PECO ENERGY CO
U-3A-2, 1996-02-29
ELECTRIC & OTHER SERVICES COMBINED
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                                                                 File No. 1-1401









                                   FORM U-3A-2





                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D. C.





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









                               PECO Energy Company
                                (Name of Company)

                      For the Year Ended December 31, 1995



<PAGE>



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

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

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

     Claimant supplies electric service in Philadelphia and in southeastern
     Pennsylvania adjacent to Philadelphia, including Delaware and Chester
     Counties, substantial parts of Bucks and Montgomery Counties and a small
     part of York County, comprising an area of 2,107 square miles having a
     population of about 3,700,000. 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 1995, 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      $4,186,156,280      $4,228,003,002
Electric Sales -
   MKWH (Gross)            48,531,191          50,180,303
Electric Customers -
   December 31              1,467,385           1,467,409
Gas Sales -
   MCF (Natural Gas)       53,969,709 (1)      53,969,709 (1)
Gas Customers -
   December 31                385,322             385,322

(1)  Claimant also transported 48,531,016 MCF of gas for its gas customers.



<PAGE>


Following is a list of the subsidiary companies of Claimant, and of their States
of organization, together with a description of the location and nature of their
business:

PECO Energy Power Company - Incorporated in Pennsylvania
         This company, a wholly owned subsidiary of Claimant and a registered
         holding company, together with its wholly owned subsidiary, The
         Susquehanna Power Company, owns the Conowingo 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 project located in Pennsylvania,
         and its portion of the transmission line is leased to and operated by
         Claimant.

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

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

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

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 wholly-owned subsidiary of EPDC and is primarily
         engaged in electrical distribution equipment rental, and owns a 50%
         managing partnership interest in a co-generation plant.

Adwin Realty Company (ARC) - Incorporated in Pennsylvania
         Airport Business Center, 300 Stevens Drive, Lester PA
         This company is a wholly-owned 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.


<PAGE>


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
         2003 Renaissance Blvd., King of Prussia, PA
         EPS is 92% owned by EPDC and is engaged in providing engineering,
         construction and management services to industrial, commercial and
         institutional customers, worldwide. EPS has four majority owned
         subsidiaries, Energy Performance Services (EPS/Canada),Inc., EPS CR.
         sr., a Czech Republic limited liability company, EPS Portugal and EPS
         Chile.

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

PECO Gas Supply Company (PGSC) -
         Incorporated in Pennsylvania
         300 Front Street, West Conshohocken, PA
         This wholly owned subsidiary of the Claimant is engaged in the purchase
         and sale of natural gas.

In June 1995, the Company completed the sale of its subsidiary Conowingo Power
Company to Delmarva Power & Light Company.


<PAGE>



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

CLAIMANT TOGETHER WITH ITS PUBLIC UTILITY SUBSIDIARIES

The properties of Claimant and PECO Energy Power Company are located within
Pennsylvania, except that the Claimant holds a 42.59 percent ownership interest
in certain generating facilities located in Salem, NJ which presently consist of
940 megawatts of nuclear and 18 megawatts of internal combustion generation as
of December 31, 1995. 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.

The following information, unless otherwise indicated, is as of December 31,
1995:

The electric facilities of Claimant and its subsidiaries with a total net summer
capacity of 9,078 net megawatts, include seventeen generating stations of which
2,811 megawatts are fossil-fired steam; 819 megawatts are internal combustion;
1,392 megawatts are hydro; and 4,056 megawatts are nuclear. The seventeen
generating stations are interconnected through transmission lines, substations
and related facilities.

The electric facilities of Claimant also include 89,977 conductor miles of
transmission, distribution and street lighting lines serving 1,565,148 electric
meters installed on customers' premises. Additional electric generating capacity
is available to Claimant through the Pennsylvania-New Jersey-Maryland
Interconnection Association among the properties of Claimant, Pennsylvania Power
& Light Company, Public Service Electric and Gas Company, Baltimore Gas and
Electric Company, Pennsylvania Electric Company, Metropolitan Edison Company,
Jersey Central Power & Light Company, Potomac Electric Power Company, Atlantic
Electric Company and Delmarva Power Company. The maximum peak load (hourly
demand) for the calendar year 1995, on the facilities of Claimant and
subsidiaries was 7,244 megawatts which occurred on August 4, 1994.



<PAGE>


The electricity generating plants of Claimant and subsidiary companies at
December 31, 1995 are as follows:


</TABLE>
<TABLE>
<CAPTION>
                                                                                               NET SUMMER
NAME OF PLANT                   LOCATION                                  TYPE                 CAPACITY -
 CLAIMANT                                                                                      MEGAWATTS
<S>                           <C>                                      <C>                 <C>>
Chester                         Chester, PA on                            Internal                  39.0
                                 Delaware River                            Combustion
Cromby                          Phoenixville on                           Steam and
                                 Schuylkill River                          Internal
                                                                           Combustion              347.7
Delaware                        Central Philadelphia                      Steam and
                                 on Delaware River                         Internal
                                                                           Combustion              312.7
Richmond                        Northeast Philadelphia                    Internal
                                 on Delaware River                         Combustion               96.0
Schuylkill                      Central Philadelphia                      Steam and
                                 on Schuylkill River                       Internal
                                                                           Combustion              198.8
Southwark                       Southeast Philadelphia                    Internal
                                 on Delaware River                         Combustion               53.0
Eddystone                       Eddystone, PA on                          Steam and
                                 Delaware River                            Internal
                                                                           Combustion            1,403.0
Peach Bottom
 Atomic Power                   Near Delta, PA on
 Station                         Susquehanna River                        Nuclear                  928.0
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               48.0
Falls Substation                Falls Twp., Bucks Co.,                    Internal
                                 PA                                        Combustion               48.0
Salem Generating                Salem Co., New Jersey                     Nuclear and
 Station                                                                   Internal
                                                                           Combustion              958.0
Croydon                         Bristol Twp., PA                          Internal
                                                                           Combustion              370.0
Limerick                        Limerick Twp.,
                                 Montgomery Co., PA                       Nuclear                2,170.0
                                                                                                 -------
     Total for Claimant's Stations                                                               8,565.8
PECO ENERGY POWER COMPANY
SUSQUEHANNA POWER COMPANY
Conowingo                       Near Conowingo, MD,
                                 on Susquehanna River                     Hydro                    512.0
                                                                                                 -------
     Total for Claimant and Subsidiaries                                                         9,077.8
                                                                                                 =======
</TABLE>


<PAGE>


The following summary shows the relationship of the principal properties by
Claimant to those owned by subsidiaries,

<TABLE>
<CAPTION>
                                              OWNED BY           OWNED BY
ELECTRIC PROPERTIES                           CLAIMANT           SUBSIDIARIES                TOTAL
<S>                                        <C>                   <C>                 <C>
 Generating Capacity-MW                          8,566               512                     9,078
 Substation Transformer
  Capacity-KVA --------                       35,767,603             -0-                  35,767,603

 Transmission and
  Distribution Lines -
  Conductor Miles                               89,789                94                    89,977

GAS PROPERTIES

 Liquefied 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)                                         5,458             -0-                       5,458
</TABLE>


In addition to the electric generating plants described above, Claimant owns
89,882 conductor miles of transmission and distribution lines including 825
conductor miles of 500,000 volts, 1,683 conductor miles of 220,000 volts, 656
conductor miles of 132,000 volts, 646 conductor miles of 66,000 volts, 48,779
conductor miles of 33,000, 13,000 and 4,000 volts, 37,276 conductor miles of
220-110 volts, and 16 conductor miles of street lighting line.

Claimant owns and operates 442 substations with a total installed capacity of
35,767,603 KVA in transformer equipment and 123,000 KW in 25 cycle frequency
converter equipment.

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

Claimant's transmission lines which deliver or receive electric energy at the
borders of Pennsylvania make five connections with Public Service Electric and
Gas Company (New Jersey) at the Pennsylvania-New Jersey line: two near New Hope,
Pennsylvania, one at Biles Island on the Delaware River near Morrisville,
Pennsylvania, one is near Bristol, Pennsylvania and one is on the Pennsylvania
Railroad Company bridge extending between Philadelphia, Pennsylvania and Camden,
New Jersey. Claimant's lines also connect with those of Delmarva Power Company
at the Pennsylvania-Delaware line at Naamans, Pennsylvania, near Claymont,
Delaware. Connection is also made with the Atlantic Electric Company
transmission line at the Pennsylvania-New Jersey state line in Chester,
Pennsylvania. Two connections are made with the Baltimore Gas and Electric

<PAGE>

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>
                                                                                                                PROPANE/
                                      TRANS-
                                      TEXAS EASTERN             CONTINENTAL                LNG                  AIR
STATION                               METER STATION             METER STATION              FACILITIES           FACILITIES
<S>                                <C>                       <C>                      <C>                   <C>  
Buckingham                                  *
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                                   *
Centerpoint                                 *
</TABLE>


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

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

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

Design Capacity:              30,000 MCF/Day Propane - Air
On Site LPG Capacity:         Twenty-two 90,000 gallon tanks



<PAGE>


Claimant has contracts with Texas Eastern Transmission Corporation (TETCO),
Transcontinental Gas Pipe Line Corporation (Transco), and storage services under
Service Agreements and Tariffs on file with the FERC. Aggregate annual
entitlements are approximately 55 million dekatherms for supply and 21.5 million
dekatherms for storage.

