PECO ENERGY POWER CO
U5S, 1996-04-24
ELECTRIC SERVICES
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	SECURITIES AND EXCHANGE COMMISSION


	WASHINGTON, D.C.




	FORM U5S

	ANNUAL REPORT


	For the year ended December 31, 1995




	Filed pursuant to the Public Utility Holding

	Company Act of 1935

	By

	PECO ENERGY POWER COMPANY
	

	2301  Market Street, Philadelphia, Pennsylvania 19103

<PAGE>


	- 2 -


ITEM 1.  SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 
1995
<TABLE>
<CAPTION>
		% of	Issuer	Owner's
	Number of Common	Voting	Book	Book
Name of Company	Shares Owned	Power	Value	Value

<S>	<C>	<C>	<C>	<C>
  PECO Energy Power Company
  (PEPCO) (the registrant 
     and owner) (1)

  Susquehanna Power Company
  (SPCO) (the issuer)	   1,273,000	100%	$58.31	$58.31

The Proprietors of the
  Susquehanna Canal (2*)
 

(1)	$74,226,114 investment in Susquehanna Power Company

(2)	This Company was acquired in connection with the development of the 
Conowingo Hydroelectric Project.  It is an inactive company, owning 
no properties and conducting no business activities of any nature. 
The total investment therein is reflected on the books of 
Susquehanna Power Company at $1.
</TABLE>

ITEM 2.  ACQUISITIONS OR SALES OF UTILITY ASSETS

	None

ITEM 3.  ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM 		
		SECURITIES

	None

ITEM 4.  ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

	The Company was required to make annual sinking fund payments (cash 
and/or debentures), to the trustee for the 4-1/2% Sinking Fund 
Debentures due 1995.

	Sinking fund requirements in 1995 were: $9,750,000.
 	
	On March 1, 1995, the Company's $9,750,000 of 4-1/2% Sinking Fund 
Debentures matured and were paid.

ITEM 5.  INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

	None
<PAGE>


	- 3 -

ITEM 6.  OFFICERS AND DIRECTORS

PART I.  AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
				     Name of System
				     Companies with
				     Which Connected
				---------------------------
			     PEPCO	SPCO
<S>		<C>	<C>	<C>
C. A. McNeill, Jr.	2301 Market St., Philadelphia, PA  19103	Pres. - Director	Pres. - Director
K .G. Lawrence	2301 Market St., Philadelphia, PA  19103	VP - Director	VP - Director
J. M. Madara, Jr.	2301 Market St., Philadelphia, PA  19103	VP - Director	VP - Director
J. B. Mitchell	2301 Market St., Philadelphia, PA  19103	Treasurer	Treasurer
K. K. Combs	2301 Market St., Philadelphia, PA  19103	Secretary	Secretary
E. J. Cullen, Jr.	2301 Market St., Philadelphia, PA  19103	Assist. Sec.	Assist. Sec.
D. M. Kelly	2301 Market St., Philadelphia, PA  19103	Assist. Treas.	Assist. Treas.
G. S. Shicora	2301 Market St., Philadelphia, PA  19103	Assist. Treas.	Assist. Treas. 
J. W. Durham	2301 Market St., Philadelphia, PA  19103	Director	Director
J. F. Paquette, Jr.	2301 Market St., Philadelphia, PA  19103	Director	Director

</TABLE>

PART II.
<TABLE>
<CAPTION>

			Position Held	Applicable
	Name of Officer	Name and Location of 	in Financial	Exemption
 	  or Director	Financial Institution	Institution	  Rule	
	---------------	---------------------	-------------	----------
<S>	<C>	<C>	<C>
	J. F. Paquette, Jr.	Meridian Bancorp, Inc.	  Director	70(e),(f)
		  Philadelphia, PA

		Meridian Bank	  Director	70(e),(f)
		   Philadelphia, PA

</TABLE>
<PAGE>


	- 4 -

PART III.

