PECO ENERGY POWER CO
U5S, 2000-05-03
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION


                                 WASHINGTON, DC




                                    FORM U5S

                                  ANNUAL REPORT


                      For the year ended December 31, 1999




                  Filed pursuant to the Public Utility Holding

                               Company Act of 1935

                                       By

                            PECO ENERGY POWER COMPANY


              2301 Market Street, Philadelphia, Pennsylvania 19101



<PAGE>
                                      -2-


ITEM 1.  SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999

<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%            $77.48        $77.48

    The Proprietors of the
     Susquehanna Canal* (2)
<FN>

   *  Inactive Company

(1)    Investment in Susquehanna Power Company of $98.6 million.

(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.
</FN>
</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

       None.

ITEM 5.  INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

       None.

<PAGE>
                                      - 3 -

ITEM 6.  OFFICERS AND DIRECTORS

PART I.  As of December 31, 1999,
<TABLE>
<CAPTION>
                                                                                    Name of System
                                                                                    Companies with
                                                                                    Which Connected
                                                                               --------------------------

                                                                               PEPCO               SPCO
<S>                     <C>                                             <C>                    <C>
G. R. Rainey            2301 Market St., Philadelphia, PA  19101         Pres. - Director      Pres. - Director
M. J. Egan              2301 Market St., Philadelphia, PA  19101         Director              Director
J. A. Muntz             2301 Market St., Philadelphia, PA  19101         Director              Director
W.    Jefferson, Jr.    2301 Market St., Philadelphia, PA  19101         Vice President        Vice President
G. R. Shicora           2301 Market St., Philadelphia, PA  19101         Treasurer             Treasurer
K. K. Combs             2301 Market St., Philadelphia, PA  19101         Secretary             Secretary
E. J. Cullen, Jr.       2301 Market St., Philadelphia, PA  19101         General Counsel       General Counsel
T. R. Miller            2301 Market St., Philadelphia, PA  19101         Assist. Treas.        Assist. Treas.
</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>
    None.
</TABLE>

<PAGE>
                                      - 4 -

PART III.

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

          None.

     (b)  INTEREST IN SECURITIES OF SYSTEM COMPANIES

          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,
               1999.

      8 - 9    Consolidating Balance Sheet as of December 31, 1999.

         10    Consolidating  Statement of Cash Flows for the year ended
               December 31, 1999.

          11   Consolidating Statement of Changes in Shareholder's Equity for
               the year ended December 31, 1999.

       12-14   Notes to Consolidating Financial Statements.

      Ex. 27   Financial Data Schedule as of December 31, 1999.

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

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

    Exhibit H
                None.

    Exhibit I
                None.

<PAGE>
                                      - 6 -

                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
PECO Energy Power Company:

In our opinion, the consolidated  financial statements listed in Item 10 of this
Form U5S present fairly,  in all material  respects,  the financial  position of
PECO Energy Power Company  (subsidiary  of PECO Energy  Company) and  subsidiary
company at December 31, 1999 and the results of their  operations and their cash
flows  for the  year  then  ended,  in  conformity  with  accounting  principles
generally  accepted in the United  States.  These  financial  statements are the
responsibility of the Company's management;  our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these statements in accordance with auditing standards  generally accepted in
the United  States  which  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,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for the opinion expressed above.

Our  audit  was  conducted  for  the  purpose  of  forming  an  opinion  on  the
consolidated   financial   statements  taken  as  a  whole.  The   supplementary
consolidating  information  is  presented  for purposes of  additional  analysis
rather than to present the financial position,  results of operations,  and cash
flows  of  the  individual  companies,  and  is  not  a  required  part  of  the
consolidated financial statements. The supplementary consolidating financial has
been  subjected  to  the  auditing  procedures  applied  in  the  audit  of  the
consolidated  financial statements and, in our opinion, is fairly stated, in all
material respects, in relation to the consolidated financial statements taken as
a whole.