<TABLE>
<CAPTION>
                                                                 MAXIMUM                    MAXIMUM
SUPPLY                                      EXPIRATION           DAILY                      ANNUAL
<S>                                     <C>                  <C>                       <C>
Direct Produce                              3/01                 219,884dth(w)              57,101,987dth
                                                                 125,533dth(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
Panhandle Eastern                           3/01/15               30,511                     2,745,990
  FS Storage
                                                                 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

Panhandle Eastern                           3/31/15               29,973                    From FS
  FT                                                                                        Storage


Panhandle Eastern                           10/31/15              29,973                    From FS
  FT1                                                                                       Storage

Panhandle Eastern                           10/31/15              29,973                    From FS
  LLFT                                                                                      Storage
</TABLE>

*Initial contract term expired continuing subject to service agreement term and
FERC Section 7 certification.

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 

<PAGE>

producers and gas marketing companies. During 1995, total natural gas throughput
from all sources, including transportation of customer-owned gas delivered in
the Commonwealth of Pennsylvania, was approximately 104.9 million dekatherms.

Claimant purchased no gas from its subsidiary, EPEC, during 1995.

The maximum one day sendout of Claimant for calendar year 1995 occurred on
January 5 and amounted to 557,280,000 cubic feet of gas.

PECO ENERGY POWER COMPANY AND SUSQUEHANNA POWER COMPANY

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

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

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

There are two transmission substations having a total rated capacity of 610,000
KVA. One, located on the roof of Conowingo Station, has a rated capacity of
560,000 KVA and steps up the energy generated at Conowingo Station from 13,200
volts to 230,000 volts for transmission to the electric lines of the Claimant.
The other is a 13,200-33,000 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 distribution.

There are 63 circuit miles of 220,000 volt transmission lines and 29 circuit
miles of 33,000 volt transmission lines. The 220,000 volt transmission lines
consist of two single circuit lines supported on steel towers, of which 42
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 21 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 33,000 volt
transmission lines are owned by Susquehanna Power Company.

<PAGE>


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

(A)  NUMBER OF KWH OF ELECTRIC ENERGY SOLD (AT RETAIL OR WHOLESALE), AND MCF OF
     NATURAL OR MANUFACTURED GAS DISTRIBUTED AT RETAIL.

<TABLE>
<CAPTION>
                                   KWH SOLD (AT RETAIL OR WHOLESALE)
ELECTRIC SALES BY  INTERCOMPANY                               OTHER                           TOTAL
<S>                        <C>                          <C>                           <C> 
PECO Energy Co.                 298,006,730              48,087,732,003(a)                48,385,738,733
PECO Energy
  Power Co.                          -                           -                               -
Susquehanna
   Power Co.                         -                           -                               -
Susquehanna
   Electric Co.               1,351,067,332                  54,575,640                    1,405,642,972
Conowingo Power
   Co.                               37,641                 388,883,357                      388,920,998
</TABLE>

Note: (a) - Reflects gross deliveries including 496,175,000
            kilowatthours accounted for under the purchased and
            interchange power account.

GAS SALES BY                  MCF OF GAS DISTRIBUTED AT RETAIL

PECO Energy Co.                       53,969,709

(B)- NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR MANUFACTURED GAS
     DISTRIBUTED AT RETAIL OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY IS
     ORGANIZED.

                                      None

(C)- NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR MANUFACTURED GAS
     SOLD AT WHOLESALE OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY IS
     ORGANIZED, OR AT THE STATE LINE.



<PAGE>

<TABLE>
<CAPTION>
                                   KWH SOLD (AT RETAIL OR WHOLESALE)
ELECTRIC SALES BY  INTERCOMPANY                               OTHER                           TOTAL
<S>                        <C>                       <C>                               <C>
PECO Energy Co.                 298,006,730               14,482,688,420(a)                 14,780,695,150
PECO Energy
  Power Co.                          -                           -                               -
Susquehanna
   Power Co.                         -                           -                               -
Susquehanna
   Electric Co.               1,351,067,332                   54,575,640                   1,405,642,972
Conowingo Power
   Co.                               37,641                        4,245                          41,886
</TABLE>

Note: (a) - PECO Energy Company also had a delivery of 496,175,000
            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.

GAS SALES BY                       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.
<TABLE>
<CAPTION>
                                   KWH PURCHASED AT STATE LINE
ELECTRIC
PURCHASES BY                  INTERCOMPANY                    OTHER                           TOTAL
<S>                       <C>                           <C>                             <C>
PECO Energy Co.               1,293,453,011               2,000,000,000(a)*                3,284,581,569
PECO Energy
  Power Co.                          -                           -                               -
Susquehanna
   Power Co.                         -                           -                               -
Susquehanna
   Electric Co.                      -                           -                               -
Conowingo Power
   Co.                          240,323,812                      -                           240,323,812
</TABLE>

* Estimated
Note: (a) - PECO Energy Company also received 13,181,000,000 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.

GAS PURCHASED BY                   MMCF OF GAS PURCHASED AT STATE LINE

PECO Energy Co.                               52,969,709


<PAGE>


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

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

                                      None

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

                                      None

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

                                      None

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

                                      None

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

                                      None


<PAGE>


                                    EXHIBITS

Exhibit A -    Consolidated statement of income and surplus of Claimant and
               its subsidiary companies for the calendar year 1994, together
               with a consolidated 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>


                                    EXHIBITS


The above-named Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 29th day of February, 1996.



                                         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, PO Box 8699, Philadelphia, PA 19101
        ----------------------------------------------------------------
                                (Mailing Address)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR3
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                         $15,007,756,000
<TOTAL-OPERATING-REVENUES>              $4,204,040,000
<NET-INCOME>                              $609,732,000
        

</TABLE>

                    PECO Energy Company Subsidiary Companies
                        Consolidating Statement of Income
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                         1 of 28

<TABLE>
<CAPTION>
                                        Consolidated                                                  PECO Energy
                                              Totals        Eliminations       Combined Totals            Company
                                     ---------------       -------------       ---------------      -------------
<S>                                  <C>                 <C>                   <C>                 <C>
Operating Revenues
   Electric                               $3,775,326             $58,273            $3,833,599         $3,753,464
   Gas                                       410,830                                   410,830            410,830
   Nonutility Subsidiaries                    17,884                                    17,884
                                     ---------------      --------------         -------------     --------------
      Total Operating Revenues             4,204,040              58,273             4,262,313          4,164,294
                                     ---------------      --------------        --------------     --------------
Operating Expenses
   Fuel and Energy Interchange               762,762              41,846               804,608            781,316
   Other Operating                           962,288              16,427               978,715            933,116
   Maintenance                               308,430                 ---               308,430            302,150
   Depreciation                              458,966                 ---               458,966            454,193
   Income Taxes                              395,872                 ---               395,872            392,203
   Other Taxes                               315,065                 ---               315,065            308,027
                                     ---------------      --------------        --------------     --------------
      Total Operating Revenues             3,203,383              58,273             3,261,656          3,171,005
                                     ---------------      --------------        --------------     --------------
Operating Income                           1,000,657                 ---             1,000,657            993,289
                                     ---------------      --------------        --------------     --------------
Other Income and Deductions
   Allowance for Other Funds                  14,371                 ---                14,371             14,292
      used During Construction
   Gain on Sale of Subsidiary                 58,745                 ---                58,745             58,745
   Equity in Subsidiary
      Companies                                  ---               5,609                 5,609              3,779
   Income Taxes                              (34,820)                ---               (34,820)            (33,612)
   Other, Net                                  7,061              26,726                33,788              8,461
                                     ---------------      --------------        --------------     --------------
      Total Other Income and
         Deductions                           45,358              32,335                77,693             51,665
                                     ---------------      --------------        --------------     --------------
Income Before Interest Charges             1,046,015              32,335             1,078,350          1,044,954
                                     ---------------      --------------        --------------     --------------
Interest Charges
   Long-Term Debt                            389,262                 ---               389,262            386,200
   Short-Term Debt                            38,712              26,726                65,438             40,642
   Dividends on Preferred                     20,987                 ---                20,987             20,987
      Securities of Subsidiary
   Allowance for Borrowed                    (12,678)                ---               (12,678)            (12,607)
      Funds Used During              ---------------       -------------        --------------     --------------
      Construction
      Net Interest Charges                   436,283              26,726               463,009            435,222
                                      --------------      --------------        --------------     --------------
Net Income                                $  609,732          $    5,609            $  615,341         $  609,732
                                      ==============      ==============        ==============     ==============
</TABLE>


<PAGE>


                    PECO Energy Company Subsidiary Companies
                        Consolidating Statement of Income
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                         2 of 28