	(a)  COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS OF SYSTEM 		
		COMPANIES

		None

	(b)  STOCK OPTIONS OR OTHER RIGHTS TO ACQUIRE SECURITIES

		None

	(c)  CONTRACTS AND TRANSACTIONS

		None

	(d)  INDEBTEDNESS

		None

	(e)  BONUS AND PROFIT SHARING ARRANGEMENTS

		None

	(f)  INDEMNIFICATION

		None


ITEM 7.  CONTRIBUTIONS AND PUBLIC RELATIONS

		None


ITEM 8.  SERVICE, SALES, AND CONSTRUCTION CONTRACTS

		Part I:	None
		Part II:	None
		Part III:	None


ITEM 9.  WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

		Part I:	None
		Part II:	None
		Part III:	None
<PAGE>


	- 5 -

ITEM 10.  FINANCIAL STATEMENTS AND EXHIBITS
	(a)	Index to Financial Statements and Schedules:
		PAGE
		----
		 6	Report of Independent Accountants
		 7	Consolidating Statement of Income for the year ended December 
31, 1995
    8 - 9	Consolidating Balance Sheet as of December 31, 1995
		10	Consolidating Statement of Cash Flows for the year ended 
December 31, 1995
	  	11	Consolidating Statement of Changes in Shareholder's Equity 
for the year ended December 31, 1995
	  12-16	Notes to Consolidating Financial Statements
	 Ex. 27	Financial Data Schedule as of December 31, 1995

	(b)   Index to Exhibits
	Exhibit A 
			None

	Exhibit B
		1.	PECO Energy Power Company's Certificate of Organization and 
Charter, By-laws amended as of December 23, 1993, and 
amendment to Articles of Incorporation filed February 8, 
1994, are incorporated herein by reference (1991 Form U5S and 
1993 Form 10-K, File No.1-1392).

		2.	Susquehanna Power Company's Certificate of Organization is 
incorporated herein by reference (1991 Form U5S, File No. 1-
1392); By-laws amended December 23, 1993, and Charter 
amendment filed February 8, 1994 are incorporated herein by 
reference (1993 Form U5S, File No. 1-1392).

	Exhibit C
			None

	Exhibit D
			None
	
	Exhibit E
			None

	Exhibit F
			None

	Exhibit G
			See Item 10(a), Index to Financial Statements and Schedules.

	Exhibit H
			None

	Exhibit I
			None


	- 6 -

COOPERS			Coopers & Lybrand L.L.P.
& LYBRAND			a professional services firm


	REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
PECO Energy Power Company
Philadelphia, Pennsylvania

We have audited the consolidating and individual financial statements 
and the financial statement schedule of PECO Energy Power Company 
(subsidiary of PECO Energy Company) and subsidiary company listed in 
Item 10 of this Form U5S.  These financial statements and the financial 
statement schedule are the responsibility of the Company's management.  
Our responsibility is to express an opinion on these financial 
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe 
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the consolidating and individual 
financial positions of PECO Energy Power Company and subsidiary company 
as of December 31, 1995, and the consolidated and individual results of 
their operations and their cash flows for the year ended December 31, 
1995, in conformity with generally accepted accounting principles.


COOPERS & LYBRAND, L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 2, 1996
<PAGE>


<TABLE>
<CAPTION>
	 - 7 - 

	PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY		
	CONSOLIDATING STATEMENT OF INCOME		
	For the Year Ended December 31, 1995		


	PECO	
	Energy	Susquehanna
	Power	Power
	Company	Company	Eliminations	Consolidated
	--------	-----------	------------	----------
<S>	<C>	<C>	<C>	<C>
Rentals from Utility Plant Leased to Others		
   Affiliates	$657,609 	$14,192,287 	 --- 	$14,849,896 
   Others	255,897 	 --- 	 ---	255,897 	
	----------	------------	------------	------------
     Total Rentals from Utility Plant 
        Leased to Others	913,506 	14,192,287 	 --- 	15,105,793 	
	----------	------------	------------	------------