PricewaterhouseCoopers LLP


February 29, 2000


<PAGE>

                                      - 7 -

                 PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY
                        CONSOLIDATING STATEMENT OF INCOME
                      For the Year Ended December 31, 1999


<TABLE>
<CAPTION>
                                                 PECO
                                                 Energy          Susquehanna
                                                 Power           Power
                                                 Company         Company        Eliminations     Consolidated
                                                 --------        -----------    ------------     ------------
<S>                                              <C>             <C>              <C>            <C>
Rentals from Utility Plant Leased to Others:
   Affiliates                                       $633,981     $19,347,676             ---      $20,267,223
   Others                                            287,166             ---             ---            1,600
                                                 -----------     -----------     -----------      -----------
     Total Rentals from Utility Plant
        Leased to Others                             921,147      19,347,676             ---       20,268,823
                                                 -----------     -----------     -----------      -----------


Expenses of Utility Plant Leased to Others:
     Operations & Maintenance                            ---             779             ---              779
     Depreciation and Amortization                    45,294       2,034,356             ---        2,079,650
     Taxes Other Than Income                          81,976       1,770,616             ---        1,852,592
                                                 -----------     -----------     -----------      -----------
     Total Expenses of Utility Plant
       Leased to Others                              127,270       3,805,751             ---        3,933,021
                                                 -----------     -----------     -----------      -----------


Income from Leased Utility Plant                     793,877      15,541,925             ---       16,335,802
                                                 -----------     -----------     -----------      -----------

Other Income and Deductions:
   Capitalized Interest                                  ---          46,033             ---           46,033
   Other, Net                                            ---          18,091             ---           18,091
   Equity in Net Income of Subsidiary              9,398,624             ---      (9,398,624)             ---
                                                 -----------     -----------     -----------      -----------

      Total Other Income and Deductions            9,398,624          64,124      (9,398,624)          64,124
                                                 -----------     -----------     -----------      -----------

Income Before Taxes                               10,192,501      15,606,049      (9,398,624)      16,399,926

Income Taxes                                         316,057       6,207,425             ---        6,523,482
                                                 -----------     -----------     -----------      -----------


Net Income                                        $9,876,444      $9,398,624     ($9,398,624)      $9,876,444
                                                 ===========     ===========     ===========      ===========
</TABLE>

                 See Notes to Consolidating Financial Statements


<PAGE>
                                      - 8 -

                 PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY
                           CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 1999
                                    (ASSETS)

<TABLE>
<CAPTION>
                                            PECO
                                            Energy             Susquehanna
                                            Power              Power
                                            Company            Company             Eliminations          Consolidated
                                            --------           -----------         ------------          ------------
<S>                                          <C>               <C>                 <C>                   <C>
ASSETS
Utility Plant                                $6,103,452        $156,324,024                  ---         $162,427,476
   Less Accumulated Provision for
      Depreciation and Amortization             779,945          38,055,741                  ---           38,835,686
                                          -------------       -------------        -------------        -------------
                                              5,323,507         118,268,283                  ---          123,591,790
                                          -------------       -------------        -------------        -------------
Construction Work in Progress                       ---              54,187                  ---               54,187
                                          -------------       -------------        -------------        -------------
                                              5,323,507         118,322,470                  ---          123,645,977
                                          -------------       -------------        -------------        -------------
Investments
   Investment in Subsidiary Company          98,631,800                 ---         ($98,631,800)                 ---
   Nonutility Property, Net                     384,727           1,096,280                  ---            1,481,007
                                          -------------       -------------        -------------        -------------
                                             99,016,527           1,096,280          (98,631,800)           1,481,007
                                          -------------       -------------        -------------        -------------
Current Assets
   Cash and Cash Equivalents                  3,618,467           9,342,397                  ---           12,960,864
   Accounts Receivable, Affiliates            3,877,357           2,052,139           (3,819,000)           2,110,496
   Accounts Receivable, Other                    95,847                 ---                  ---               95,847
   Prepayments                                      ---           1,233,552                  ---            1,233,552
                                          -------------       -------------        -------------        -------------
                                              7,591,671          12,628,088           (3,819,000)          16,400,759
                                          -------------       -------------        -------------        -------------
Deferred Debits
   Miscellaneous Deferred Debits                    ---              87,032                  ---               87,032
                                          -------------       -------------        -------------        -------------
                                                    ---              87,032                  ---               87,032
                                          -------------       -------------        -------------        -------------
Total Assets                               $111,931,705        $132,133,870        ($102,450,800)        $141,614,775
                                          =============       =============        =============        =============
</TABLE>