<TABLE>
<CAPTION>
                                                                                                        Susquehanna
                                         PECO Energy         Susquehanna       Conowingo Power     Electric Company
                                       Power Company       Power Company               Company       --------------
                                      --------------      --------------       ---------------
<S>                                  <C>                <C>                  <C>                  <C>
Operating Revenues
   Electric                                   $1,003             $15,680               $36,714              $26,738
   Gas                                           ---                 ---                   ---                  ---
   Nonutility Subsidiaries                       ---                 ---                   ---                  ---
                                       -------------      --------------      ----------------      ---------------
      Total Operating Revenues                 1,003              15,680                36,714               26,738
                                       -------------      --------------      ----------------      ---------------
Operating Expenses
   Fuel and Energy Interchange                   ---                 ---                23,292                  ---
   Other Operating                                50                  54                 4,033               22,528
   Maintenance                                   ---                   1                 2,059                3,586
   Depreciation                                   45               1,594                 1,422                  ---
   Income Taxes                                  218               3,508                 1,049                  (80)
   Other Taxes                                   129               2,383                 2,827                  704
                                       -------------      --------------      ----------------      ---------------
      Total Operating Revenues                   442               7,540                34,682               26,738
                                       -------------      --------------      ----------------      ---------------
Operating Income                                 561               8,140                 2,032                  ---
                                       -------------      --------------      ----------------      ---------------
Other Income and Deductions
   Allowance for Other Funds                     ---                  54                    25                  ---
      used During Construction
   Gain on Sale of Subsidiary                    ---                 ---                   ---                  ---
   Equity in Subsidiary
      Companies                                8,257                 ---                   ---                  ---
   Income Taxes                                   (3)                (65)                  (37)                 (31)
   Other, Net                                      8                  82                    98                   81
                                      --------------      --------------      ----------------      ---------------
      Total Other Income and
         Deductions                            8,262                  71                    86                   50
                                      --------------      --------------      ----------------       --------------
Income Before Interest Charges                 8,823               8,211                 2,118                   50
                                      --------------      --------------      ----------------      ---------------
Interest Charges
   Long-Term Debt                                  5                 ---                   ---                  ---
   Short-Term Debt                                 8                   1                     1                    4
   Dividends on Preferred                        ---                 ---                   ---                  ---
      Securities of Subsidiary
   Allowance for Borrowed                        ---                 (47)                  (24)                 ---
      Funds Used During               --------------      --------------      ----------------      ---------------
      Construction
      Net Interest Charges                        13                 (46)                  (23)                   4
                                      --------------      --------------      ----------------      ---------------
Net Income                                $    8,810          $    8,257            $    2,141           $       46
                                      ==============      ==============      ================      ===============
</TABLE>


<PAGE>


                    PECO Energy Company Subsidiary Companies
                        Consolidating Statement of Income
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                         3 of 28
<TABLE>
<CAPTION>
                                                             PECO Energy               Eastern
                                         PECO Energy     Capital Limited          Pennsylvania     Adwin Investment
                                             Capital         Partnership           Development              Company
                                         Corporation       -------------               Company      ---------------
                                       -------------                          ----------------
<S>                                    <C>                <C>                <C>                    <C>
Operating Revenues
   Electric                                      ---                 ---                   ---                  ---
   Gas                                           ---                 ---                   ---                  ---
   Nonutility Subsidiaries                       ---                 ---                   ---                 $326
                                       -------------      --------------      ----------------      ---------------
      Total Operating Revenues                   ---                 ---                   ---                  326
                                       -------------      --------------      ----------------      ---------------
Operating Expenses
   Fuel and Energy Interchange                   ---                 ---                   ---                  ---
   Other Operating                                $8                $115                   ---                    8
   Maintenance                                   ---                 ---                   ---                  ---
   Depreciation                                  ---                 ---                   ---                  ---
   Income Taxes                                  ---                 ---                   ---                   93
   Other Taxes                                     2                 ---                   ---                  ---
                                       -------------      --------------      ----------------      ---------------
      Total Operating Revenues                    10                 115                   ---                  101
                                       -------------      --------------      ----------------      ---------------
Operating Income                                 (10)              (115)                   ---                  225
                                       -------------      --------------      ----------------      ---------------
Other Income and Deductions
   Allowance for Other Funds                     ---                 ---                   ---                  ---
      used During Construction
   Gain on Sale of Subsidiary                    ---                 ---                   ---                  ---
   Equity in Subsidiary
      Companies                                 (113)                ---               ($6,314)                 ---
   Income Taxes                               (1,072)                ---                   ---                  ---
   Other, Net                                  3,146              21,638                   ---                  ---
                                      --------------      --------------      ----------------      ---------------
      Total Other Income and
         Deductions                            1,961              21,638                (6,314)                 ---
                                      --------------      --------------      ----------------       --------------
Income Before Interest Charges                 1,951              21,523                (6,314)                 225
                                      --------------      --------------      ----------------      ---------------
Interest Charges
   Long-Term Debt                                ---                 ---                   ---                  ---
   Short-Term Debt                             3,146              21,636                   ---                  ---
   Dividends on Preferred                        ---                 ---                   ---                  ---
      Securities of Subsidiary
   Allowance for Borrowed                        ---                 ---                   ---                  ---
      Funds Used During               --------------      --------------      ----------------      ---------------
      Construction
      Net Interest Charges                     3,146              21,636                   ---                  ---
                                      --------------      --------------      ----------------      ---------------
Net Income                               $    (1,195)         $     (113)           $   (6,314)          $      225
                                         ===========         ===========           ===========          ===========
</TABLE>


<PAGE>


                    PECO Energy Company Subsidiary Companies
                        Consolidating Statement of Income
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                         4 of 28

<TABLE>
<CAPTION>
                                                                                        Energy              Eastern
                                                         Adwin Equipment           Performance         Pennsylvania
                                        Adwin Realty             Company              Services          Exploration
                                             Company       -------------          Incorporated              Company
                                      --------------                          ----------------      ---------------
<S>                                  <C>                  <C>                <C>                 <C>
Operating Revenues
   Electric                                      ---                 ---                   ---                  ---
   Gas                                           ---                 ---                   ---                  ---
   Nonutility Subsidiaries                    $6,593                $247               $10,479                 $ 79
                                       -------------      --------------      ----------------      ---------------
      Total Operating Revenues                 6,593                 247                10,479                   79
                                       -------------      --------------      ----------------      ---------------
Operating Expenses
   Fuel and Energy Interchange                   ---                 ---                   ---                  ---
   Other Operating                             4,223                 168                14,193                   51
   Maintenance                                   551                  83                   ---                  ---
   Depreciation                                1,485                  19                    78                  130
   Income Taxes                                  716                 (15)               (1,496)                (324)
   Other Taxes                                   983                   6                   ---                    4
                                       -------------      --------------      ----------------      ---------------
      Total Operating Revenues                 7,958                 261                12,775                (139)
                                       -------------      --------------      ----------------      ---------------
Operating Income                              (1,365)                (14)               (2,296)                 218
                                       -------------      --------------      ----------------      ---------------
Other Income and Deductions
   Allowance for Other Funds                     ---                 ---                   ---                  ---
      used During Construction
   Gain on Sale of Subsidiary                    ---                 ---                   ---                  ---
   Equity in Subsidiary
      Companies                                  ---                 ---                   ---                  ---
   Income Taxes                                  ---                 ---                   ---                  ---
   Other, Net                                    ---                 ---                   193                   73
                                      --------------      --------------      ----------------      ---------------
      Total Other Income and
         Deductions                              ---                 ---                   193                   73
                                      --------------      --------------      ----------------       --------------
Income Before Interest Charges                (1,365)                (14)               (2,103)                 291
                                      --------------      --------------      ----------------      ---------------
Interest Charges
   Long-Term Debt                              2,738                 ---                   319                  ---
   Short-Term Debt                               ---                 ---                   ---                  ---
   Dividends on Preferred                        ---                 ---                   ---                  ---
      Securities of Subsidiary
   Allowance for Borrowed                        ---                 ---                   ---                  ---
      Funds Used During               --------------      --------------      ----------------      ---------------
      Construction
      Net Interest Charges                     2,738                 ---                   319                  ---
                                      --------------      --------------      ----------------      ---------------
Net Income                               $    (4,103)          $     (14)           $   (2,422)          $      291
                                         ===========         ===========           ===========          ===========
</TABLE>


<PAGE>


                    PECO Energy Company Subsidiary Companies
                        Consolidating Statement of Income
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                         5 of 28

