Borrowed
  Funds Used During
  Construction                                       (29)
                                                ----------                 -------               ----------
     Net Interest Charges                            (24)                        4                    761
                                                ----------                 -------               ----------
Net Income                                        $4,794                   $    22               $      8
                                                ==========                 =======               ==========
</TABLE>



<PAGE>


                  PECO Energy Company and Subsidiary Companies        Exhibit A
                       Consolidating Statement of Income                4 of 32
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>

                                                Peco Energy             Eastern
                                                Capital                 Pennsylvania             Adwin
                                                Limited                 Development              Investment
                                                Partnership             Company                  Company
<S>                                      <C>                       <C>                      <C>
Operating Revenues
 Electric                                       $                          $                     $
 Gas
 Non-Utility Subsidiaries                                                       47                    212
                                                ----------                 -------               ----------
    Total Operating Rev.                               0                        47                    212
                                                ----------                 -------               ----------
Operating Expenses
 Fuel and Energy
  Interchange
 Other Operating                                       5                         2                     72
 Maintenance
 Depreciation
 Income Taxes                                                                   19                     35
 Other Taxes
                                                ----------                 -------               ----------
    Total Operating
     Expenses                                          5                        21                    107
                                                ----------                 -------               ----------
Operating Income                                      (5)                       26                    105
                                                ----------                 -------               ----------
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction
 Equity in Subsidiary
  Companies                                                                (13,863)
 Income Taxes
 Other, Net                                        8,835
                                                ----------                 -------               ----------
     Total Other Income
      and Deductions                               8,835                   (13,863)                     0
                                                ----------                 -------               ----------
Income Before Interest
 Charges                                           8,830                   (13,837)                   105
                                                ----------                 -------               ----------
Interest Charges
 Long-Term Debt
 Short-Term Debt                                   8,835
 Allowance for Borrowed
  Funds Used During
  Construction
                                                ----------                 -------               ----------
     Net Interest Charges                          8,835                         0                      0
                                                ----------                 -------               ----------
Net Income                                        $   (5)                 ($13,837)              $    105
                                                ==========                 =======               ==========
</TABLE>



<PAGE>


                   PECO Energy Company and Subsidiary Companies       Exhibit A
                         Consolidating Statement of Income              5 of 32
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>

                                                                                                 Energy
                                                Adwin                   Adwin                    Performance
                                                Realty                  Equipment                Services
                                                Company                 Company                  Inc.
<S>                                       <C>                       <C>                      <C>
Operating Revenues
 Electric                                       $                          $                     $
 Gas
 Non-Utility Subsidiaries                         10,362                     1,513                  6,246
                                                ----------                 -------               ----------
    Total Operating Rev.                          10,362                     1,513                  6,246
                                                ----------                 -------               ----------
Operating Expenses
 Fuel and Energy
  Interchange
 Other Operating                                  15,866                       564                  5,715
 Maintenance                                       1,366                                            1,418
 Depreciation                                      1,907                        15                  2,162
 Income Taxes                                       (619)                      441                 (1,481)
 Other Taxes                                       1,065
                                                ----------                 -------               ----------
    Total Operating
     Expenses                                     19,585                     1,020                  7,814
                                                ----------                 -------               ----------
Operating Income                                  (9,223)                      493                 (1,568)
                                                ----------                 -------               ----------
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction
 Equity in Subsidiary
  Companies
 Income Taxes
 Other, Net
                                                ----------                 -------               ----------
     Total Other Income
      and Deductions                                   0                         0                      0
                                                ----------                 -------               ----------
Income Before Interest
 Charges                                          (9,223)                      493                 (1,568)
                                                ----------                 -------               ----------
Interest Charges
 Long-Term Debt                                    3,193                                              477
 Short-Term Debt
 Dividends on Preferred
  Securities of Subsidiary
 Allowance for Borrowed
  Funds Used During
  Construction
                                                ----------                 -------               ----------
     Net Interest Charges                          3,193                         0                    477
                                                ----------                 -------               ----------
Net Income                                      ($12,416)                  $   493               ($ 2,045)
                                                ==========                 =======               ==========
</TABLE>



<PAGE>


                  PECO Energy Company and Subsidiary Companies        Exhibit A
                      Consolidating Statement of Income                 6 of 32
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

                                                Eastern
                                                Pennsylvania
                                                Exploration
                                                Company
Operating Revenues
 Electric                                       $
 Gas
 Non-Utility Subsidiaries                            143
                                                ----------
    Total Operating Rev.                             143
                                                ----------
Operating Expenses
 Fuel and Energy
  Interchange
 Other Operating                                     294
 Maintenance
 Depreciation                                        207
 Income Taxes                                       (122)
 Other Taxes                                           6
                                                ----------
    Total Operating
     Expenses                                        385
                                                ----------
Operating Income                                    (242)
                                                ----------
Other Income and Deductions
 Allowance for Other
  Funds Used During
  Construction
 Equity in Subsidiary
  Companies
 Income Taxes
 Other, Net                                         (106)
                                                ----------
     Total Other Income
      and Deductions                                (106)
                                                ----------
Income Before Interest
 Charges                                            (348)
                                                ----------
Interest Charges
 Long-Term Debt
 Short-Term Debt
 Dividends on Preferred
  Securities of Subsidiary
 Allowance for Borrowed
  Funds Used During
  Construction
                                                ----------
     Net Interest Charges                               0
                                                ----------
Net Income                                         ($ 348)
                                                ==========



<PAGE>


                                                                     Exhibit A
                                                                       7 of 32

                  PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                 CONSOLIDATING STATEMENT OF INCOME ELIMINATIONS
                     TWELVE MONTHS ENDED DECEMBER 31, 1994
                             (THOUSANDS OF DOLLARS)

ELIMINATION NO. 1

Operating Revenues                               $88,710
     Operating Expenses                                           $88,710


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

                                                 Operating       Operating
                                                 Revenues        Expenses

The Susquehanna Power Company                    $14,684
 Rental of generating and trans-
 mission facilities to The
 Susquehanna Electric Company                                      14,684

PECO Energy Company                               46,538
 Sales of electric energy to
 Conowingo Power Company                                           46,538

Susquehanna Electric Company                       8,804
 Sales of electric energy to
 Conowingo Power Company                                            8,804

Susquehanna Electric Company                      16,571
 Sales of electric energy to
 PECO Energy Company                                               16,571