Expenses of Utility Plant Leased to Others		
   General	50,000 	54,349 	   --- 	104,349 	
   Depreciation and Amortization	45,294 	1,593,732 	   --- 	1,639,026 	
   Income Taxes	217,581 	3,508,478 	   --- 	3,726,059 	
   Other Taxes	128,610 	2,382,966 	   --- 	2,511,576 	
	----------	------------	------------	------------
     Total Expenses of Utility Plant Leased to Others	441,485 	7,539,525 	   --- 	7,981,010 	
	----------	------------	------------	------------


Income from Leased Utility Plant	472,021 	6,652,762 	   --- 	7,124,783 	
	----------	------------	------------	------------


Other Income and Deductions		
   Allowance for Other Funds Used		
      During Construction	         ---  	53,808 	   --- 	53,808 	
   Income Taxes	(3,028)	(65,339)	   --- 	(68,367)	
   Other, Net	7,186 	81,940	   --- 	89,126	
   Equity in Net Income of Subsidiary	6,769,629 	         --- 	(6,769,629)	        --- 	
	----------	------------	------------	------------
      Total Other Income and Deductions	6,773,787 	70,409 	(6,769,629)	74,567 	
	----------	------------	------------	------------


Income Before Interest Charges	7,245,808 	6,723,171 	(6,769,629)	7,199,350 	
	----------	------------	------------	------------


Net Interest Charges		
   Interest on Debt	4,727 	     --- 	   --- 	4,727 	
   Allowance for Borrowed Funds Used		
      During Construction	         --- 	(47,695)	   --- 	(47,695)	
   Other	7,668 	1,237 	   --- 	8,905 	
	----------	------------	------------	------------
      Net Interest Charges	12,395 	(46,458)	   --- 	(34,063)	
	----------	------------	------------	------------


Net Income	$7,233,413 	$6,769,629 	($6,769,629)	$7,233,413 	
	==========	============	============	============

	See Notes to Consolidating Financial Statements
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
	- 8 -		

	PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY		
	CONSOLIDATING BALANCE SHEET		
	DECEMBER 31, 1995		
	(ASSETS)

	PECO
	Energy	Susquehanna
	Power	Power
	Company	Company	Eliminations	Consolidated
	--------	------------	------------	----------
ASSETS
<S>                                                    	<C>             <C>              <C>                 
 <C>
Utility Plant - at original cost	$6,103,452 	$121,348,962 	---	$127,452,414 
   Less Accumulated Provision for Depreciation		
     and Amortization	598,775 	37,932,463 	 ---	38,531,238 
	-------------	--------------	--------------	-------------
	5,504,677 	83,416,499 	 ---	88,921,176
	-------------	--------------	--------------	-------------
Construction Work in Progress	     ---	3,447,933 	---	3,447,933 
	-------------	--------------	--------------	-------------
	5,504,677 	86,864,432 	---	92,369,109 
	-------------	--------------	--------------	-------------
Investments
   Investment in Subsidiary Company	74,226,114 	     ---	($74,226,114)	---	
   Nonutility Property, Net	384,727 	1,000,132 	 ---	1,384,859 
	-------------	--------------	--------------	-------------
	74,610,841 	1,000,132 	(74,226,114)	1,384,859 
	-------------	--------------	--------------	-------------
Current Assets
   Cash and Temporary Cash Investments	68,143 	773,443 	 ---	841,586 
   Accounts Receivable, Affiliates	8,497,856 	1,348,421 	 (8,401,800)	1,444,477 
   Accounts Receivable, Other	67,749 	(4,180)	 ---	63,569 
   Prepayments	30,168 	2,622,348 	 ---	2,652,516 
	-------------	--------------	--------------	-------------
	8,663,916 	4,740,032 	 (8,401,800)	5,002,148 
	-------------	--------------	--------------	-------------
Deferred Debits
   Recoverable Deferred Income Taxes	100,465 	15,917,068 	---	16,017,533	 
   Deferred Debits	(200)	28,328 	 ---	28,128	
	-------------	--------------	--------------	-------------
	100,265 	15,945,396 	 ---	16,045,661 
	-------------	--------------	--------------	-------------
Total Assets	$88,879,699 	$108,549,992 	($82,627,914)	$114,801,777 
	=============	==============	==============	=============
	