                                               PA Gas Supply
                                                     Company
                                               -------------
Operating Revenues
   Electric                                              ---
   Gas                                                   ---
   Nonutility Subsidiaries                              $160
                                               -------------
      Total Operating Revenues                           160
                                               -------------
Operating Expenses
   Fuel and Energy Interchange                           ---
   Other Operating                                       168
   Maintenance                                           ---
   Depreciation                                          ---
   Income Taxes                                          ---
   Other Taxes                                           ---
                                               -------------
      Total Operating Revenues                           168
                                               -------------
Operating Income                                          (8)
                                               -------------
Other Income and Deductions
   Allowance for Other Funds                             ---
      used During Construction
   Gain on Sale of Subsidiary                            ---
   Equity in Subsidiary
      Companies                                          ---
   Income Taxes                                          ---
   Other, Net                                              8
                                               -------------
      Total Other Income and
         Deductions                                        8
                                               -------------
Income Before Interest Charges                           ---
                                               -------------
Interest Charges
   Long-Term Debt                                        ---
   Short-Term Debt                                       ---
   Dividends on Preferred                                ---
      Securities of Subsidiary
   Allowance for Borrowed                                ---
      Funds Used During                        -------------
      Construction
      Net Interest Charges                               ---
                                               -------------
Net Income                                       $       ---
                                                 ===========


<PAGE>


                      PECO Energy Company and Subsidiaries
           Consolidating Statement of Unappropriated Retained Earnings
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)
                                                                       Exhibit A
                                                                         6 of 28
<TABLE>
<CAPTION>
                                                                                                                          PECO
                                                             Consolidated                           Combined             Energy
                                                                Totals        Eliminations           Totals              Company
<S>                                                        <C>                <C>                 <C>                 <C>
Balance at January 1, 1995                                   $  810,507                             $  810,507          $  774,814

Additions:
   Net Income for twelve months ended
     December 31, 1995 (excluding
     Equity In Earnings of Subsidiary
     Companies)                                                 669,323                                669,323             665,544

   Dividends Received from
     Subsidiary Companies                                             -             21,138              21,138              12,543
                                                            -----------        -----------         -----------         -----------
       Total Additions                                          669,323             21,138             690,461             678,087
                                                            -----------        -----------         -----------         -----------

Deductions:
   Expenses in Connection with Issuance
     of Preferred Stock                                           4,035                                  4,035              (6,338)

   Cash Dividend Declared
     Preferred Stock                                             24,253                                 24,253              24,253
     Common Stock                                               366,087             21,138             387,225             366,087

   Divestment/Other                                              59,591                                 59,591

   Issuance of Stock
     Long-Term Incentive Plan                                     2,156                                  2,156               2,156
                                                            -----------        -----------         -----------         -----------
       Total Deductions                                         456,122             21,138             477,260             386,158
                                                            -----------        -----------         -----------         -----------
   Balance at December 31, 1995                              $1,023,708                  -           1,023,708           1,066,743
                                                            ===========        ===========         ===========         ===========
</TABLE>


<PAGE>


                      PECO Energy Company and Subsidiaries
           Consolidating Statement of Unappropriated Retained Earnings
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)
                                                                       Exhibit A
                                                                         7 of 28

<TABLE>
<CAPTION>
                                                               PECO
                                                               Energy            Susquehanna         Conowingo          Susquehanna
                                                               Power             Power               Power              Electric
                                                               Company           Company             Company            Company

<S>                                                      <C>                  <C>                <C>               <C>
Balance at January 1, 1995                                   $      876         $    6,595          $   61,088           $     (88)

Additions:
   Net Income for twelve months ended
     December 31, 1995 (excluding
     Equity In Earnings of Subsidiary
     Companies)                                                     553              8,257               2,141                  46

   Dividends Received from
     Subsidiary Companies                                         8,402                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
       Total Additions                                            8,955              8,257               2,141                  46
                                                            -----------        -----------         -----------         -----------

Deductions:
   Expenses in Connection with Issuance
     of Preferred Stock                                               -                  -                   -                   -
   Cash Dividend Declared
     Preferred Stock                                                  -                  -                   -                   -
     Common Stock                                                 8,905              8,402               3,638                   -

   Divestment/Other                                                                                     59,591

   Issuance of Stock
     Long-Term Incentive Plan                                         -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
       Total Deductions                                           8,905              8,402              63,229                   -
                                                            -----------        -----------         -----------         -----------
   Balance at December 31, 1995                              $      926         $    6,450          $        -           $     (42)
                                                            ===========        ===========         ===========         ===========
</TABLE>


<PAGE>


                      PECO Energy Company and Subsidiaries
           Consolidating Statement of Unappropriated Retained Earnings
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                         8 of 28

<TABLE>
<CAPTION>
                                                                                  PECO
                                                               PECO               Energy            Eastern
                                                               Energy             Capital           Pennsylvania         Adwin
                                                               Capital            Limited           Development          Investment
                                                               Corporation        Partnership       Company              Company
<S>                                                       <C>                 <C>                <C>                  <C>
Balance at January 1, 1995                                    $    (368)          $      (5)        $    3,072          $       27

Additions:
   Net Income for twelve months ended
     December 31, 1995 (excluding
     Equity In Earnings of Subsidiary
     Companies)                                                  (1,082)               (113)                 -                 225

   Dividends Received from
     Subsidiary Companies                                                                -                 193                   -
                                                            -----------        -----------         -----------         -----------
       Total Additions                                           (1,082)               (113)               193                 225
                                                            -----------        -----------         -----------         -----------

Deductions:
   Expenses in Connection with Issuance
     of Preferred Stock                                                             10,373                   -                   -

   Cash Dividend Declared
     Preferred Stock                                                                                         -
     Common Stock                                                                                            -                  30

   Divestment/Other                                                                                          -                   -


   Issuance of Stock
     Long-Term Incentive Plan                                         -                  -                   -
                                                            -----------        -----------         -----------         -----------
       Total Deductions                                               -             10,373                   -                  30
                                                            -----------        -----------         -----------         -----------
   Balance at December 31, 1995                              $   (1,450)          $ (10,491)        $    3,265          $      222
                                                            ===========        ===========         ===========         ===========
</TABLE>


<PAGE>


                      PECO Energy Company and Subsidiaries
           Consolidating Statement of Unappropriated Retained Earnings
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                         9 of 28

<TABLE>
<CAPTION>
                                                                                                      Energy            Eastern
                                                              Adwin                Adwin              Performance       Pennsylvania
                                                              Realty               Equipment          Services          Exploration
                                                              Company              Company            Incorporated      Company
<S>                                                         <C>                 <C>               <C>                  <C>
Balance at January 1, 1995                                  $   (10,714)         $   (5,868)        $   (2,205)         $  (16,717)

Additions:
   Net Income for twelve months ended
     December 31, 1995 (excluding
     Equity In Earnings of Subsidiary
     Companies)                                                  (4,103)                (14)            (2,422)                291

   Dividends Received from
     Subsidiary Companies                                             -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
       Total Additions                                           (4,103)                (14)            (2,422)                291
                                                            -----------        -----------         -----------         -----------

Deductions:
   Expenses in Connection with Issuance
     of Preferred Stock                                               -                                      -                   -

   Cash Dividend Declared
     Preferred Stock                                                  -                  -                   -                   -
     Common Stock                                                   299                (136)                                     -

   Divestment/Other                                                   -                  -                   -                   -

   Issuance of Stock
     Long-Term Incentive Plan                                         -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
       Total Deductions                                             299                (136)                 -                   -
                                                            -----------        -----------         -----------         -----------
   Balance at December 31, 1995                               $ (15,116)         $   (5,746)         $  (4,627)       $    (16,426)
                                                            ===========        ===========         ===========         ===========
</TABLE>


<PAGE>


                      PECO Energy Company and Subsidiaries
           Consolidating Statement of Unappropriated Retained Earnings
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                        10 of 28

                                                             PECO
                                                             Gas
                                                             Supply
                                                             Company

Balance at January 1, 1995                                   $        -

Additions:
   Net Income for twelve months ended
     December 31, 1995 (excluding
     Equity In Earnings of Subsidiary
     Companies)                                                       -
   Dividends Received from
     Subsidiary Companies                                             -
                                                            -----------
       Total Additions                                                -
                                                            -----------
Deductions:
   Expenses in Connection with Issuance
     of Preferred Stock                                               -

   Cash Dividend Declared
     Preferred Stock                                                  -
     Common Stock                                                     -

   Divestment/Other                                                   -

   Issuance of Stock
     Long-Term Incentive Plan                                         -
                                                            -----------
       Total Deductions                                               -
                                                            -----------
   Balance at December 31, 1995                              $        -
                                                            ===========