PECO Energy Power Company                            806
 Rental of transmission facilities
 to PECO Energy Company                                               806

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
                                                  -------         -------
TOTAL                                             $88,710         $88,710
                                                  =======         =======




<PAGE>


                                                                      Exhibit A
                                                                        8 of 32

                  PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                 CONSOLIDATING STATEMENT OF INCOME ELIMINATIONS
                     TWELVE MONTHS ENDED DECEMBER 31, 1994
                             (Thousands of Dollars)

<TABLE>
<S>                                                                  <C>              <C>

ELIMINATION NO. 2

Other Income                                                           $ 3,680
   Interest Charges                                                                     $10,801
   Equity in Earnings of
    Subsidiary Companies                                                                 (7,121)
</TABLE>

<TABLE>
<CAPTION>
For eliminating
intercompany items in
connection with interest on notes and
subsidiary earnings as follows:
                                                                                         Equity in Earnings
                                                         Other          Interest         of Subsidiary
                                                         Income         Charges          Companies
<S>                                                 <C>              <C>                <C>
PECO Energy Company                                      $  765
 Interest from Susquehanna
  Electric Company                                                       $      4
 Interest from PECO Energy
  Capital Corporation                                                         761

PECO Energy Capital Corporation                             1,201
 Interest from PECO Energy Capital
  Limited Partnership                                                         265
 Interest from PECO Energy Company                                            936

PECO Energy Capital Limited                                 8,835
 Partnership
  Interest from PECO Energy Company                                         8,835

PECO Energy Company                                        (1,103)
 Equity in Earnings of
  Subsidiary Companies
   PECO Energy Power Co.                                                                    $ 8,258
   Conowingo Power Co.                                                                        4,794
   Susquehanna Electric Co.                                                                      22
   PECO Energy Capital Corporation                                                                8
   Eastern Pennsylvania Develop-
    ment Co.                                                                                (13,837)
   Eastern Pennsylvania Explora-
    tion Co.                                                                                   (348)

PECO Energy Capital Corporation                                (5)
 Equity in Earnings of Subsidiary
  Company
   PECO Energy Capital Limited
   Partnership                                                                                  (5)

PECO Energy Power Company                                   7,850
 Equity in Earnings of Subsidiary
  Company
   Susquehanna Power Co.                                                                      7,850

Eastern Pennsylvania Development
Company                                                   (13,863)
 Equity in Earnings of Subsidiary
  Companies
   Adwin Investment Company                                                                     105
   Adwin Realty Company                                                                     (12,416)
   Adwin Equipment Company                                                                      493
   Energy Performance Services
    Incorporated                                                          (2,045)
                                                           ------         -------           -------
                                                           $3,680         $10,801           ($7,121)
                                                           ======         =======           =======
</TABLE>




<PAGE>


                                                                      Exhibit A
                                                                        9 of 32

                  PECO Energy Company and Subsidiary Companies
          Consolidating Statement of Unappropriated Retained Earnings
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                Consolidated                                     Combined
                                                Totals                  Eliminations             Totals
<S>                                       <C>                        <C>                      <C>
Balance at January 1, 1994                      $  773,727                 $                     $  773,727

Additions:
 Net Income for twelve months
  ended December 31, 1994
  (excluding Equity in
  Earnings of Subsidiary
  Companies)                                       426,713                                          426,713

 Dividends Received from
  Subsidiary Companies                                                      18,977                   18,977
                                                ----------                 -------               ----------
       Total Additions                             426,713                  18,977                  445,690
                                                ----------                 -------               ----------
Deductions:
 Expenses in Connection
  with Issuance of
   Preferred Stock                                  11,662                                           11,662

 Cash Dividend Declared
   Preferred Stock                                  35,706                                           35,706
   Common Stock                                    342,177                  18,977                  361,154

 Issuance of Stock
   Long-Term Incentive Plan                            388                                              388
                                                ----------                 -------               ----------
                    Total Deductions               389,933                  18,977                  408,910
                                                ----------                 -------               ----------
Balance at December 31, 1994                    $  810,507                 $     0                $ 810,507
                                                ==========                 =======               ==========
</TABLE>



<PAGE>


                                                                      Exhibit A
                                                                       10 of 32

                  PECO Energy Company and Subsidiary Companies
          Consolidating Statement of Unappropriated Retained Earnings
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                        PECO
                                                PECO                    Energy                   Susquehanna
                                                Energy                  Power                    Power
                                                Company                 Company                  Company
<S>                                       <C>                      <C>                         <C>
Balance at January 1, 1994                      $  728,343                 $   884               $    6,536

Additions:
 Net Income for twelve months
  ended December 31, 1994
  (excluding Equity in
  Earnings of Subsidiary
  Companies)                                       427,816                     408                    7,850

 Dividends Received from
  Subsidiary Companies                               8,588                   7,791
                                                ----------                 -------               ----------
       Total Additions                             436,404                   8,199                    7,850
                                                ----------                 -------               ----------
Deductions:
 Expenses in Connection
  with Issuance of
   Preferred Stock                                  11,662

 Cash Dividend Declared
   Preferred Stock                                  35,706
   Common Stock                                    342,177                   8,207                    7,791
 Issuance of Stock
   Long-Term Incentive Plan                            388
                                                ----------                 -------               ----------
       Total Deductions                            389,933                   8,207                    7,791
                                                ----------                 -------               ----------
Balance at December 31, 1994                    $  774,814                 $   876                $   6,595
                                                ==========                 =======               ==========
</TABLE>



<PAGE>


                                                                       Exhibit A
                                                                        11 of 32

                  PECO Energy Company and Subsidiary Companies
          Consolidating Statement of Unappropriated Retained Earnings
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                                 PECO
                                                Conowingo               Susquehanna              Energy
                                                Power                   Electric                 Capital
                                                Company                 Company                  Corporation
<S>                                            <C>                     <C>                  <C>
Balance at January 1, 1994                      $   56,294                 $  (110)              $

Additions:
 Net Income for twelve months
  ended December 31, 1994
  (excluding Equity in
  Earnings of Subsidiary
  Companies)                                         4,794                      22                       13

 Dividends Received from
  Subsidiary Companies
                                                ----------                 -------               ----------
       Total Additions                               4,794                      22                       13
                                                ----------                 -------               ----------
Deductions:
 Expenses in Connection
  with Issuance of
   Preferred Stock