	See Notes to Consolidating Financial Statements.
</TABLE>
<PAGE>


<TABLE>
<CAPTION>

	- 9 -
		
	PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY		
	CONSOLIDATING BALANCE SHEET		
	DECEMBER 31, 1995		
	(CAPITALIZATION & LIABILITIES)

	PECO
	Energy	Susquehanna
	Power	Power
	Company	Company	Eliminations	Consolidated
	--------	------------	------------	------------
CAPITALIZATION & LIABILITIES		
<S>                                                   <C>             <C>             <C>                  
<C>
Capitalization		
Common Shareholder's Equity		
   Common Stock ($25 par)		
     Authorized 1,500,000 Shares,	$24,600,000 	 ---  	 ---	$24,600,000 
     Outstanding 984,000 Shares		
   Common Stock (without par value)	     ---	$47,047,450 	($47,047,450)	 ---
     Authorized 1,500,000 Shares,		
     Outstanding 1,273,000 Shares		
   Other Paid-In Capital	48,740,078 	22,215,078 	(22,215,078)	48,740,078 
   Retained Earnings	5,798,855 	4,963,586 	(4,963,586)	5,798,855 
	-------------	--------------	--------------	--------------
	79,138,933 	74,226,114 	(74,226,114)	79,138,933 
	-------------	--------------	--------------	--------------
Current Liabilities
   Notes Payable	--- 	--- 	 ---	--- 
   Long-Term Debt due Within One Year	--- 	  --- 	 ---	--- 
   Accounts Payable, Affiliates	9,028,258 	12,402,032 	 (8,401,800)	13,028,490 
   Accounts Payable, Other	15,240 	(43,817)	 ---	(28,577)
   Taxes Accrued	347,383 	1,290,287 	 ---	1,637,670 
   Interest Accrued	(5,231)	(5,303)	 ---	(10,534)
	-------------	--------------	--------------	--------------
	9,385,650 	13,643,199 	 (8,401,800)	14,627,049 
	-------------	--------------	--------------	--------------
Deferred Credits
   Unamortized Gain on Reacquired Debt	---	      ---	 ---	--- 
   Unamortized Investment Tax Credits	     ---	949,633 	 ---	949,633 
   Deferred Income Taxes	355,116 	19,731,046 	 ---	20,086,162 
	-------------	--------------	--------------	--------------
	355,116 	20,680,679 	 ---	21,035,795 
	-------------	--------------	--------------	--------------
Total Capitalization & Liabilities	$88,879,699 	$108,549,992 	($82,627,914)	$114,801,777 
	=============	==============	==============	=============
	
	See Notes to Consolidating Financial Statements.		

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
	 - 10 - 		

	PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY		
	CONSOLIDATING STATEMENT OF CASH FLOWS		
	For the Year Ended December 31, 1995		