<PAGE>


                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                        11 of 28
<TABLE>
<CAPTION>
   PECO
                                                           Consolidated                            Combined             Energy
                                                           Totals              Eliminations        Totals               Company
<S>                                                      <C>                  <C>                <C>               <C>
Assets
Utility Plant, at Original Cost
   Electric                                                 $13,441,880                            $13,441,880         $13,314,427
   Gas 954,180                                                                     954,180             954,180
   Common                                                       377,427                                377,427             299,899
                                                            -----------        -----------         -----------         -----------
                                                             14,773,487                  -          14,773,487          14,568,506
   Less:  Accumulated Provision
     for Depreciation                                         4,649,165                              4,649,165           4,585,175
                                                            -----------        -----------         -----------         -----------
                                                             10,124,322                  -          10,124,322           9,983,331
Nuclear Fuel, Net                                               191,084                                191,084             191,084
Construction Work in Progess                                    494,194                                494,194             490,746
Leased Property, Net                                            180,425                                180,425             180,425
                                                            -----------        -----------         -----------         -----------
       Net Utility Plant                                     10,990,025                  -          10,990,025          10,845,586
                                                            -----------        -----------         -----------         -----------
Current Assets
   Cash and Temporary Cash Investments                           23,112                                 23,112              17,172
   Accounts Receivable, Net
     Customers                                                   78,749                                 78,749              75,137
     Other                                                       75,122            363,709             438,831              82,924
   Inventories, at Average Cost
     Fossil Fuel                                                 78,260                                 78,260              78,260
     Materials and Supplies                                     123,387                                123,387             122,918
   Deferred Energy Costs                                         55,883                                 55,883              55,883
   Other                                                         61,305                                 61,305              58,014
                                                            -----------        -----------         -----------          ----------
     Total Current Assets                                       495,818            363,709             859,527             490,308
                                                            -----------        -----------         -----------          ----------
Deferred Debits and Other Assets
   Recoverable Deferred Income Taxes                          2,077,426                              2,077,426           2,061,595
   Deferred Limerick Costs                                      390,433                                390,433             390,433
   Deferred Non-pension Postretirement
     Benefit Costs                                              248,085                                248,085             247,494
   Investments                                                  280,774                 (55)           280,719             254,508
   Investments in Subsidiary Companies                                -            308,423             308,423             169,887
   Loss on Reacquired Debt                                      308,577                                308,577             308,577
   Other                                                        216,618                863             217,481             215,820
                                                            -----------        -----------         -----------         -----------
     Total Deferred Debits and
       Other Assets                                           3,521,913            309,231           3,831,144           3,648,314
                                                            -----------        -----------         -----------         -----------
Total                                                       $15,007,756        $   672,940         $15,680,696         $14,984,208
                                                            ===========        ===========         ===========         ===========
</TABLE>


<PAGE>


                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                        12 of 28
<TABLE>
<CAPTION>
                                                             PECO
                                                             Energy            Susquehanna           Conowingo          Susquehanna
                                                             Power             Power                 Power              Electric
                                                             Company           Company               Company            Company
<S>                                                      <C>                 <C>                 <C>                  <C>
Assets
Utility Plant, at Original Cost
   Electric                                                 $     6,103       $   121,349          $         -         $         1
   Gas -                                                              -                  -                   -
   Common                                                             -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
                                                                  6,103            121,349                   -                   1
   Less:  Accumulated Provision
     for Depreciation                                               598             37,933                   -                   -
                                                            -----------        -----------         -----------         -----------
                                                                  5,505             83,416                   -                   1
Nuclear Fuel, Net                                                     -                  -                   -                   -
Construction Work in Progess                                          -              3,448                   -                   -
Leased Property, Net                                                  -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
       Net Utility Plant                                          5,505             86,864                   -                   1
                                                            -----------        -----------         -----------         -----------
Current Assets
   Cash and Temporary Cash Investments                               68                774                   -               2,543
   Accounts Receivable, Net
     Customers                                                        -                  -                   -                  82
     Other                                                        8,566              1,344                   -               3,398
   Inventories, at Average Cost
     Fossil Fuel                                                      -                  -                   -                   -
     Materials and Supplies                                           -                  -                   -                 469
   Deferred Energy Costs                                              -                  -                   -                   -
   Other                                                             30              2,622                   -                 202
                                                            -----------        -----------         -----------          ----------
     Total Current Assets                                         8,664              4,740                   -               6,694
                                                            -----------        -----------         -----------          ----------
Deferred Debits and Other Assets
   Recoverable Deferred Income Taxes                                101             15,917                   -                (187)
   Deferred Limerick Costs                                            -                  -                   -                   -
   Deferred Non-pension Postretirement
     Benefit Costs                                                    -                  -                   -                 591
   Investments                                                      385              1,000                   -                   -
   Investments in Subsidiary Companies                           75,713                  -                   -                   -
   Loss on Reacquired Debt                                            -                  -                   -                   -
   Other                                                              -                 29                   -                (984)
                                                            -----------        -----------         -----------         -----------
     Total Deferred Debits and
       Other Assets                                              76,199             16,946                   -                (580)
                                                            -----------        -----------         -----------         -----------
Total                                                       $    90,368        $   108,550         $         -         $     6,115
                                                            ===========        ===========         ===========         ===========
</TABLE>


<PAGE>


                      PECO Energy Company and Subsidiaries
                           Consolidating Balance Sheet
                                December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                        13 of 28
<TABLE>
<CAPTION>
                                                                                PECO
                                                            PECO                Energy              Eastern
                                                            Energy              Capital             Pennsylvania       Adwin
                                                            Capital             Limited             Development
 Investment                                                 Corporation         Partnership         Company            Company

Assets
<S>                                                      <C>                 <C>                <C>                <C>
Utility Plant, at Original Cost
   Electric                                                 $         -             $   -          $         -         $         -
   Gas -                                                              -                  -                   -
   Common                                                             -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
                                                                      -                  -                   -                   -
   Less:  Accumulated Provision
     for Depreciation                                                 -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
                                                                      -                  -                   -                   -
Nuclear Fuel, Net                                                     -                  -                   -                   -
Construction Work in Progess                                          -                  -                   -                   -
Leased Property, Net                                                  -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
       Net Utility Plant                                              -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
Current Assets
   Cash and Temporary Cash Investments                               10                 37                   1                   4
   Accounts Receivable, Net
     Customers                                                        -                  -                   -                   -
     Other                                                       30,861            308,613                   7                 305
   Inventories, at Average Cost
     Fossil Fuel                                                      -                  -                   -                   -
     Materials and Supplies                                           -                  -                   -                   -
   Deferred Energy Costs                                              -                  -                   -                   -
   Other                                                              -                  -                   -                   -
                                                            -----------        -----------         -----------          ----------
     Total Current Assets                                        30,871            308,650                   8                 309
                                                            -----------        -----------         -----------          ----------
Deferred Debits and Other Assets
   Recoverable Deferred Income Taxes                                  -                  -                   -                   -
   Deferred Limerick Costs                                            -                  -                   -                   -
   Deferred Non-pension Postretirement
     Benefit Costs                                                    -                  -                   -                   -
   Investments                                                                           -                   -               3,460
   Investments in Subsidiary Companies                           17,718                  -              45,105                   -
   Loss on Reacquired Debt                                            -                  -                   -                   -
   Other                                                              -                978                   -                   -
                                                            -----------        -----------         -----------         -----------
     Total Deferred Debits and
       Other Assets                                              17,718                978              45,105               3,460
                                                            -----------        -----------         -----------         -----------
Total                                                       $    48,589        $   309,628         $    45,113         $     3,769
                                                            ===========        ===========         ===========         ===========
</TABLE>




<PAGE>


                      PECO Energy Company and Subsidiaries
                           Consolidating Balance Sheet
                                December 31, 1995
                             (Thousands of Dollars)


                                                                       Exhibit A
                                                                        14 of 28
<TABLE>
<CAPTION>
                                                                                                    Energy             Eastern
                                                             Adwin              Adwin               Performance        Pennsylvania
                                                             Realty             Equipment           Services           Exploration
                                                             Company            Company             Incorporated       Company

Assets
<S>                                                        <C>                <C>                <C>                <C>
Utility Plant, at Original Cost
   Electric                                                 $         -             $   -          $         -         $         -
   Gas -                                                              -                  -                   -
   Common                                                        52,608                398               5,196              19,326
                                                            -----------        -----------         -----------         -----------
                                                                 52,608                398               5,196              19,326
   Less:  Accumulated Provision
     for Depreciation                                             5,365                 39                 771              19,284
                                                            -----------        -----------         -----------         -----------
                                                                 47,243                359               4,425                  42
Nuclear Fuel, Net                                                     -                  -                   -                   -
Construction Work in Progess                                          -                  -                   -                   -
Leased Property, Net                                                  -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
       Net Utility Plant                                         47,243                359               4,425                  42
                                                            -----------        -----------         -----------         -----------
Current Assets
   Cash and Temporary Cash Investments                            1,028                351                 907                 114
   Accounts Receivable, Net
     Customers                                                        -                  -               3,530                   -
     Other                                                          462                541               1,686                  11
   Inventories, at Average Cost
     Fossil Fuel                                                      -                  -                   -                   -
     Materials and Supplies                                           -                  -                   -                   -
   Deferred Energy Costs                                              -                  -                   -                   -
   Other                                                            292                 25                 120                   -
                                                            -----------        -----------         -----------          ----------
     Total Current Assets                                         1,782                917               6,243                 125
                                                            -----------        -----------         -----------          ----------
Deferred Debits and Other Assets
   Recoverable Deferred Income Taxes                                  -                  -                   -                   -
   Deferred Limerick Costs                                            -                  -                   -                   -
   Deferred Non-pension Postretirement
     Benefit Costs                                                    -                  -                   -                   -
   Investments                                                    9,334              4,292               7,682                   -
   Investments in Subsidiary Companies                                -                  -                   -                   -
   Loss on Reacquired Debt                                            -                  -                   -                   -
   Other                                                          1,470                  -                 168                   -
                                                            -----------        -----------         -----------         -----------
     Total Deferred Debits and
       Other Assets                                              10,804              4,292               7,850                   -
                                                            -----------        -----------         -----------         -----------
Total                                                       $    59,829        $     5,568         $    18,518         $       167
                                                            ===========        ===========         ===========         ===========
</TABLE>