 Cash Dividend Declared
   Preferred Stock
   Common Stock                                                                                         381
 Issuance of Stock
   Long-Term Incentive Plan
                                                ----------                 -------               ----------
       Total Deductions                                                                                 381
                                                ----------                 -------               ----------
Balance at December 31, 1994                    $   61,088                 $   (88)               $    (368)
                                                ==========                 =======               ==========
</TABLE>



<PAGE>


                                                                       Exhibit A
                                                                        12 of 32

                  PECO Energy Company and Subsidiary Companies
          Consolidating Statement of Unappropriated Retained Earnings
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                PECO Energy             Eastern
                                                Capital                 Pennsylvania             Adwin
                                                Limited                 Development              Investment
                                                Partnership             Company                  Company
<S>                                        <C>                       <C>                    <C>
Balance at January 1, 1994                      $                          $   448               $      (78)

Additions:
 Net Income for twelve months
  ended December 31, 1994
  (excluding Equity in
  Earnings of Subsidiary
  Companies)                                            (5)                     26                      105

 Dividends Received from
  Subsidiary Companies                                                       2,598
                                                ----------                 -------               ----------
       Total Additions                                  (5)                  2,624                      105
                                                ----------                 -------               ----------
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, 1994                    $       (5)                $ 3,072                $      27
                                                ==========                 =======               ==========
</TABLE>



<PAGE>


                                                                       Exhibit A
                                                                        13 of 32

                  PECO Energy Company and Subsidiary Companies
          Consolidating Statement of Unappropriated Retained Earnings
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                                 Energy
                                                Adwin                   Adwin                    Performance
                                                Realty                  Equipment                Services
                                                Company                 Company                  Inc.
<S>                                         <C>                      <C>                     <C>
Balance at January 1, 1994                      $    1,737                 ($3,958)              $

Additions:
 Net Income for twelve months
  ended December 31, 1994
  (excluding Equity in
  Earnings of Subsidiary
  Companies)                                       (12,416)                    493                   (2,045)

 Dividends Received from
  Subsidiary Companies
                                                ----------                 -------               ----------
       Total Additions                             (12,416)                    493                   (2,045)
                                                ----------                 -------               ----------
Deductions:
 Expenses in Connection
  with Issuance of
   Preferred Stock

 Cash Dividend Declared
   Preferred Stock
   Common Stock                                         35                   2,403                      160
 Issuance of Stock
   Long-Term Incentive Plan
                                                ----------                 -------               ----------
       Total Deductions                                 35                   2,403                      160
                                                ----------                 -------               ----------
Balance at December 31, 1994                    $  (10,714)                $(5,868)               $  (2,205)
                                                ==========                 =======               ==========
</TABLE>



<PAGE>


                                                                       Exhibit A
                                                                        14 of 32

                  PECO Energy Company and Subsidiary Companies
          Consolidating Statement of Unappropriated Retained Earnings
                     Twelve Months Ended December 31, 1994
                             (Thousands of Dollars)

                                                Eastern
                                                Pennsylvania
                                                Exploration
                                                Company

Balance at January 1, 1994                      $  (16,369)

Additions:
 Net Income for twelve months
  ended December 31, 1994
  (excluding Equity in
  Earnings of Subsidiary
  Companies)                                          (348)

 Dividends Received from
  Subsidiary Companies
                                                ----------
       Total Additions                                (348)
                                                ----------
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                                  0
                                                ----------
Balance at December 31, 1994                    $  (16,717)
                                                ==========



<PAGE>


                    PECO Energy Company and Subsidiary Companies      Exhibit A
                           Consolidating Balance Sheet                 15 of 32
                               December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                Consolidated                                     Combined
                                                Totals                  Eliminations             Totals
<S>                                        <C>                     <C>                        <C>
Assets
Utility Plant, at Original
Cost
 Electric                                       $13,283,888             $                        $13,283,888
 Gas                                                895,946                                          895,946
 Common                                             324,309                                          324,309
                                                -----------             -----------              -----------
                                                 14,504,143                      0                14,504,143
  Less: Accumulated Provision
        for Depreciation                          4,269,100                                        4,269,100
                                                -----------             -----------              -----------
                                                 10,235,043                      0                10,235,043
Nuclear Fuel, Net                                   184,161                                          184,161
Construction Work in
 Progress                                           472,512                                          472,512
Leased Property, Net                                174,565                                          174,565
                                                -----------             -----------              -----------
      Net Utility Plant                          11,066,281                      0                11,066,281
                                                -----------             -----------              -----------
Current Assets
 Cash and Temporary
  Cash Investment                                    51,966                                           51,966
 Accounts Receivable, Net
  Customers                                          97,193                                           97,193
  Other                                              56,577                262,371                   318,948
 Inventories, at Average Cost
  Fossil Fuel                                        72,732                                           72,732
  Materials and Supplies                            118,230                                          118,230
 Deferred Income Taxes                               13,189                                           13,189
 Other                                               58,450                                           58,450
                                                -----------             -----------              -----------
      Total Current Assets                          468,337                262,371                   730,708
                                                -----------             -----------              -----------
Deferred Debits and Other Assets
 Recoverable Deferred
  Income Taxes                                    2,138,079                                        2,138,079
 Deferred Limerick Costs                            413,885                                          413,885
 Deferred Non-Pension Post-
  retirement Benefit Costs                          261,912                                          261,912
 Investments                                        220,969                                          220,969
 Investments in Subsidiary
  Companies                                               0                584,449                   584,449
 Loss on Reacquired Debt                            320,879                                          320,879
 Other                                              264,268                    (36)                  264,232
                                                -----------             -----------              -----------
       Total Deferred Debits
        and Other Assets                          3,619,992                584,413                 4,204,405
                                                -----------             -----------              -----------
TOTAL                                           $15,154,610             $  846,784               $16,001,394
                                                ===========             ===========              ===========
</TABLE>