                See Notes to Consolidating Financial Statements.
<PAGE>
                                      - 9 -

                 PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY
                           CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 1999
                         (CAPITALIZATION & LIABILITIES)

<TABLE>
<CAPTION>
                                            PECO
                                            Energy            Susquehanna
                                            Power             Power
                                            Company           Company               Eliminations         Consolidated
                                            --------          ------------          ------------         ------------
<S>                                         <C>                  <C>                 <C>                  <C>
CAPITALIZATION & LIABILITIES
Capitalization
Common Shareholder's Equity
   Common Stock ($25 par)
     Authorized 1,500,000 Shares,
     Outstanding 984,000 Shares             $24,600,000                 ---                  ---          $24,600,000
   Common Stock (without par value)
     Authorized 1,500,000 Shares,
     Outstanding 1,273,000 Shares                   ---         $47,047,450         ($47,047,450)                 ---
   Other Paid-In Capital                     74,740,078          47,715,078          (47,715,078)          74,740,078
   Retained Earnings                          6,687,580           3,869,272           (3,869,272)           6,687,580
                                          -------------       -------------        -------------        -------------
                                            106,027,658          98,631,800          (98,631,800)         106,027,658
                                          -------------       -------------        -------------        -------------
Current Liabilities
   Accounts Payable, Affiliates               5,137,278          11,213,636           (3,819,000)          12,531,914
   Accounts Payable, Other                        5,973           1,366,766                  ---            1,372,739
   Taxes Accrued                                370,055           3,811,697                  ---            4,181,752
   Other                                          9,267                 ---                  ---                9,267
                                          -------------       -------------        -------------        -------------
                                              5,522,573          16,392,099           (3,819,000)          18,095,672
                                          -------------       -------------        -------------        -------------
Deferred Credits
   Unamortized Tax Credit                           ---             884,545                  ---              884,545
   Deferred Income Taxes                        381,474          16,225,426                  ---           16,606,900
                                          -------------       -------------        -------------        -------------
                                                381,474          17,109,971                  ---           17,491,445
                                          -------------       -------------        -------------        -------------
Total Capitalization & Liabilities         $111,931,705        $132,133,870        ($102,450,800)        $141,614,775
                                          =============       =============        =============        =============
</TABLE>

                See Notes to Consolidating Financial Statements.
<PAGE>
                                     - 10 -

                 PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY
                      CONSOLIDATING STATEMENT OF CASH FLOWS
                      For the Year Ended December 31, 1999


<TABLE>
<CAPTION>
                                                         PECO
                                                         Energy           Susquehanna
                                                         Power            Power
                                                         Company          Company            Eliminations         Consolidated
                                                         --------         -----------        ------------         ------------
<S>                                                    <C>                 <C>                <C>                  <C>
Cash Flows from Operating Activities
Net Income                                             $9,876,444          $9,398,624         ($9,398,624)         $9,876,444

Income Before Extraordinary Item
Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities:
      Depreciation and Amortization                        45,294           2,034,356                 ---           2,079,650
      Deferred Income Taxes                                31,081             768,371                 ---             799,452
      Investment Tax Credits, Net                             ---             (16,272)                ---             (16,272)
      Increase (Decrease)in Receivables                  (830,434)            301,682                 ---            (528,752)
      Increase in Payables and
         Accrued Expenses                               3,778,193           4,572,886                 ---           8,351,079
      Other, Net                                           95,095          (1,093,123)                ---            (998,028)
                                                     ------------        ------------        ------------        ------------
Net Cash Flows Provided by Operating
   Activities                                          12,995,673          15,966,522          (9,398,624)         19,563,573
                                                     ------------        ------------        ------------        ------------