<PAGE>


                      PECO Energy Company and Subsidiaries
                           Consolidating Balance Sheet
                                December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                        15 of 28

                                                         PECO
                                                          Gas
                                                        Supply
                                                        Company

Assets

Utility Plant, at Original Cost
   Electric                                                 $         -
   Gas -
   Common                                                             -
                                                            -----------
                                                                      -
   Less:  Accumulated Provision
     for Depreciation                                                 -
                                                            -----------
                                                                      -
Nuclear Fuel, Net                                                     -
Construction Work in Progess                                          -
Leased Property, Net                                                  -
                                                            -----------
       Net Utility Plant                                              -
                                                            -----------
Current Assets
   Cash and Temporary Cash Investments                              103
   Accounts Receivable, Net
     Customers                                                        -
     Other                                                          113
   Inventories, at Average Cost
     Fossil Fuel                                                      -
     Materials and Supplies                                           -
   Deferred Energy Costs                                              -
   Other                                                              -
                                                            -----------
     Total Current Assets                                           216
                                                            -----------
Deferred Debits and Other Assets
   Recoverable Deferred Income Taxes                                  -
   Deferred Limerick Costs                                            -
   Deferred Non-pension Postretirement
     Benefit Costs                                                    -
   Investments                                                       58
   Investments in Subsidiary Companies                                -
   Loss on Reacquired Debt                                            -
   Other                                                              -
                                                            -----------
     Total Deferred Debits and
       Other Assets                                                  58
                                                            -----------
Total                                                          $    274
                                                            ===========



<PAGE>


                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1995
                             (Thousands of Dollars)
                                                                       Exhibit A
                                                                        16 of 28

<TABLE>
<CAPTION>
                                                                                                                        PECO
                                                           Consolidated                             Combined            Energy
                                                              Totals           Eliminations          Totals             Company
<S>                                                       <C>                <C>                 <C>               <C>
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
   Common Stock                                             $ 3,506,313        $    71,764         $ 3,578,077         $ 3,506,313
   Other Paid-in Capital                                          1,326            288,141             289,467               1,271
   Retained Earnings                                          1,023,708             (51,597)           972,111           1,034,081
                                                            -----------        -----------         -----------         -----------
                                                              4,531,347            308,308           4,839,655           4,541,665
Preferred and Preference Stock
   Without Mandatory Redemption                                 199,367                  -             199,367             199,367
   With Mandatory Redemption                                     92,700                  -              92,700              92,700
Minority Interest in Preferred
 Securities of Subsidiaries                                     302,282                  -             302,282                   -
Long-Term Debt                                                4,216,653            308,613           4,525,266           4,506,896
Advances from Subsidiary Companies                                    -             30,921              30,921              30,861
                                                            -----------        -----------         -----------         -----------
     Total Capitalization                                     9,342,349            647,842           9,990,191           9,371,489
                                                            -----------        -----------         -----------         -----------
Current Liabilities
   Notes Payable, Bank                                                -                  -                   -                   -
   Long-Term Debt Due Within One Year                           419,779                  -             419,779             401,003
   Capital Lease Obligations Due Within
    One Year                                                     60,320                                 60,320              60,320
   Accounts Payable                                             306,459             25,098             331,557             303,175
   Taxes Accrued                                                108,757                  -             108,757             105,064
   Deferred Income Taxes                                         15,919                  -              15,919              17,072
   Interest Accrued                                              88,048                                 88,048              88,058
   Dividends Payable                                             20,722                                 20,722              20,722
   Other                                                         83,002                                 83,002              82,240
                                                            -----------        -----------         -----------         -----------
     Total Current Liabilities                                1,103,006             25,098           1,128,104           1,077,654
                                                            -----------        -----------         -----------         -----------

Deferred Credits and Other Liabilities
   Capital Lease Obligations                                    120,105                                120,105             120,105
   Deferred Income Taxes                                      3,314,329                              3,314,329           3,293,212
   Unamortized Investment Tax Credits                           351,569                                351,569             350,619
   Pension Obligation for Early
    Retirement Plan                                             216,283                                216,283             214,977
   Non-Pension Postretirement Benefits
    Obligation                                                  326,251                                326,251             325,660
   Other                                                        233,864                                233,864             230,492
                                                            -----------        -----------         -----------         -----------
     Total Deferred Credits and
      Other Liabilities                                       4,562,401                  -           4,562,401           4,535,065
                                                            -----------        -----------         -----------         -----------
       Total                                                $15,007,756        $   672,940         $15,680,696         $14,984,208
                                                            ===========        ===========         ===========         ===========
</TABLE>


<PAGE>


                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1995
                             (Thousands of Dollars)
<TABLE>
<CAPTION>
                                                                       Exhibit A
                                                                        17 of 28

                                                               PECO
                                                               Energy            Susquehanna         Conowingo          Susquehanna
                                                               Power             Power               Power              Electric
                                                               Company           Company             Company            Company
<S>                                                         <C>               <C>               <C>                 <C>
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
   Common Stock                                               $  24,600          $  47,048         $         -          $       10
   Other Paid-in Capital                                         48,740             22,215                   -               1,050
   Retained Earnings                                              7,376              6,450                   -                 (42)
                                                            -----------        -----------         -----------         -----------
                                                                 80,716             75,713                   -               1,018
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                                        80,716             75,713                   -               1,078
                                                            -----------        -----------         -----------         -----------
Current Liabilities
   Notes Payable, Bank                                                -                  -                   -                   -
   Long-Term Debt Due Within One Year                                 -                  -                   -                   -
   Capital Lease Obligations Due Within
    One Year                                                          -                  -                   -                   -
   Accounts Payable                                               8,945             10,871                   -               1,422
   Taxes Accrued                                                    347              1,290                   -                (158)
   Deferred Income Taxes                                              -                  -                   -                   -
   Interest Accrued                                                  (5)                 (5)                 -                   -
   Dividends Payable                                                  -                  -                   -                   -
   Other                                                              9                  -                   -                 525
                                                            -----------        -----------         -----------         -----------
     Total Current Liabilities                                    9,296             12,156                   -               1,789
                                                            -----------        -----------         -----------         -----------

Deferred Credits and Other Liabilities
   Capital Lease Obligations                                          -                  -                   -                   -
   Deferred Income Taxes                                            356             19,731                   -                (649)
   Unamortized Investment Tax Credits                                 -                950                   -                   -
   Pension Obligation for Early
    Retirement Plan                                                   -                  -                   -               1,306
   Non-Pension Postretirement Benefits
    Obligation                                                        -                  -                   -                 591
   Other                                                              -                  -                   -               2,000
                                                            -----------        -----------         -----------         -----------
     Total Deferred Credits and
      Other Liabilities                                     $       356        $    20,681         $         -         $     3,248
                                                            -----------        -----------         -----------         -----------
       Total                                                $    90,368        $   108,550         $         -         $     6,115
                                                            ===========        ===========         ===========         ===========
</TABLE>


<PAGE>


                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                        18 of 28
<TABLE>
<CAPTION>
                                                                                  PECO
                                                              PECO                Energy              Eastern
                                                              Energy              Capital             Pennsylvania      Adwin
                                                              Capital             Limited             Development       Investment
                                                              Corporation         Partnership         Company           Company
<S>                                                       <C>                 <C>               <C>                  <C>
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
   Common Stock                                             $         -        $         -         $         1         $         1
   Other Paid-in Capital                                         48,663             17,837              62,779               3,500
   Retained Earnings                                             (1,568)            (10,491)           (22,002)                222
                                                            -----------        -----------         -----------         -----------
                                                                 47,095              7,346              40,778               3,723
Preferred and Preference Stock
   Without Mandatory Redemption                                       -                  -                   -                   -
   With Mandatory Redemption                                          -                  -                   -                   -
Minority Interest in Preferred
 Securities of Subsidiaries                                           -            302,282                   -                   -
Long-Term Debt                                                        -                  -               4,100                   -
Advances from Subsidiary Companies                                    -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
     Total Capitalization                                        47,095            309,628              44,878               3,723
                                                            -----------        -----------         -----------         -----------
Current Liabilities
   Notes Payable, Bank                                                -                  -                   -                   -
   Long-Term Debt Due Within One Year                                 -                  -                   -                   -
   Capital Lease Obligations Due Within
    One Year                                                          -                  -                   -                   -
   Accounts Payable                                                 416                  -                   8                   2
   Taxes Accrued                                                  1,078                  -                   -                 107
   Deferred Income Taxes                                              -                  -                  (1)                (63)
   Interest Accrued                                                   -                  -                   -                   -
   Dividends Payable                                                  -                  -                   -                   -
   Other                                                              -                  -                 228                   -
                                                            -----------        -----------         -----------         -----------
     Total Current Liabilities                                    1,494                  -                 235                  46
                                                            -----------        -----------         -----------         -----------
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                                               -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
     Total                                                  $    48,589        $   309,628         $    45,113         $     3,769
                                                            ===========        ===========         ===========         ===========
</TABLE>