<PAGE>


                   PECO Energy Company and Subsidiary Companies        Exhibit A
                          Consolidating Balance Sheet                   16 of 32
                               December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                        PECO
                                                PECO                    Energy                   Susquehanna
                                                Energy                  Power                    Power
                                                Company                 Company                  Company
<S>                                        <C>                  <C>                           <C>
Assets
Utility Plant, at Original
Cost
 Electric                                       $13,045,227             $    6,103               $   117,879
 Gas                                                895,946
 Common                                             234,769
                                                -----------             -----------              -----------
                                                 14,175,942                  6,103                   117,879
  Less: Accumulated Provision
        for Drpreciation                          4,167,848                    553                    39,213
                                                -----------             -----------              -----------
                                                 10,008,094                  5,550                    78,666
Nuclear Fuel, Net                                   184,161
Construction Work in
 Progress                                           467,441                                            3,798
Leased Property, Net                                174,565
                                                -----------             -----------              -----------
      Net Utility Plant                          10,834,261                  5,550                    82,464
                                                -----------             -----------              -----------
Current Assets
 Cash and Temporary
  Cash Investment                                    43,975                    144                        47
 Accounts Receivable, Net
  Customers                                          89,651
  Other                                              55,703                   (285)                    1,953
 Inventories, at Average Cost
  Fossil Fuel                                        72,732
  Material and Supplies                             117,505
 Deferred Income Taxes                               12,220
 Other                                               53,107                     30                     1,388
                                                -----------             -----------              -----------
      Total Current Assets                          444,893                   (111)                    3,388
                                                -----------             -----------              -----------
Deferred Debits and Other Assets
 Recoverable Deferred
  Income Taxes                                    2,121,859                    119                     9,534
 Deferred Limerick Costs                            413,885
 Deferred Non-Pension Post-
  retirement Benefits Costs                         260,652
 Investments                                        193,438                    385                     1,008
 Investments in Subsidiary
  Companies                                         453,401                 75,843
 Loss on Reacquired Debt                            320,879
 Other                                              236,478                      1                        27
                                                -----------             -----------              -----------
       Total Deferred Debits
        and Other Assets                          4,000,592                 76,348                    10,569
                                                -----------             -----------              -----------
TOTAL                                           $15,279,746             $   81,787               $    96,421
                                                ===========             ===========              ===========
</TABLE>



<PAGE>


                  PECO Energy Company and Subsidiary Companies        Exhibit A
                         Consolidating Balance Sheet                   17 of 32
                               December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                                 PECO
                                                Conowingo               Susquehanna              Energy
                                                Power                   Electric                 Capital
                                                Company                 Company                  Corporation
<S>                                         <C>                    <C>                      <C>
Assets
Utility Plant, at Original
Cost
 Electric                                       $   114,678             $        1               $
 Gas
 Common
                                                -----------             -----------              -----------
                                                    114,678                      1                         0
  Less: Accumulated Provision
        for Depreciation                             34,962
                                                -----------             -----------              -----------
                                                     79,716                      1                         0
Nuclear Fuel, Net
Construction Work in
 Progress                                             1,044                    229
Leased Property, Net
                                                -----------             -----------              -----------
      Net Utility Plant                              80,760                    230                         0
                                                -----------             -----------              -----------
Current Assets
 Cash and Temporary
  Cash Investment                                     2,778                    (22)                       48
 Accounts Receivable, Net
  Customers                                           7,234                    103
  Other                                                 498                  3,453                    22,809
 Inventories, at Average Cost
  Fossil Fuel
  Material and Supplies                                 187                    538
 Deferred Income Taxes                                 (199)                   (19)
 Other                                                3,188                    355
                                                -----------             -----------              -----------
      Total Current Assets                           13,686                  4,408                    22,857
                                                -----------             -----------              -----------
Deferred Debits and Other Assets
 Recoverable Deferred
  Income Taxes                                        6,754                   (187)
 Deferred Limerick Costs
 Deferred Non-Pension Post-
  retirement Benefit Costs                              630                    630
 Investments                                            180
 Investments in Subsidiary
  Companies                                                                                            6,843
 Loss on Reacquired Debt
 Other                                               27,003                   (236)
                                                -----------             -----------              -----------
       Total Deferred Debits
        and Other Assets                             34,567                    207                     6,843
                                                -----------             -----------              -----------
TOTAL                                           $   129,013             $    4,845               $    29,700
                                                ===========             ===========              ===========
</TABLE>



<PAGE>


                     PECO Energy Company and Subsidiary Companies     Exhibit A
                             Consolidating Balance Sheet               18 of 32
                               December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                PECO Energy             Eastern
                                                Capital                 Pennsylvania             Adwin
                                                Limited                 Development              Investment
                                                Partnership             Company                  Company
<S>                                        <C>                     <C>                        <C>
Assets
Utility Plant, at Original
Cost
 Electric                                       $                       $                        $
 Gas
 Common
                                                -----------             -----------              -----------
                                                          0                      0                         0
  Less: Accumulated Provision
        for Depreciation
                                                -----------             -----------              -----------
                                                          0                      0                         0
Nuclear Fuel, Net
Construction Work in
 Progress
Leased Property, Net
                                                -----------             -----------              -----------
      Net Utility Plant                                   0                      0                         0
                                                -----------             -----------              -----------
Current Assets
 Cash and Temporary
  Cash Investment                                                                2                         6
 Accounts Receivable, Net
  Customers
  Other                                             228,093                      1                        51
 Inventories, at Average Cost
  Fossil Fuel
  Material and Supplies
 Deferred Income Taxes                                                           1                        97
 Other
                                                -----------             -----------              -----------
      Total Current Assets                          228,093                      4                       154
                                                -----------             -----------              -----------
Deferred Debits and Other Assets
 Recoverable Deferred
  Income Taxes
 Deferred Limerick Costs
 Deferred Non-Pension Post-
  retirement Benefit Costs
 Investments                                                                   506                     3,383
 Investments in Subsidiary
  Companies                                                                 48,362
 Loss on Reacquired Debt
 Other
                                                -----------             -----------              -----------
       Total Deferred Debits
        and Other Assets                                  0                 48,868                     3,383
                                                -----------             -----------              -----------
TOTAL                                           $   228,093             $   48,872               $     3,537
                                                ===========             ===========              ===========
</TABLE>