						
	PECO
	Energy	Susquehanna
	Power	Power
	Company	Company	Eliminations	Consolidated	
	
	--------	-----------	------------	------------

<S>	<C>	<C>	<C>	<C>
Cash Flows from Operating Activities		
Net Income	$7,233,413 	$6,769,629 	($6,769,629)	$7,233,413 	
Adjustments to Reconcile Net Income to Net Cash		
   Provided by Operating Activities:		
      Depreciation and Amortization	45,294 	1,593,732 	   ---	1,639,026 	
      Deferred Income Taxes	201,370 	4,367,819 	   ---	4,569,189 	
      Investment Tax Credits, Net	        --- 	(13,730)	   ---	(13,730)	
      (Increase)/Decrease in Receivables	(8,850,500)	829,317 	   ---	(8,021,183)	
      Increase in Payables and 
         Accrued Expenses	8,488,570 	10,821,124 	   ---	19,309,694 	
      Recoverable Deferred Income Taxes	18,775 	(6,383,597)	   ---	(6,364,822)	
      Other, Net	(69,116)	(1,235,314)	   ---	(1,304,430)	
	----------	------------	------------	------------
Net Cash Flows Provided by Operating Activities	7,067,806 	16,748,980 	(6,769,629)	17,047,157 	
	----------	------------	------------	------------

Cash Flows from Investing Activities		
   Investment in Utility Plant	        ---	(5,994,739)	   ---	(5,994,739)	
   Nonutility Plant	        ---	8,359 	   ---	8,359 	
   Net Investment in Subsidiary Company	1,617,093 	   --- 	(1,617,093)	-- - 	
	----------	------------	------------	------------
Net Cash Flows Used by Investing Activities	1,617,093 	(5,986,380)	(1,617,093)	(5,986,380)	
	----------	------------	------------	------------

Cash Flows from Financing Activities		
   Capital Contribution from Parent Company	12,240,078 	15,078 	(15,078)	12,240,078 	
   Repayment of Long-Term Debt	(9,750,000)	      --- 	   ---	(9,750,000)	
   Change in Short-Term Debt	(2,350,000)	(1,649,344)	   ---	(3,999,344)	
   Other, Net	4,366 	      ---	   ---	4,366 	
   Dividends on Common Stock	(8,905,201)	(8,401,800)	8,401,800	(8,905,201)	
	----------	------------	------------	------------
Net Cash Flows Used by Financing Activities	(8,760,757)	(10,036,066)	8,386,722 	(10,410,101)	
	----------	------------	------------	------------
Decrease in Cash and Cash Equivalents	(75,858)	726,534 	   ---	650,676 	
	----------	------------	------------	------------
Cash & Cash Equivalents at beginning of period	144,001 	46,909 	   ---	190,910 	
	----------	------------	------------	------------
Cash & Cash Equivalents at end of period	$68,143 	$773,443 	   ---	$841,586 	
	==========	============	============	============
	

	See Notes to Consolidating Financial Statements.		

</TABLE>
<PAGE>


<TABLE>
<CAPTION>
	- 11 - 		

	PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY		
	CONSOLIDATING STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY		
	For the Year Ended December 31, 1995


				Capital
				Contributions
				From
	Balance		Net	Parent	Balance
	1/1/95	Dividends	Income	Company	12/31/95
	----------	----------	----------	--------------	--------
<S>	<C>	<C>	<C>	<C>	<C>
PECO Energy Power Company		
     Common Stock	$24,600,000 	     ---  	     ---	     ---	$24,600,000 
     Other Paid-In Capital	36,500,000 	     ---  	     ---	12,240,078 	48,740,078 	
     Retained Earnings	7,470,643 	(8,905,201)* 	7,233,413 	     ---	5,798,855 	

Susquehanna Power Company		
     Common Stock	47,047,450 	     ---  	     ---	     ---	47,047,450 	
     Other Paid-In Capital	22,200,000 	     ---  	     ---	15,078	22,215,078 	
     Retained Earnings	6,595,757 	(8,401,800)**	6,769,629 	     ---	4,963,586 	

Eliminations		
     Common Stock	(47,047,450)	     ---  	     ---	     ---	(47,047,450)	
     Other Paid-In Capital	(22,200,000)	     ---  	     ---	(15,078)	(22,215,078)	
     Retained Earnings	(6,595,757)	8,401,800   	(6,769,629)	     ---	(4,963,586)	

