COMED FINANCING I
8-A12B, 1995-09-13
ELECTRIC SERVICES
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                          SECURITIES AND EXCHANGE COMMISSION                
                               WASHINGTON, D.C.  20549                      

                               ------------------------

                                       FORM 8-A

                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                      PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934


                                  ComEd FINANCING I
          ------------------------------------------------------------------
          (Exact Name of Registrant as specified in its Trust Declaration)

                            DELAWARE                       APPLIED FOR
          ------------------------------------------------------------------
          (State of Incorporation or Organization)      (I.R.S. Employer 
                                                       Identification No.)

                    37th Floor
                    10 South Dearborn Street
                    Post Office Box 767
                    Chicago, Illinois                        60690-0767
          -----------------------------------------------------------------
          (Address of principal executive offices)           (Zip Code)

          If this Form relates to the           If this Form relates to the
          registration of a class of            registration of a class of
          debt securities and is                debt securities and is to
          effective upon filing                 become effective               
          pursuant to General                   simultaneously with the
          Instruction A(c)(1) please            effectiveness of a
          check the following box. []           concurrent registration
                                                statement under the
                                                Securities Act of 1933
                                                pursuant to General
                                                Instruction A(c)(2) please
                                                check the following box. []  


          Securities to be registered pursuant to Section 12(b) of the Act:

               Title of Each Class                Name of Each Exchange on
               to be so Registered                which Each Class is to be 
               -------------------                Registered              
                                                  ------------------------

               ____% TRUST ORIGINATED             NEW YORK STOCK EXCHANGE
               PREFERRED SECURITIES(sm) 
               ("TOPrS(sm) ")(and the 
                 Guarantee with respect 
                 thereto)

          Securities to be registered pursuant to Section 12(g) of the Act:

                                         None
          -----------------------------------------------------------------
                                   (Title of Class)

<PAGE>

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT


          Item 1.  Description of Registrant's Securities to be Registered.

                    The Trust Originated Preferred Securities(sm) (the
          "Preferred Securities") of ComEd Financing I, a statutory
          business trust created under the laws of Delaware, registered
          hereby represent preferred undivided beneficial interests in the
          assets of ComEd Financing I and are guaranteed by Commonwealth
          Edison Company, an Illinois corporation and the sponsor of ComEd
          Financing I, to the extent set forth in the Form of Preferred
          Securities Guarantee (the "Guarantee"), which has been filed with
          the Securities and Exchange Commission as Exhibit (4)-7 to the
          Registration Statement on Form S-3 of ComEd Financing I and
          Commonwealth Edison Company (Registration No. 033-61343) (the
          "Registration Statement").  The descriptions of the Preferred
          Securities and the Guarantee are set forth in the Prospectus (as
          defined in Item 2 below), which is included in and forms a part
          of the Registration Statement, and such descriptions are
          incorporated by reference herein.  ("Trust Originated Preferred
          Securities" and "TOPrS" are service marks of Merrill Lynch & Co.,
          Inc.)  

          Item 2.  Exhibits.                     
          
          (2)-1     The Preliminary Prospectus dated September 8, 1995,
                    Subject to Completion, along with any subsequent
                    Prospectus (Subject to Completion or Final) pertaining
                    to the offer and sale of the Preferred Securities,
                    included in and forming a part of the Registration
                    Statement (the "Prospectus") (incorporated herein by
                    this reference to the Registration Statement)

          (2)-2     Certificate of Trust of ComEd Financing I (incorporated
                    herein by this reference to Exhibit (4)-1 to the
                    Registration Statement)

          (2)-3     Form of Amended and Restated Declaration of Trust of
                    ComEd Financing I (incorporated herein by this
                    reference to Exhibit (4)-2 to the Registration
                    Statement)

          (2)-4     Form of Subordinated Debt Securities Indenture between
                    Commonwealth Edison Company and Wilmington Trust
                    Company, as Trustee (incorporated herein by this
                    reference to Exhibit (4)-3 to the Registration
                    Statement)

          (2)-5     Form of Supplemental Indenture to the Subordinated Debt
                    Securities Indenture (incorporated herein by this
                    reference to Exhibit (4)-4 to the Registration
                    Statement)

                                           
                                         -2-

<PAGE>

          (2)-6     Form of Preferred Security (incorporated herein by this
                    reference to Exhibit (4)-5 to the Registration
                    Statement)

          (2)-7     Form of Subordinated Note Security (incorporated herein
                    by this reference to Exhibit (4)-6 to the Registration
                    Statement)

          (2)-8     Form of Preferred Securities Guarantee (incorporated
                    herein by this reference to Exhibit (4)-7 to the
                    Registration Statement)


                                      SIGNATURES

                    Pursuant to the requirements of Section 12 of the
          Securities Exchange Act of 1934, the registrant has duly caused
          this registration statement to be signed on its behalf by the
          undersigned, thereunto duly authorized.  

                                              ComEd FINANCING I


          Dated:  September 13, 1995    By:        J.C. Bukovski
                                            ------------------------------
                                            J.C. Bukovski, Trustee

                                        By:       Dennis F. O'Brien
                                            ------------------------------
                                            Dennis F. O'Brien, Trustee


                                        By:  COMMONWEALTH EDISON COMPANY,
                                               Sponsor of the registrant
                                               and Guarantor
                                               under the Guarantee


                                        By:        J. C. Bukovski
                                            ------------------------------
                                            J.C. Bukovski, Vice President





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