<PAGE>


                   PECO Energy Company and Subsidiary Companies       Exhibit A
                           Consolidating Balance Sheet                 19 of 32
                               December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                                 Energy
                                                Adwin                   Adwin                    Performance
                                                Realty                  Equipment                Services
                                                Company                 Company                  Incorporated
<S>                                          <C>                     <C>                        <C>
Assets
Utility Plant, at Original
Cost
 Electric                                       $                       $                        $
 Gas
 Common                                              62,953                    407                     6,855
                                                -----------             -----------              -----------
                                                     62,953                    407                     6,855
  Less: Accumulated Provision
        for Depreciation                              5,268                     38                     2,064
                                                -----------             -----------              -----------
                                                     57,685                    369                     4,791
Nuclear Fuel, Net
Construction Work in
 Progress
Leased Property, Net
                                                -----------             -----------              -----------
      Net Utility Plant                              57,685                    369                     4,791
                                                -----------             -----------              -----------
Current Assets
 Cash and Temporary
  Cash Investment                                     2,263                  1,120                     1,118
 Accounts Receivable, Net
  Customers
  Other                                               1,623                  1,758                     3,290
 Inventories, at Average Cost
  Fossil Fuel
  Material and Supplies
 Deferred Income Taxes                                                                                 1,089
 Other                                                  319                     20                        36
                                                -----------             -----------              -----------
      Total Current Assets                            4,205                  2,898                     5,533
                                                -----------             -----------              -----------
Deferred Debits and Other Assets
 Recoverable Deferred
  Income Taxes
 Deferred Limerick Costs
 Deferred Non-Pension Post-
  retirement Benefit Costs
 Investments                                         10,505                  1,382                    10,182
 Investments in Subsidiary
  Companies
 Loss on Reacquired Debt
 Other                                                  894                                               65
                                                -----------             -----------              -----------
       Total Deferred Debits
        and Other Assets                             11,399                  1,382                    10,247
                                                -----------             -----------              -----------
TOTAL                                           $    73,289             $    4,649               $    20,571
                                                ===========             ===========              ===========
</TABLE>



<PAGE>


                   PECO Energy Company and Subsidiary Companies        Exhibit A
                          Consolidating Balance Sheet                   20 of 32
                               December 31, 1994
                             (Thousands of Dollars)


                                                Eastern
                                                Pennsylvania
                                                Exploration
                                                Company
Assets
Utility Plant, at Original
Cost
 Electric                                       $
 Gas
 Common                                              19,325
                                                -----------
                                                     19,325
  Less: Accumulated Provision
        for Depreciation                             19,154
                                                -----------
                                                        171
Nuclear Fuel, Net
Construction Work in
 Progress
Leased Property, Net
                                                -----------
      Net Utility Plant                                 171
                                                -----------
Current Assets
 Cash and Temporary
  Cash Investment                                       487
 Accounts Receivable, Net
  Customers                                             205
  Other                                                   1
 Inventories, at Average Cost
  Fossil Fuel
  Material and Supplies
 Deferred Income Taxes
 Other                                                    7
                                                -----------
      Total Current Assets                              700
                                                -----------
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                                  0
                                                -----------
TOTAL                                           $       871
                                                ===========



<PAGE>


                  PECO Energy Company and Subsidiary Companies        Exhibit A
                           Consolidating Balance Sheet                 21 of 32
                               December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>

                                                Consolidated                                     Combined
                                                Totals                  Eliminations             Totals
<S>                                        <C>                     <C>                     <C>
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
 Common Stock                                   $ 3,490,728                $84,219               $ 3,574,947
 Other Paid-In Capital                                1,271                255,397                   256,668
 Retained Earnings                                  810,507                 23,523                   834,030
                                                -----------             -----------              -----------
                                                  4,302,506                363,139                 4,665,645
Preferred and Preference Stock
 Without Mandatory
  Redemption                                        277,472                221,250                   498,722
 With Mandatory Redemption                           92,700                                           92,700
 Minority Interest in Preferred
  Securities of Subsidiaries                        221,250                                          221,250
Long-Term Debt                                    4,816,779                228,093                 5,044,872
Advances from Subsidiary
 Companies                                                                  22,869                    22,869
                                                -----------             -----------              -----------
   Total Capitalization                           9,710,707                835,351                10,546,058
                                                -----------             -----------              -----------
Current Liabilities
 Notes Payable, Bank                                 11,499                                           11,499
 Long-Term Debt Due Within
  One Year                                          222,578                                          222,578
 Capital Lease Obligations
  Due Within One Year                                60,476                                           60,476
 Accounts Payable                                   312,996                 11,433                   324,429
 Taxes Accrued                                       87,659                                           87,659
 Deferred Energy Costs                               15,486                                           15,486
 Interest Accrued                                    93,159                                           93,159
 Dividends Payable                                   15,096                                           15,096
 Other                                               85,728                                           85,728
                                                -----------             -----------              -----------
   Total Current Liabilities                        904,677                 11,433                   916,110
                                                -----------             -----------              -----------
Deferred Credits and Other
Liabilities
 Capital Lease Obligations                          114,089                                          114,089
 Deferred Income Taxes                            3,229,475                                        3,229,475
 Unamortized Investment
  Tax Credits                                       374,100                                          374,100
 Pension Obligation for Early
  Retirement Plan                                   238,250                                          238,250
 Non-Pension Postretirement
  Benefits Obligation                               354,458                                          354,458
 Other                                              228,854                                          228,854
                                                -----------             -----------              -----------
   Total Deferred Credits
    and Other Liabilities                         4,539,226                      0                 4,539,226
                                                -----------             -----------              -----------
TOTAL                                           $15,154,610             $  846,784               $16,001,394
                                                ===========             ===========              ===========
</TABLE>



<PAGE>


                  PECO Energy Company and Subsidiary Companies        Exhibit A
                          Consolidating Balance Sheet                  22 of 32
                               December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                        PECO
                                                PECO                    Energy                   Susquehanna
                                                Energy                  Power                    Power
                                                Company                 Company                  Company
<S>                                       <C>                       <C>                     <C>
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
 Common Stock                                   $ 3,490,728              $  24,600               $    47,048
 Other Paid-In Capital                                1,271                 36,500                    22,200
 Retained Earnings                                  810,507                  7,471                     6,595
                                                -----------             -----------              -----------
                                                  4,302,506                 68,571                    75,843
Preferred and Preference Stock
 Without Mandatory
  Redemption                                        277,472
 With Mandatory Redemption                           92,700
 Minority Interest in Preferred
  Securities of Subsidiaries                        221,250
Long-Term Debt                                    5,013,724
Advances from Subsidiary
 Companies                                           22,809
                                                -----------             -----------              -----------
   Total Capitalization                           9,930,461                 68,571                    75,843
                                                -----------             -----------              -----------
Current Liabilities
 Notes Payable, Bank                                  7,500                  2,350                     1,649
 Long-Term Debt Due Within
  One Year                                          191,463                  9,750
 Capital Lease Obligations
  Due Within One Year                                60,476
 Accounts Payable                                   312,767                    328                      (139)
 Taxes Accrued                                       80,645                    404                     2,738
 Deferred Energy Costs                               15,221
 Interest Accrued                                    93,008                    151                         3
 Dividends Payable                                   15,096
 Other                                               85,112                      9
                                                -----------             -----------              -----------
   Total Current Liabilities                        861,288                 12,992                     4,251
                                                -----------             -----------              -----------
Deferred Credits and Other
Liabilities
 Capital Lease Obligations                          114,089
 Deferred Income Taxes                            3,186,889                    154                    15,363
 Unamortized Investment
  Tax Credits                                       372,067                                              963
 Pension Obligation for Early
  Retirement Plan                                   234,502
 Non-Pension Postretirement
  Benefits Obligation                               353,198
 Other                                              227,252                     70                         1
                                                -----------             -----------              -----------
   Total Deferred Credits
    and Other Liabilities                         4,487,997                    224                    16,327
                                                -----------             -----------              -----------
TOTAL                                           $15,279,746             $   81,787               $    96,421
                                                ===========             ===========              ===========
</TABLE>



