<PAGE>
<TABLE> 
<CAPTION> 
 
              As filed with the Securities and Exchange Commission
                               on August 22, 1996
                                                     Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                               UNICOM CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


             Illinois                                36-3961038
   (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
   Incorporation or Organization)


   37th Floor, 10 South Dearborn Street
   P.O. Box A-3005
   Chicago, Illinois                                  60690-3005
      (Address of Principal Executive Offices)        (Zip code)

                              Commonwealth Edison
                      Employee Savings and Investment Plan
                              (Full Title of Plan)

                          ___________________________

                                John C. Bukovski
                                 Vice President
                               Unicom Corporation
                      37th Floor, 10 South Dearborn Street
                                P.O. Box A-3005
                         Chicago, Illinois  60690-3005
                                 (312) 394-4321
                    (Name and Address of Agent for Service)


                                    Copy to:

                                Richard W. Astle
                                Sidley & Austin
                            One First National Plaza
                            Chicago, Illinois  60603
                                 (312) 853-7000

- --------------------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
                                        Proposed            Proposed
Title of Securities   Amount to be   Maximum Offering   Maximum Aggregate      Amount of
to be Registered (1)   Registered   Price Per Share (2) Offering Price (2)  Registration Fee
- --------------------------------------------------------------------------------------------
<S>                   <C>              <C>                 <C>                 <C> 
Common Shares,        350,000 shares   $23.9375            $8,378,125          $2,890.00
without par value
- --------------------------------------------------------------------------------------------
</TABLE> 
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
     based upon the average of the high and low sale prices of the common
     shares, without par value, of Unicom Corporation on the New York Stock
     Exchange on August 19, 1996.


<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed with the Securities and
Exchange Commission are incorporated herein by reference:

          (a) Annual Report on Form 10-K of the Registrant for the year ended
     December 31, 1995.

          (b) Annual Report on Form 11-K of the Plan for the year ended December
     31, 1995.

          (c) Quarterly Reports on Form 10-Q of the Registrant for the quarterly
     periods ended March 31, 1996 and June 30, 1996, respectively.

          (d) Current Reports on Form 8-K of the Registrant dated January 26,
     1996, February 20, 1996 and March 14, 1996, respectively, and Current
     Report on Form 8-K/A-1 of the Registrant dated March 14, 1996.

          (e) The description of the Registrant's common stock, without par
     value (the "Common Stock"), which is contained in the registration
     statement on Form 8-B filed under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), including any subsequent amendment or any
     report filed for the purpose of updating such description.

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and all documents filed by the employee
benefit plan described herein pursuant to Section 15(d) of the Exchange Act,
after the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                      II-1
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Certain provisions of the Illinois Business Corporation Act of 1983,
as amended (the "BCA"), provide that the Registrant may, and in some
circumstances must, indemnify the directors and officers of the Registrant and
of each subsidiary company against liabilities and expenses incurred by such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions set forth in the statute. The
Registrant's Articles of Incorporation and By-Laws provide that the Registrant
will indemnify its directors and officers, and may indemnify any person serving
as director or officer of another business entity at the Registrant's request,
to the extent permitted by the statute. In addition, the Registrant's Articles
of Incorporation provide, as permitted by the BCA, that directors shall not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except (i) for breaches of their duty of loyalty to the Registrant or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 8.65
of the BCA, and (iv) for transactions from which a director derived an improper
personal benefit.

          The Registrant maintains liability insurance policies which indemnify
the Registrant's directors and officers, the directors and officers of
subsidiaries of the Registrant, and the trustees of the Commonwealth Edison
Company Service Annuity Fund and the Commonwealth Edison Company of Indiana,
Inc. Service Annuity Fund, against loss arising from claims by reason of their
legal liability for acts as such directors, officers or trustees, subject to
limitations and conditions as set forth in the policies.

          The Registrant indemnifies assistant officers and other employees
against liabilities and expenses incurred by reason of acts performed in
connection with the operations of the various employee benefit systems of the
Registrant and its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

          The exhibits accompanying this Registration Statement are listed on
the accompanying Exhibit Index.

          The Registrant will submit or has submitted the employee benefit plan
described herein and any amendments thereto to the Internal Revenue Service (the
"IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.