Cash Flows from Investing Activities
   Investment in Utility Plant                                ---          (6,021,396)                ---          (6,021,396)
   Nonutility Plant                                           ---               8,364                 ---               8,364
   Net Investment in Subsidiary Company                (3,224,574)                ---           3,224,574                 ---
                                                     ------------        ------------        ------------        ------------
Net Cash Flows Used by Investing Activities            (3,224,574)         (6,013,032)          3,224,574          (6,013,032)
                                                     ------------        ------------        ------------        ------------

Cash Flows from Financing Activities
   Capital Contribution from Parent Company                   ---                 ---                 ---                 ---
   Dividends on Common Stock                           (8,118,000)         (6,174,050)          6,174,050          (8,118,000)
                                                     ------------        ------------        ------------        ------------
Net Cash Flows Used by Financing Activities            (8,118,000)         (6,174,050)          6,174,050          (8,118,000)
                                                     ------------        ------------        ------------        ------------
Increase in Cash and Cash Equivalents                   1,653,099           3,779,442                 ---           5,432,541
                                                     ------------        ------------        ------------        ------------

Cash & Cash Equivalents at beginning of period          1,965,368           5,562,955                 ---           7,528,323
                                                     ------------        ------------        ------------        ------------
Cash & Cash Equivalents at end of period               $3,618,467          $9,342,397                 ---         $12,960,864
                                                     ============        ============        ============        ============
</TABLE>


                See Notes to Consolidating Financial Statements.
<PAGE>
                                     - 11 -

                 PECO ENERGY POWER COMPANY & SUBSIDIARY COMPANY
           CONSOLIDATING STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                      For the Year Ended December 31, 1999


<TABLE>
<CAPTION>
                                                                                           Capital
                                                                                           Contributions
                                                                                           From
                                   Balance                                   Net           Parent            Balance
                                   1/1/99              Dividends             Income        Company           12/31/99
                                   ----------          ----------            ----------    ------------    -----------
<S>                                <C>                <C>                    <C>            <C>           <C>
PECO Energy Power Company
     Common Stock                 $24,600,000                 ---                   ---        ---        $24,600,000
     Other Paid-In Capital        $74,740,078                 ---                   ---        ---        $74,740,078
     Retained Earnings             $4,929,136         ($8,118,000)*          $9,876,444        ---         $6,687,580

Susquehanna Power Company
     Common Stock                  47,047,450                 ---                   ---        ---         47,047,450
     Other Paid-In Capital         47,715,078                 ---                   ---        ---         47,715,078
     Retained Earnings                644,698          (6,174,050)**          9,398,624        ---          3,869,272

Eliminations
     Common Stock                 (47,047,450)                ---                   ---        ---        (47,047,450)
     Other Paid-In Capital        (47,715,078)                ---                   ---        ---        (47,715,078)
     Retained Earnings               (644,698)          6,174,050            (9,398,624)       ---         (3,869,272)

Consolidated
     Common Stock                 $24,600,000                 ---                   ---        ---        $24,600,000
     Other Paid-In Capital        $74,740,078                 ---                   ---        ---        $74,740,078
     Retained Earnings             $4,929,136         ($8,118,000)           $9,876,444        ---         $6,687,580

<FN>
 *   $8.25 per share
 **  $4.85 per share
</FN>
</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 (together, the 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 1999, expressed as a
          percent of average depreciable plant in service, was 1.07% for the
          property of the Company and 1.40% 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
          Deferred federal and state income taxes are provided on all
          significant temporary differences between book and tax basis of assets
          and liabilities, transactions that reflect taxable income in a year
          different than book income and tax carryforwards. Investment tax
          credits previously used for income tax purposes have been deferred on
          the Consolidated Balance Sheet and are recognized in book income over
          the life of the related property. The Companies file a consolidated
          federal income tax return with the Parent Company and its other
          subsidiaries. The provision for federal income taxes is computed on a
          separate return basis after giving consideration to consolidated
          return savings.