<PAGE>


                  PECO Energy Company and Subsidiary Companies         Exhibit A
                           Consolidating Balance Sheet                  23 of 32
                               December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                                 PECO
                                                Conowingo               Susquehanna              Energy
                                                Power                   Electric                 Capital
                                                Company                 Company                  Corporation
<S>                                        <C>                      <C>                     <C>
Capitalization and Liabilities     
Capitalization
Common Shareholders' Equity
 Common Stock                                   $    12,555                $     10              $
 Other Paid-In Capital                               19,100                                           29,652
 Retained Earnings                                   61,088                     (88)                    (373)
                                                -----------             -----------              -----------
                                                     92,743                     (78)                  29,279
Preferred and Preference Stock
 Without Mandatory
  Redemption
 With Mandatory Redemption
 Minority Interest in Preferred
  Securities of Subsidiaries
Long-Term Debt
Advances from Subsidiary
 Companies                                                                       60
                                                -----------             -----------              -----------
   Total Capitalization                              92,743                     (18)                  29,279
                                                -----------             -----------              -----------
Current Liabilities
 Notes Payable, Bank
 Long-Term Debt Due Within
  One Year
 Capital Lease Obligations
  Due Within One Year
 Accounts Payable                                     4,414                   2,894
 Taxes Accrued                                        3,045                     (68)                     421
 Deferred Energy Costs                                  265
 Interest Accrued                                        (3)
 Dividends Payable
 Other                                                   36                     492
                                                -----------             -----------              -----------
   Total Current Liabilities                          7,757                   3,318                      421
                                                -----------             -----------              -----------
Deferred Credits and Other
Liabilities
 Capital Lease Obligations
 Deferred Income Taxes                               23,899                    (390)
 Unamortized Investment
  Tax Credits                                         1,070
 Pension Obligation for Early
  Retirement Plan                                     2,442                   1,306
 Non-Pension Postretirement
  Benefits Obligation                                   630                     630
 Other                                                  472                      (1)
                                                -----------             -----------              -----------
   Total Deferred Credits
    and Other Liabilities                            28,513                   1,545                        0
                                                -----------             -----------              -----------
TOTAL                                           $   129,013             $     4,845              $    29,700
                                                ===========             ===========              ===========
</TABLE>



<PAGE>


                   PECO Energy Company and Subsidiary Companies       Exhibit A
                           Consolidating Balance Sheet                 24 of 32
                               December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                PECO Energy             Eastern
                                                Capital                 Pennsylvania             Adwin
                                                Limited                 Development              Investment
                                                Partnership             Company                  Company
<S>                                        <C>                      <C>                     <C>
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
 Common Stock                                   $                          $      1              $         1
 Other Paid-In Capital                                6,848                  57,985                    3,500
 Retained Earnings                                       (5)                (15,688)                      27
                                                -----------             -----------              -----------
                                                      6,843                  42,298                    3,528
Preferred and Preference Stock
 Without Mandatory
  Redemption                                        221,250
 With Mandatory Redemption
 Minority Interest in Preferred
  Securities of Subsidiaries
Long-Term Debt                                                                6,550
Advances from Subsidiary
 Companies
                                                -----------             -----------              -----------
   Total Capitalization                             228,093                  48,848                    3,528
                                                -----------             -----------              -----------
Current Liabilities
 Notes Payable, Bank
 Long-Term Debt Due Within
  One Year
 Capital Lease Obligations
  Due Within One Year
 Accounts Payable                                                                5                         2
 Taxes Accrued                                                                  19                         7
 Deferred Energy Costs
 Interest Accrued
 Dividends Payable
 Other
                                                -----------             -----------              -----------
   Total Current Liabilities                              0                     24                         9
                                                -----------             -----------              -----------
Deferred Credits and Other
Liabilities
 Capital Lease Obligations
 Deferred Income Taxes
 Unamortized Investment
  Tax Credits
 Pension Obligation for Early
  Retirement Plan
 Non-Pension Postretirement
  Benefits Obligation
 Other
                                                -----------             -----------              -----------
   Total Deferred Credits
    and Other Liabilities                                 0                      0                         0
                                                -----------             -----------              -----------
TOTAL                                           $   228,093             $   48,872               $     3,537
                                                ===========             ===========              ===========
</TABLE>



<PAGE>


                    PECO Energy Company and Subsidiary Companies      Exhibit A
                          Consolidating Balance Sheet                  25 of 32
                               December 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                                 Energy
                                                Adwin                   Adwin                    Performance
                                                Realty                  Equipment                Services
                                                Company                 Company                  Incorporated
<S>                                           <C>                  <C>                        <C>
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
 Common Stock                                   $         1              $       1               $         1
 Other Paid-In Capital                               40,029                  9,450                    14,139
 Retained Earnings                                  (10,714)                (5,868)                   (2,205)
                                                -----------             -----------              -----------
                                                     29,316                  3,583                    11,935
Preferred and Preference Stock
 Without Mandatory
  Redemption
 With Mandatory Redemption
 Minority Interest in Preferred
  Securities of Subsidiaries
Long-Term Debt                                       19,937                                            4,661
Advances from Subsidiary
 Companies
                                                -----------             -----------              -----------
   Total Capitalization                              49,253                  3,583                    16,596
                                                -----------             -----------              -----------
Current Liabilities
 Notes Payable, Bank
 Long-Term Debt Due Within
  One Year                                           20,500                                              865
 Capital Lease Obligations
  Due Within One Year
 Accounts Payable                                     2,313                    451                       961
 Taxes Accrued                                                                 520
 Deferred Energy Costs
 Interest Accrued
 Dividends Payable
 Other                                                   79
                                                -----------             -----------              -----------
   Total Current Liabilities                         22,892                    971                     1,826
                                                -----------             -----------              -----------
Deferred Credits and Other
Liabilities
 Capital Lease Obligations
 Deferred Income Taxes                                  336                      3                     1,989
 Unamortized Investment
  Tax Credits
 Pension Obligation for Early
  Retirement Plan
 Non-Pension Postretirement
  Benefits Obligation
 Other                                                  808                     92                       160
                                                -----------             -----------              -----------
   Total Deferred Credits
    and Other Liabilities                             1,144                     95                     2,149
                                                -----------             -----------              -----------
TOTAL                                           $    73,289             $    4,649               $    20,571
                                                ===========             ===========              ===========
</TABLE>