Consolidated		
     Common Stock	24,600,000 	     ---  	     ---	     ---	24,600,000 	
     Other Paid-In Capital	36,500,000 	     ---  	     ---	12,240,078 	48,740,078 	
     Retained Earnings	7,470,643 	(8,905,201) 	7,233,413 	     ---	5,798,855 	



 *   $9.05 per share		
 **  $6.60 per share		



</TABLE>
<PAGE>



	- 12 -
	
	NOTES TO CONSOLIDATING FINANCIAL STATEMENTS

1.	Significant Accounting Policies:

	CONSOLIDATION
	The consolidating financial statements include the accounts of 
PECO Energy Power Company (Company) and its subsidiary, 
Susquehanna Power Company (SPCO).   The Company and SPCO 
(Companies) are owned by PECO Energy Company (Parent Company), 
which together with another subsidiary leases and operates the 
utility plant of the Company and SPCO.

	The Companies are joint holders of a license from the Federal 
Energy Regulatory Commission (FERC) for Project No. 405 
(Conowingo Project).

	DEPRECIATION AND AMORTIZATION
	The annual provision for depreciation is provided over the 
estimated service lives of plant on the straight-line method.  
The annual provision for financial reporting purposes in 1995, 
expressed as a percent of average depreciable plant in service, 
was 1.07% for the property of the Company and 1.42% for the 
property of SPCO.

	Costs for relicensing the Conowingo Hydroelectric Project are 
being amortized over 30 years on the straight-line method.

	INCOME TAXES
	The Companies join with the Parent Company and its other 
subsidiaries in filing a consolidated federal income tax return. 
The provision for federal income taxes is computed on a separate 
return basis after giving consideration to consolidated return 
savings.
		
	ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFUDC)
	AFUDC is the cost, during the period of construction, of debt and 
equity funds used to finance construction projects.  AFUDC is 
recorded as a charge to Construction Work in Progress and the 
credits are to Interest Charges for the cost of borrowed funds 
and to Other Income and Deductions for the remainder as the 
allowance for other funds.  The rate used for capitalizing AFUDC, 
which averaged 9.88% in 1995, was computed under a method 
prescribed by the regulatory authorities on the basis of the 
Parent Company's book balances and cost rates, and is utilized by 
all of the subsidiaries of the Parent Company, including the 
Companies.  AFUDC is not included in regular taxable income and 
the depreciation of capitalized AFUDC is not tax deductible.

	GAINS AND LOSSES ON REACQUIRED DEBT
	Gains and losses on reacquired debt are deferred and amortized to 
interest expense over the period approved for ratemaking 
purposes.
<PAGE>


	- 13 -


2.	Sinking Fund Requirements:

	The Company retired the $9,750,000 of 4-1/2% Sinking Fund Debentures on 
March 1, 1995.



3.	Income Taxes:
<TABLE>
<CAPTION>
	PECO Energy	Susquehanna
	   Power	    Power
	  Company	  Company	Consolidated
	-----------	-----------	-----------
<S>	<C>	<C>	<C>		
		Current	$ (2,563)	$5,563,220  	$5,560,657  
		Deferred	220,144  	(2,038,470) 	(1,818,326)	
			Amortization of Investment 
		  Tax Credits	      --     	     (16,272)	     (16,272)
						---------	-----------	-----------
 			Total	217,581  	3,508,478  	3,726,059 

		Included in other income-
		  current and deferred	       3,028  	      65,339  	     68,367 
						---------	-----------	-----------
		Total income tax provision	$ 220,609  	$3,573,817  	$3,794,426 
						=========	===========	===========
</TABLE>

		In accordance with Statement of Financial Accounting Standards (SFAS) No. 
109, "Accounting for Income Taxes," the Companies have recorded an 
accumulated net deferred income tax liability and pursuant to SFAS No. 
71, "Accounting for the Effects of Certain Types of Regulation," a 
corresponding recoverable deferred income tax asset of $16.0 million at 
December 31, 1995.