          INTEREST DURING CONSTRUCTION
          Effective January 1, 1998, the Companies ceased accruing AFUDC under
          Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting
          for the Effects of Certain Types of Regulation," for electric
          generation-related construction projects. The Companies used SFAS No.
          34, "Capitalization of Interest Cost," to calculate the costs, during
          the period of construction, of debt funds used to finance its electric
          generation-related construction projects. The Companies recorded
          additional utility plant of $46,033 in 1999 based on their
          proportionate share of the Parent Company's capitalized interest.

<PAGE>
                                     - 13 -

2.        Income Taxes:

          Income tax expense is comprised of the following components:

<TABLE>
<CAPTION>
                                               PECO Energy       Susquehanna
                                               Power             Power
                                               Company           Company            Consolidated
                                               -----------       -----------        ------------
<S>                                               <C>             <C>                <C>
          Federal
              Current                             $216,128        $4,493,986         $4,710,114
              Deferred                              23,599           632,370            655,969
              Investment tax credit, net                 -           (16,272)           (16,272)
          State
              Current                               68,848           961,340          1,030,188
              Deferred                               7,482           136,001            143,483
                                               -----------       -----------        -----------
              Total                               $316,057        $6,207,425         $6,523,482
                                               ===========       ===========        ===========
</TABLE>

          The total income tax provisions differed from amounts computed by
          applying the federal statutory rate to income as shown below:

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

             Federal statutory rate         35%         35%         35%

             State income tax,
                 net of federal
                 income tax benefit          7%          4%          5%

             Plant related flow-through     --          (1)%        (1)%

             Other                          (2)%         2%          1%
                                           ---         ---         ---
             Effective rate                 40%         40%         40%
                                           ===         ===         ===


<PAGE>
                                     - 14 -



The tax effect of temporary  differences  which give rise to the  Companies' net
deferred tax liability as of December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                  Liability or (Asset)
                                                   -------------------------------------------------
                                                   PECO Energy       Susquehanna
                                                   Power             Power
                                                   Company           Company           Consolidated
                                                   -----------       -----------       ------------
<S>                                                   <C>            <C>               <C>
          Nature of Temporary Difference:
              Plant basis difference                  $381,474       $16,225,426       $16,606,900
              Deferred investment tax credit               ---           884,545           884,545
                                                   -----------       -----------       -----------
          Deferred income taxes on
                  the balance sheet                   $381,474       $17,109,971       $17,491,445
                                                   ===========       ===========       ===========
</TABLE>


3.       Taxes, Other Than Income Taxes - Operating:

<TABLE>
<CAPTION>
                              PECO Energy        Susquehanna
                            Power Company      Power Company       Consolidated
                            -------------      -------------       ------------
<S>                              <C>                 <C>              <C>
          Capital stock          $101,448            $72,146          $173,594
          Real estate             (19,472)         1,671,848         1,652,376
          Other                       ---             26,622            26,622
                              -----------        -----------       -----------
                                  $81,976         $1,770,616        $1,852,592
                              ===========        ===========       ===========
</TABLE>


4.        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 $136.0 million at December 31,
          1999, with approximately $9.6 million of rentals, net of expenses, due
          in each of the next five years.


5.        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:

           Income taxes (net of refunds)         $293,778            $5,824,752               $6,118,530
</TABLE>

<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:    May 1, 2000                         By: /s/ Jean H. Gibson
     ---------------------                       ---------------------------
                                                 Jean H. Gibson
                                                 Vice President & Controller


<TABLE> <S> <C>

<ARTICLE>                     OPUR1
<CIK>                         0000078103
<NAME>                        PECO ENERGY POWER COMPANY
<SUBSIDIARY>
   <NUMBER>                   01
   <NAME>                     SUSQUEHANNA POWER COMPANY
<MULTIPLIER>                  1

<S>                             <C>
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<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   DEC-31-1999
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                                       0
                                                 0
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                                   0
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                                 0
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<EPS-BASIC>                                                 0
<EPS-DILUTED>                                               0


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