<PAGE>


                 PECO Energy Company and Subsidiary Companies        Exhibit A
                         Consolidating Balance Sheet                  26 of 32
                               December 31, 1994
                             (Thousands of Dollars)

                                                Eastern
                                                Pennsylvania
                                                Exploration
                                                Company

Capitalization and Liabilities

Capitalization
Common Shareholders' Equity
 Common Stock                                   $         1
 Other Paid-In Capital                               15,994
 Retained Earnings                                  (16,717)
                                                -----------
                                                       (722)
Preferred and Preference Stock
 Without Mandatory
   Redemption
 With Mandatory Redemption
 Minority Interest in Preferred
  Securities of Subsidiaries
Long-Term Debt
Advances from Subsidiary
 Companies
                                                -----------
   Total Capitalization                                (722)
                                                -----------
Current Liabilities
 Notes Payable, Bank
 Long-Term Debt Due Within
  One Year
 Capital Lease Obligations
  Due Within One Year
 Accounts Payable                                       433
 Taxes Accrued                                          (72)
 Deferred Energy Costs
 Interest Accrued
 Dividends Payable
 Other
                                                -----------
   Total Current Liabilities                            361
                                                -----------
Deferred Credits and Other
Liabilities
 Capital Lease Obligations
 Deferred Income Taxes                                1,232
 Unamortized Investment
  Tax Credits
 Pension Obligation for Early
  Retirement Plan
 Other
                                                -----------
   Total Deferred Credits
    and Other Liabilities                             1,232
                                                -----------
TOTAL                                           $       871
                                                ===========




<PAGE>


                                                                      Exhibit A
                                                                       27 of 32

                  PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                  SCHEDULE OF CAPITAL STOCK, DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                       NUMBER OF SHARES            AMOUNT
                                         AUTHORIZED             OUTSTANDING             (IN THOUSANDS)
<S>                                <C>                     <C>                        <C>
PECO Energy Company
 Cumulative Preferred Stock - 
  Without Par (NOTE)
  $7.96  Series                         1,400,000                1,400,000                  140,000
  $7.48  Series                           500,000                  500,000                   50,000
  $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                   27,472
  $4.3   Series                           150,000                  150,000                   15,000
  $3.8   Series                           300,000                  300,000                   30,000
   Unclassified                        11,298,280
                                      -----------              -----------               ----------
  Total Preferred Stock                15,000,000                3,701,720                  370,172

Common Stock no par                   500,000,000              221,608,984                3,490,728
                                      -----------              -----------               ----------
  Total Capital Stock                                                                    $3,860,900
</TABLE>


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

$4.68  Series      - $104.00          $4.3   Series      - $102.00
$4.4   Series      - $112.50          $3.8   Series      - $106.00


$7.96  Series      - $100.00 beginning October 1, 1997
$7.48  Series      - $103.74 beginning April 1, 2003





<PAGE>


               PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES           Exhibit A
               SCHEDULE OF LONG-TERM DEBT, DECEMBER 31, 1994          28 of 32A

<TABLE>
<CAPTION>
                                                                                       DUE WITHIN ONE
                                                                                       YEAR INCLUDED
                                                                                       IN LONG-TERM
                                                                                       DEBT
                                                                                       (Amount in Thousands)
<S>                                               <C>                                 <C>
PECO Energy Company:
 First and Refunding Mortgage Bonds:
   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                               250,000                              ---
   7-3/8%  Series due 2001                                80,000                              ---
   8    %  Series due 2002                               200,000                              ---
   7-1/8%  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                                52,813                            4,063
   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                              ---
   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                               225,000                              ---
Floating Rate Delaware County                             50,000                              ---
Floating Rate Delaware County                             50,000                              ---
Floating Rate Delaware County                             50,000                              ---
Floating Rate Salem County                                 4,200                              ---
                                                      ----------                          --------
                                                       4,027,643                            4,063

   Medium-Term Notes                                     134,200                           12,400
   Notes Payable - Banks                                 692,000                          175,000
   Pollution Control Notes                               161,465                              ---
   Unamortized Premium on
    Long-Term Debt                                            11                              ---
   Unamortized Discount on
    Long-Term Debt                                       (38,225)                             ---
                                                                                         --------
      Total PECO Energy Company                       $4,977,094                         $191,463
                                                                                         ========
  PECO Energy Power Company - a subsidiary:
    Sinking Fund Debentures:
     4-1/2% Series due 1995                           $    9,750                         $  9,750
    Unamortized Discount on
     Long-Term Debt                                          ---                              ---
                                                      ----------                         --------
       Total PECO Energy Power Co.                    $    9,750                         $  9,750
                                                      ==========                         ========
</TABLE>




<PAGE>


                                                                       Exhibit A
                                                                        29 of 32


                  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

         Electric                            $13,045,227            $13,283,888

         Gas                                     895,946                895,946

         Common, Used in All Services            234,769                324,309
                                             -----------            -----------
                                             $14,175,942            $14,504,143
                                             ===========            ===========





<PAGE>


                                                                       Exhibit A
                                                                        30 of 32

                  PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                    CONSOLIDATING BALANCE SHEET ELIMINATIONS
                               DECEMBER 31, 1994
                             (Thousands of Dollars)


<TABLE>
<CAPTION>
          Elimination No. 1
<S>                                                         <C>                    <C>
Capital Stock - Subsidiary Companies, Consolidated                  $84,219
     Investments in Capital Stock of Subsidiary
   Companies, Consolidated                                                            $84,219
</TABLE>