<PAGE>


                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1995
                             (Thousands of Dollars)
<TABLE>
<CAPTION>
                                                                       Exhibit A
                                                                        19 of 28

                                                                                                  Energy                Eastern
                                                               Adwin             Adwin            Performance           Pennsylvania
                                                               Realty            Equipment        Services              Exploration
                                                               Company           Company          Incorporated          Company
<S>                                                      <C>                  <C>                 <C>                <C>
Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
   Common Stock                                             $         1        $         1         $         1         $         1
   Other Paid-in Capital                                         41,189             10,634              15,045              16,544
   Retained Earnings                                            (15,116)             (5,746)            (4,627)            (16,426)
                                                            -----------        -----------         -----------         -----------
                                                                 26,074              4,889              10,419                 119
Preferred and Preference Stock
   Without Mandatory Redemption                                       -                  -                   -                   -
   With Mandatory Redemption                                          -                  -                   -                   -
Minority Interest in Preferred
 Securities of Subsidiaries
Long-Term Debt                                                   11,771                  -               2,499                   -
Advances from Subsidiary Companies                                    -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
     Total Capitalization                                        37,845              4,889              12,918                 119
                                                            -----------        -----------         -----------         -----------
Current Liabilities
   Notes Payable, Bank                                                -                  -                   -                   -
   Long-Term Debt Due Within One Year                            17,967                  -                 809                   -
   Capital Lease Obligations Due Within
    One Year                                                          -                  -                   -                   -
   Accounts Payable                                               1,791                441               4,312                   -
   Taxes Accrued                                                  1,034                  -                   -                  (5)
   Deferred Income Taxes                                              -                  -              (1,089)                  -
   Interest Accrued                                                   -                  -                   -                   -
   Dividends Payable                                                  -                  -                   -                   -
   Other                                                              -                  -                   -                   -
                                                            -----------        -----------         -----------         -----------
     Total Current Liabilities                                   20,792                441               4,032                  (5)
                                                            -----------        -----------         -----------         -----------
Deferred Credits and Other Liabilities
   Capital Lease Obligations                                          -                  -                   -                   -
   Deferred Income Taxes                                              -                 58               1,568                  53
   Unamortized Investment Tax Credits                                 -                  -                   -                   -
   Pension Obligation for Early
    Retirement Plan                                                   -                  -                   -                   -
   Non-Pension Postretirement Benefits
    Obligation                                                        -                  -                   -                   -
   Other                                                          1,192                180                   -                   -
                                                            -----------        -----------         -----------         -----------
     Total Deferred Credits and
      Other Liabilities                                           1,192                238               1,568                  53
                                                            -----------        -----------         -----------         -----------
     Total                                                  $    59,829        $     5,568         $    18,518           $     167
                                                            ===========        ===========         ===========         ===========
</TABLE>


<PAGE>


                  PECO Energy Company and Subsidiary Companies
                           Consolidating Balance Sheet
                                December 31, 1995
                             (Thousands of Dollars)

                                                                       Exhibit A
                                                                        20 of 28

                                                          PA
                                                          Gas
                                                        Supply
                                                        Company

Capitalization and Liabilities
Capitalization
Common Shareholders' Equity
   Common Stock                                           $         100
   Other Paid-in Capital                                              -
   Retained Earnings                                                  -
                                                            -----------
                                                                    100
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                                           100
                                                            -----------
Current Liabilities
   Notes Payable, Bank                                                -
   Long-Term Debt Due Within One Year                                 -
   Capital Lease Obligations Due Within
    One Year                                                          -
   Accounts Payable                                                 174
   Taxes Accrued                                                      -
   Deferred Income Taxes                                              -
   Interest Accrued                                                   -
   Dividends Payable                                                  -
   Other                                                              -
                                                            -----------
     Total Current Liabilities                                      174
                                                            -----------
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                                               -
                                                            -----------
     Total                                                  $       274
                                                            ===========



<PAGE>


                                                                       Exhibit A
                                                                        21 of 28

                  PECO Energy Company and Subsidiary Companies
                 Consolidating Statement of Income Eliminations
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
Elimination No. 1                                                                         Debit              Credit
<S>                                                                               <C>                    <C>
Operating Revenue                                                                       $58,273
     Operating Expense                                                                                      $58,273
For eliminating intercompany transactions 
with respect to sales of energy and
rentals, as follows:
                                                                                      Operating           Operating
                                                                                        Revenue            Expenses

Susquehanna Power Company                                                               $15,680
     Rental of generating and transmission
        facilities to Susquehanna Electric
        Company                                                                                             $15,680
PECO Energy Company                                                                      19,861
     Sales of electric energy to Conowingo                                                                   19,861
        Power Company
Susquehanna Electric Company                                                              3,764
     Sales of electric energy to Conowingo                                                                    3,764
        Power Company
Susquehanna Electric Company                                                             18,216
     Sales of electric energy to PECO                                                                        18,216
        Energy Company
PECO Energy Power Company                                                                   747
     Rental of transmission facilities to                                                                       747
        PECO Energy Company
Conowingo Power Company                                                                       5
     Sales of electric energy to PECO                                                                             5
        Energy Company                                                                 --------            --------
                                                                                        $58,273             $58,273
                                                                                       ========            ========
</TABLE>


<PAGE>


                                                                       Exhibit A
                                                                        22 of 28

                  PECO Energy Company and Subsidiary Companies
                 Consolidating Statement of Income Eliminations
                      Twelve Months Ended December 31, 1995
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
Elimination No. 2                                                                        Debit              Credit
<S>                                                                                  <C>                  <C>
Other Income and Deductions                                                            $32,335
   Interest Charges                                                                                        $26,726
   Equity in Earnings of Subsidiary Companies                                                                5,609
</TABLE>

For eliminating intercompany items in connection with interest on notes and
subsidiary earnings as follows:

<TABLE>
<CAPTION>
                                                                                                         Equity in
                                                                                                       Earnings of
                                                                      Other           Interest          Subsidiary
                                                                     Income            Charges           Companies

<S>                                                                <C>                <C>                 <C>
PECO Energy Company                                                  $3,116                ---                 ---
   Interest from Susquehanna Electric Company                           ---                 $4                 ---
   Interest from PECO Energy Capital Corporation                        ---              3,112                 ---
PECO Energy Capital Corporation                                       3,082                ---                 ---
   Interest from PECO Energy Capital Limited
      Partnership                                                       ---                616                 ---
   Interest from PECO Energy Company                                    ---              2,466                 ---
PECO Energy Capital Limited Partnership                              20,528                ---                 ---
   Interest from PECO Energy Company                                    ---             20,528                 ---
PECO Energy Company                                                   3,779                ---                 ---
   Equity in Earnings of Subsidiary Companies
      PECO Energy Power Company                                         ---                ---              $8,810
      Conowingo Power Company                                           ---                ---               2,141
      Susquehanna Electric Company                                      ---                ---                  46
      PECO Energy Capital Corporation                                   ---                ---             (1,195)
      Eastern Pennsylvania Development Company                          ---                ---             (6,314)
      Eastern Pennsylvania Exploration Company                          ---                ---                 291
PECO Energy Capital Corporation                                        (113)               ---
   Equity in Earnings of Subsidiary Company
      PECO Energy Capital Limited Partnership                           ---                ---               (113)
PECO Energy Power company                                             8,257                ---
   Equity in Earnings of Subsidiary Company
      Susquehanna Power Company                                         ---                ---               8,257
Eastern Pennsylvania Development Company                             (6,314)               ---
   Equity in Earnings of Subsidiary Companies
      Adwin Investment Company                                          ---                ---                 225
      Adwin Realty Company                                              ---                ---             (4,103)
      Adwin Equipment Company                                           ---                ---                (14)
      Energy Performance Services Incorporated                          ---                ---             (2,422)
                                                                   --------           --------            --------
                                                                    $32,335            $26,726              $5,609
                                                                   ========           ========           ========
</TABLE>




<PAGE>


                                                                       Exhibit A
                                                                        23 of 28

                  PECO Energy Company and Subsidiary Companies
                          Note to Financial Statements
                                December 31, 1995
                             (Thousands of Dollars)


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

                                          Company                Consolidated
Plant at Original Cost
   Electric                              13,314,427               13,441,880
   Gas                                      954,180                  954,180
   Common, Used in All Services             299,989                  377,427
                                        -----------              -----------
                                        $14,568,596              $14,773,487
                                        ===========              ===========


<PAGE>


                                                                       Exhibit A
                                                                        24 of 28