		The $16.0 million accumulated net deferred income tax liability reflects 
the tax effect of anticipated revenues and reverses as the related 
temporary differences reverse over the life of the related depreciable 
assets concurrent with the recovery of their costs in rates.  	Also 
included in the accumulated deferred income tax liability are other 
accumulated deferred income taxes, principally associated with 
liberalized tax depreciation, established in accordance with the 
ratemaking policies of the Pennsylvania Public Utility Commission (PUC) 
based on flow-through accounting.
<PAGE>


	- 14 -

The tax effect of temporary differences which give rise to the Companies' net 
deferred tax liability as of December 31, 1995 are as follows:

<TABLE>
<CAPTION>
Nature of Temporary Difference:	         Liability or (Asset)
						-------------------------------------
						PECO Energy	 Susquehanna
					    	Power	    Power
						Company	   Company	Consolidated
						-----------	------------	------------
<S>					<C>	<C>	<C>
Utility Plant
	Accelerated Depreciation	$ 261,527  	$ 4,048,598	$ 4,310,125  
	Deferred Investment Tax Credit	-    	949,633	949,633  
	Other Plant Related Temporary 
		Differences	51,393  	8,997,279	9,048,672  
	Taxes Recoverable Through 
		Future Rates, Net	42,196  	6,685,169	6,727,365  
						----------	-----------	------------
	Deferred Income Taxes per 
		the Balance Sheet	$ 355,116  	$20,680,679	$21,035,795  
						==========	===========	============
</TABLE>

	The net deferred tax liability shown above is comprised of $21.2 million of 
deferred tax liabilities partly offset by $247,498 of deferred tax assets.

	The total provision for income taxes was less than the amount computed by 
applying the federal statutory rate of 35% to income before income taxes 
for the following reasons:
<TABLE>
<CAPTION>
						Percent of Income Before Income Taxes
						-------------------------------------
						PECO Energy	Susquehanna
	    				   Power	   Power
						  Company	  Company	Consolidated
						------------	-----------	------------
<S>					<C>	<C>	<C>

	Federal statutory rate	35%  	35%  	35%  
	Reimbursement of income taxes 
		included in rentals from 
		utility plant leased to
		affiliates	(8)  	(8)  	(8)  
	State income tax, net of federal 
		income tax benefits	4   	4   	4   
	Flow through of gain on 
		reacquired debt	(3)  	-   	-   
	Other			      1   	  (1)  	   (1)  
						----  	---  	---  
	Effective rate	   29%  	  30%  	  30%  
						====  	===  	===  
</TABLE>
<PAGE>


	- 15 -

4.	Taxes, Other Than Income Taxes:
<TABLE>
<CAPTION>
														PECO Energy		Susquehanna
														Power Company	Power Company	Consolidated
														-------------	-------------	------------
<S>													<C>					<C>					<C>
		Capital Stock	$108,000	$634,800	$742,800
		Real Estate	20,467	1,713,996	1,734,463
		Gross Receipts	-   	8,886	8,886	
		Superfund	143 	14,514	14,657	
		Other	-   	10,770	10,770		
			--------	----------	----------
			$128,610	$2,382,966	$2,511,576
			========	==========	==========
</TABLE>
5.	Notes Payable, Banks:

		There are no specific requirements for compensating balances in 
conjunction with the bank loans.  The Parent Company maintains normal 
working balances with all lending banks.  During 1995, the Parent Company 
discontinued its compensating balance agreements for these credit lines. 
At December 31, 1995, the Companies had no outstanding loans under formal 
and informal lines of credit aggregating approximately $9.5 million.