<TABLE>
<CAPTION>
For eliminating investments of PECO Energy Company and Subsidiary 
Companies, consolidated, in Capital Stock of Subsidiary Companies, as follows:

                                                           Stated Value              Investment of
                                                         of Capital Stock           Owning Company
<S>                                                    <C>                        <C> 
Susquehanna Power Company                                    $47,048
PECO Energy Power Company                                     24,600                   $47,048
Conowingo Power Company                                       12,555
Susquehanna Electric Company                                      10
PECO Energy Capital Limited Partnership                            0
PECO Energy Capital Corporation                                    0                         0
Adwin Investment Company                                           1
Adwin Realty Company                                               1
Adwin Equipment Company                                            1
Energy Performance Services Incorporated                           1
Eastern Pennsylvania Development Company                           1                         4
Eastern Pennsylvania Exploration Company                           1
PECO Energy Company                                                                     37,167
                                                           ---------                 ---------
                                                             $84,219                   $84,219
                                                           =========                 =========

          Elimination No. 2

Paid-In Capital - Subsidiary Companies,
 Consolidated                                               $255,397
     Investments in Paid-In Capital of
     Subsidiary Companies, Consolidated                                               $255,397

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

                                                             Paid-In               Investment of
                                                             Capital              Owning Company

Susquehanna Power Company                                    $22,200
PECO Energy Power Company                                     36,500                  $22,200
Conowingo Power Company                                       19,100
PECO Energy Capital Limited Partnership                        6,848
PECO Energy Capital Corporation                               29,652                    6,848
Adwin Investment Company                                       3,500
Adwin Realty Company                                          40,029
Adwin Equipment Company                                        9,450
Energy Performance Services Incorporated                      14,139
Eastern Pennsylvania Development Company                      57,985                   67,118
Eastern Pennsylvania Exploration Company                      15,994
PECO Energy Company                                                                   159,231
                                                           ---------                ---------
                                                            $255,397                 $255,397
                                                           =========                =========
</TABLE>



<PAGE>


                                                                       Exhibit A
                                                                        31 of 32

                  PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                    CONSOLIDATING BALANCE SHEET ELIMINATIONS
                               DECEMBER 31, 1994
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
          Elimination No. 3
<S>                                                         <C>                    <C>
 Retained Earnings - Undistributed 
   Subsidiary Earnings,                                      $23,523
   Consolidated Investments in 
   Retained Earnings of
   Subsidiary Companies, Consolidated                                                 $23,523
</TABLE>


<TABLE>
<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>
Susquehanna Power Company                                     $6,595
PECO Energy Power Company                                      7,471                   $6,595
Conowingo Power Company                                       61,088
Susquehanna Electric Company                                     (88)
PECO Energy Capital Limited Partnership                           (5)
PECO Energy Capital Corporation                                 (373)                      (5)
Adwin Investment Company                                          27
Adwin Realty Company                                         (10,714)
Adwin Equipment Company                                       (5,868)
Energy Performance Services Incorporated                      (2,205)
Eastern Pennsylvania Development Company                     (15,688)                 (18,760)
Eastern Pennsylvania Exploration Company                     (16,717)
PECO Energy Company                                                0                   35,693
                                                           ---------               ----------
                                                             $23,523                  $23,523
                                                           =========               ==========
          Elimination No. 4
Preferred Securities - Subsidiary Companies
 Consolidated                                               $221,250
  Investments in Preferred Securities of 
   Subsidiary Companies, Consolidated                                                $221,250

For eliminating investments of PECO Energy 
Company and Subsidiary Companies, 
consolidated, in Preferred Securities of
Subsidiary Companies as follows:
                                                                                 Investment of
                                                      Preferred Secur.          Owning Company

PECO Energy Capital Limited Partnership                   $  221,250
PECO Energy Company                                                                $  221,250
                                                        ------------             ------------
                                                         $   221,250               $  221,250
                                                        ============             ============
</TABLE>



<PAGE>


                                                                       Exhibit A
                                                                        32 of 32
                  PECO ENERGY COMPANY AND SUBSIDIARY COMPANIES
                    CONSOLIDATING BALANCE SHEET ELIMINATIONS
                               DECEMBER 31, 1994
                             (Thousands of Dollars)



<TABLE>
<CAPTION>

          Elimination No. 5
<S>                                                            <C>                  <C>
Long-Term Debt - Advances from Subsidiary
   Companies, Consolidated                                        $22,869
Long-Term Debt - Debentures from Subsidiary
   Companies, Consolidated                                       $228,093
      Accounts Receivable - Associated Companies, 
       Consolidated                                                                   $250,902
      Investments in Indebtedness of Subsidiary Companies,
       Consolidated                                                                        $60
</TABLE>

For eliminating investments of PECO Energy Company and
Subsidiary Companies, consolidated, in Indebtedness of Subsidiary
Companies as follows:

<TABLE>
<CAPTION>
                                                                                     Other Accounts       Investment of
                                                     Advances       Debentures       Receivable           Owning Company
<S>                                             <C>              <C>             <C>                   <C>
Susquehanna Electric Company                         $     60
PECO Energy Capital Limited Partnership                             $228,093
PECO Energy Capital Corporation                                                        22,809
PECO Energy Company                                    22,809       $228,093                0              $      60
                                                     --------       --------         --------              ---------
                                                     $ 22,869       $228,093         $250,902              $      60
                                                     ========       ========         ========              =========
</TABLE>


<TABLE>
<CAPTION>
          Elimination No. 6
<S>                                                      <C>                     <C>
Accounts Payable - Associated Companies,                       $11,433
   Consolidated
Other Deferred Debits                                               36
        Accounts Receivable - Associated Companies,
         Consolidated                                                               $11,469
</TABLE>

For adjusting and eliminating intercompany Accounts
Receivable and Payable, as follows:
<TABLE>
<CAPTION>
                                                                                               Other
                                                           Accounts         Accounts           Deferred
                                                           Payable          Receivable         Debits
<S>                                                     <C>    <C>    <C>
Susquehanna Power Company                               $    316
PECO Energy Power Company                                     84            $ 1,636
Conowingo Power Company                                    4,589                319
Susquehanna Electric Company                               3,138              3,305
PECO Energy Company                                        3,306              6,209
Other Deferred Debits                                                                        $     (36)
                                                        --------           --------         ----------
                                                        $ 11,433            $11,469          $     (36)
                                                        ========           ========         ==========
</TABLE>



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