                  PECO Energy Company and Subsidiary Companies
                            Schedule of Capital Stock
                                December 31, 1995
<TABLE>
<CAPTION>
                                                                  Number of Shares                        Amount

                                                             Authorized        Outstanding            (In Thousands)
<S>                                                          <C>              <C>                     <C>
PECO Energy Company
   Preferred Stock - No Par
      Cumulative (Note)
         $7.96 Series                                           618,954            618,954                   $61,895
         $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
         $4.40 Series                                           274,720            274,720                    27,472
         $4.30 Series                                           150,000            150,000                    15,000
         $3.80 Series                                           300,000            300,000                    30,000
         Unclassified                                        12,079,326                ---                       ---
                                                             ----------        -----------               -----------
            Total Preferred Stock                            15,000,000          2,920,674                   292,067
                                                             ----------        -----------               -----------
Common Stock - No Par                                       500,000,000        222,172,216                 3,506,313
                                                            -----------        -----------               -----------
Total Capital Stock                                                                                       $3,798,380
                                                                                                         ===========
</TABLE>


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

             $4.68 Series - $104.00                      $4.30 Series - $102.00
             $4.40 Series - $112.50                      $3.80 Series - $106.00

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


<PAGE>


                                                                       Exhibit A
                                                                        25 of 28

                  PECO Energy Company and Subsidiary Companies
                           Schedule of Long-Term Debt
                                December 31, 1995
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                                       Due Within
                                                                                                         One Year
                                                                            Long-Term                (Included in
                                                                                 Debt             Long-Term Debt)
<S>                                                                         <C>                       <C>
PECO Energy Company
   First and Refunding Mortgage Bonds
      6-1/8%  Series due 1997                                                 $75,000                      $4,063
      5-3/8%  Series due 1998                                                 225,000                         ---
      7-1/2%  Series due 1999                                                 250,000                         ---
      9-1/4%  Series due 1999                                                  75,000                         ---
      5-5/8%  Series due 2001                                                 250,000                         ---
      7-3/8%  Series due 2001                                                  80,000                         ---
      8%      Series due 2002                                                 200,000                         ---
      7-1/2%  Series due 2002                                                 100,000                         ---
      7-1/8%  Series due 2002                                                 200,000                         ---
      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                                                  48,750                         ---
      8-7/8%  Series due 2016                                                  34,000                         ---
      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                         ---
                                                                         ------------                ------------
                                                                            3,824,080                       4,063
   Medium-Term Notes                                                          121,800                      47,400
   Notes Payable - Banks                                                      517,000                     342,000
   Pollution Control Notes                                                    169,005                       7,540
   Unamortized Premium on Long-Term Debt                                           10                         ---
   Unamortized Discount on Long-Term Debt                                     (32,609)                        ---
                                                                         ------------                ------------
Total PECO Energy Company                                                  $4,599,286                    $401,003
                                                                         ============                ============
</TABLE>
<PAGE>


                                                                       Exhibit A
                                                                        26 of 28

                  PECO Energy Company and Subsidiary Companies
                    Consolidating Balance Sheet Eliminations
                                December 31,1995
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
Elimination 1                                                                             Debit               Credit
<S>                                                                        <C>                       <C>
Capital Stock - Subsidiary Companies, Consolidated                                      $71,764
   Investments in Capital Stock of Subsidiary 
   Companies, Consolidated                                                              $71,764
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

   Susquehanna Power Company                                                            $47,048                  ---
   PECO Energy Power Company                                                             24,600              $47,048
   Conowingo Power Company                                                                  ---                  ---
   Susquehanna Electric Company                                                              10                  ---
   PECO Energy Capital Limited Partnership                                                  ---                  ---
   PECO Energy Capital Corporation                                                          ---                  ---
   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 Gas Supply Company                                                                  100                  ---
   PECO Energy Company                                                                      ---               24,712
                                                                                       --------             --------
                                                                                        $71,764              $71,764
                                                                                       ========             ========


Elimination No. 2                                                                         Debit             Credit

Paid-In Capital - Subsidiary Companies, Consolidated                                   $288,141
   Investments in Paid-In Capital of Subsidiary
      Companies, Consolidated                                                                               $288,196
   Other Investments                                                                                             (55)
</TABLE>

For eliminating investments of PECO Energy Company and Subsidiary Companies,
consolidated, in Paid-In Capital of Subsidiary Companies as follows:
<TABLE>
<CAPTION>
                                                                     Paid-In        Investment of              Other
                                                                     Capital       Owning Company        Investments
<S>                                                              <C>               <C>                  <C>
Susquehanna Power Company                                            $22,215                  ---                ---
PECO Energy Power Company                                             48,740              $22,215                ---
Susquehanna Electric Company                                           1,050                  ---                ---
Conowingo Power Company                                                  ---                  ---                ---
PECO Energy Capital Limited Partnership                               17,809                  ---               ($28)
PECO Energy Capital Corporation                                       48,636               17,836                (27)
Adwin Investment Company                                               3,500                  ---                ---
Adwin Realty Company                                                  41,189                  ---                ---
Adwin Equipment Company                                               10,634                  ---                ---
Energy Performance Services Incorporated                              15,045                  ---                ---
Eastern Pennsylvania Development Company                              62,779               70,368                ---
Eastern Pennsylvania Exploration Company                              16,544                  ---                ---
PECO Energy Company                                                      ---              177,776                ---
                                                                    --------             --------           --------
                                                                    $288,141             $288,196               $(55)
                                                                    ========             ========           ========
</TABLE>


<PAGE>


                                                                       Exhibit A
                                                                        27 of 28

                  PECO Energy Company and Subsidiary Companies
                    Consolidating Balance Sheet Eliminations
                                December 31,1995
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
Elimination 3                                                                             Debit               Credit
<S>                                                                           <C>                     <C>
Retained Earnings - Subsidiary Companies, Consolidated                                $(51,597)
   Investments in Retained Earnings of Subsidiary Companies,                                               $(51,597)
      Consolidated
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

   Susquehanna Power Company                                                           $ 6,450                 ---
   PECO Energy Power Company                                                             7,376              %6,450
   Conowingo Power Company                                                                 ---                 ---
   Susquehanna Electric Company                                                            (42)                ---
   PECO Energy Capital Limited Partnership                                                (118)                ---
   PECO Energy Capital Corporation                                                      (1,568)                (118)
   Adwin Investment Company                                                                222                 ---
   Adwin Realty Company                                                                (15,116)                ---
   Adwin Equipment Company                                                              (5,746)                ---
   Energy Performance Services Incorporated                                             (4,627)                ---
   Eastern Pennsylvania Development Company                                            (22,002)             (25,267)
   Eastern Pennsylvania Exploration Company                                            (16,426)                ---
   PECO Energy Company                                                                      ---             (32,662)
                                                                                       --------             --------
                                                                                      $(51,597)            $(51,597)
                                                                                       ========             ========



Elimination No. 4
- -----------------
Long-Term Debt - Advances from Subsidiary Companies, Consolidated                      $30,921                  ---
Long-Term Debt - Debentures from Subsidiary Companies, Consolidated                    308,613                  ---
   Accounts Receivable - Associated Companies, Consolidated                                ---             $339,474
   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       Investments of
                                                      Advances   Debentures         Receivable       Owning Company
<S>                                                 <C>          <C>                <C>              <C>
   Susquehanna Electric Company                            $60          ---                ---                  ---
   PECO Energy Capital Limited Partnership                 ---          ---           $308,613                  ---
   PECO Energy Capital Corporation                         ---          ---             30,861                  ---
   PECO Energy Company                                  30,861     $308,613                ---                  $60
                                                       -------     --------           --------             --------
                                                       $30,921     $308,613           $339,474                  $60
                                                       =======     ========           ========             ========
</TABLE>



<PAGE>


                                                                       Exhibit A
                                                                        28 of 28

                  PECO Energy Company and Subsidiary Companies
                    Consolidating Balance Sheet Eliminations
                                December 31,1995
                             (Thousands of Dollars)

<TABLE>
<CAPTION>
Elimination No. 5                                                                        Debit               Credit
<S>                                                               <C>              <C>             <C>
Accounts Payable - Associated Companies, Consolidated                                  $25,098
Other Deferred Debits                                                                     (863)
   Accounts Receivable - Associated Companies, 
   Consolidated                                                                                             $24,235
For adjusting and eliminating intercompany Accounts 
Payable, as follows:
                                                                       Accounts       Accounts                Other
                                                                        Payable     Receivable      Deferred Debits
                                                                       --------    -----------      ---------------
Susquehanna Power Company                                               $10,913         $1,348                  ---
PECO Energy Power Company                                                 8,939          8,498                  ---
Conowingo Power Company                                                     ---            ---                  ---
Susquehanna Electric Company                                              1,597          3,008                  ---
PECO Energy Capital Corporation                                             416            ---                  ---
PECO Energy Company                                                       3,233         11,381                  ---
Other Deferred Debits                                                       ---            ---                 $863
                                                                       --------       --------             --------
                                                                       $ 25,098       $ 24,235                 $863
                                                                       ========       ========             ========
</TABLE>





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