6.	Utility Plant - Leased to Related Parties:

		Utility plant consists principally of a hydroelectric generating station 
and related transmission facilities and is leased to and operated by 
affiliated companies.  Rentals are based on an annual return on net 
original cost of utility plant plus working capital together with a 
reimbursement of operating expenses, taxes and depreciation as reflected 
in the Consolidating Statement of Income.  The license granted by the 
Federal Energy Regulatory Commission for the Conowingo Project expires in 
2014.  Minimum rental payments due in future years through 2014 
aggregated $151.3 million at December 31, 1995, with approximately $8.7 
million of rentals, net of expenses, due in each of the next five years.

7.	Cash and Cash Equivalents:

		For purposes of the Consolidating Statement of Cash Flows, the Companies 
consider all highly liquid debt instruments purchased with a maturity of 
three months or less to be cash equivalents.  The following disclosures 
supplement the accompanying Consolidating Statement of Cash Flows:
<TABLE>
<CAPTION>
				 
	 PECO Energy	 Susquehanna
	Power Company	Power Company	Consolidated
	-------------	-------------	------------
<S>																<C>					<C>					<C>
		Cash Paid During the Year:		
		Interest (net of amount 
		    capitalized)	$ 237,659  	$  (38,192)	$  199,467
		Income taxes (net of refunds)	 $(111,407)	$7,676,677  	 $7,565,270
</TABLE>





<PAGE>
- - 16 -

8. Adjustment for Billing Effect of Deferred Income Taxes

		The Companies have discovered that they did not deduct accumulated 
deferred income taxes from their rate bases when calculating the fixed 
rental amounts billed to PECO Energy.  As a result, PECO Energy was 
overbilled by PECO Energy Power Company by $89,277 and by Susquehanna 
Power Company by $1,487,424 for a total overbilling of $1,576,701.  
These amounts reduced revenues from affiliates for utility plant leased 
to others on the Companies income statement for the year ended December 
31, 1995, and increased accounts payable to affiliates on the Companies 
balance sheet as of December 31, 1995.

















































<PAGE>











	SIGNATURE









		The undersigned system company has duly caused this annual report 
to be signed on its behalf by the undersigned thereunto duly authorized 
pursuant to the requirements of the Public Utility Holding Company Act 
of 1935.  The signature of the undersigned company shall be deemed to 
relate only to matters having reference to such company or its 
subsidiary.











	PECO ENERGY POWER COMPANY




Date:		By:
     ----------------------------            ---------------------------
			J.Barry Mitchell, Treasurer















<PAGE>

 



 

 



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<LEGEND> O
<CIK> 0000078103
<NAME> PECO ENERGY POWER COMPANY
<SUBSIDIARY>
   <NUMBER> 1
   <NAME> SUSQUEHANNA POWER COMPANY
<CURRENCY> DOLLAR
<FISCAL-YEAR-END> 12/95
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                        92369
<OTHER-PROPERTY-AND-INVEST>                       1385
<TOTAL-CURRENT-ASSETS>                            5002
<TOTAL-DEFERRED-CHARGES>                         16046
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                  114802
<COMMON>                                         24600
<CAPITAL-SURPLUS-PAID-IN>                        48740
<RETAINED-EARNINGS>                               5799
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   79139
                                0
                                          0
<LONG-TERM-DEBT-NET>                                 0
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   35663
<TOT-CAPITALIZATION-AND-LIAB>                   114802
<GROSS-OPERATING-REVENUE>                        15106
<INCOME-TAX-EXPENSE>                              3726
<OTHER-OPERATING-EXPENSES>                        4255
<TOTAL-OPERATING-EXPENSES>                        7981
<OPERATING-INCOME-LOSS>                           7125
<OTHER-INCOME-NET>                                  75
<INCOME-BEFORE-INTEREST-EXPEN>                    7199
<TOTAL-INTEREST-EXPENSE>                          (34)
<NET-INCOME>                                      7233
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                     7233
<COMMON-STOCK-DIVIDENDS>                          8905
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                           17042
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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