ITEM 9.  UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which 

                                      II-2
<PAGE>
 
     was registered) and any deviation from the low or high and of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
     the aggregate, the changes in volume and price represent no more than a 20
     percent change in the maximum aggregate offering price set forth in the
     "Calculation of Registration Fee" table in the effective registration
     statement; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

          (2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-3
<PAGE>
 
                                   SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 22nd day of
August, 1996.

                      UNICOM CORPORATION

                      By:           James J. O'Connor
                         -------------------------------------------------------
                         James J. O'Connor, Chairman and Chief Executive Officer


          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 22nd day of August, 1996.

               Signature                                  Title
               ---------                                  -----

      James J. O'Connor                Chairman and Chief Executive Officer and 
- ------------------------------          Director (principal executive officer)
      James J. O'Connor                                   

     John C. Bukovski                  Vice President
- ------------------------------          (principal financial officer)
     John C. Bukovski

     Roger F. Kovack                   Comptroller
- ------------------------------          (principal accounting officer)
     Roger F. Kovack                                     

- ------------------------------         Director
        Jean Allard

            *
- ------------------------------         Director
     Edward A. Brennan

            *                          Director
- ------------------------------
     James W. Compton

            *                          Director
- ------------------------------
        Sue L. Gin

            *                          Director
- ------------------------------
      Donald P. Jacobs

            *                          Director
- ------------------------------
     Edgar D. Jannotta

            *                          Director
- ------------------------------
      George E. Johnson

            *                          Director
- ------------------------------
     Edward A. Mason

            *                          Vice Chairman and Director
- ------------------------------
        Leo F. Mullin

            *                          Director
- ------------------------------
      Frank A. Olson

            *                          President and Director
- ------------------------------
     Samuel K. Skinner

*By:     David A. Scholz
    ---------------------------------
    David A. Scholz, Attorney-in-fact

                                     
                                     II-4
<PAGE>
 
          The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Committee administering the Commonwealth Edison Employee Savings and
Investment Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on this 22nd day of August, 1996.

                                      COMMONWEALTH EDISON EMPLOYEE
                                          SAVINGS AND INVESTMENT PLAN



                                      By:   John C. Bukovski
                                          -------------------------------------
                                            John C. Bukovski
                                            Member of the Committee






                                      II-5
<PAGE>
 
                  INDEX TO EXHIBITS TO REGISTRATION STATEMENT
                  -------------------------------------------
 
Exhibit
Number     Description of Document
- --------   -----------------------

(4)-1      Articles of Incorporation, as amended, of the Registrant (File No.
           1-11375, Form 10-K for the year ended December 31, 1994, Exhibit
           (3)-1), which is incorporated herein by reference.

(4)-2      By-Laws of the Registrant (File No. 1-11375, Form 10-K for the year
           ended December 31, 1995, Exhibit (3)-3), which is incorporated herein
           by reference.

*(4)-3     Amendment to By-Laws of the Registrant, effective July 18, 1996.

*(4)-4     Commonwealth Edison Employee Savings and Investment Plan (as amended
           and restated as of January 1, 1995) and Amendment No. 1 thereto.

*(5)       Opinion of Sidley & Austin.

*(23)-1    Consent of Sidley & Austin (included in Exhibit 5 above).

*(23)-2    Consent of Arthur Andersen LLP.

*(24)      Powers of Attorney.

______________________
*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17640}]
{"company-data": {"conformed-name": "UNICOM CORP", "cik": "0000918040", "assigned-sic": "4911", "irs-number": "363961038", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10613", "film-number": "96618998"}, "business-address": {"street1": "10 SOUTH DEARBORN STREET 37TH FLOOR", "street2": "P O BOX 767", "city": "CHICAGO", "state": "IL", "zip": "60690", "phone": "3123943117"}, "mail-address": {"street1": "P O BOX 767", "city": "CHICAGO", "state": "IL", "zip": "60690"}, "former-company": {"former-conformed-name": "CECO HOLDING CO", "date-changed": "19940125"}}
As filed with the Securities and Exchange Commission
                               on August 22, 1996
                                                     Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                               UNICOM CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Illinois                                36-3961038
   (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
   Incorporation or Organization)

   37th Floor, 10 South Dearborn Street
   P.O. Box A-3005
   Chicago, Illinois                                  60690-3005
      (Address of Principal Executive Offices)        (Zip code)

                              Commonwealth Edison
                      Employee Savings and Investment Plan
                              (Full Title of Plan)

                          ___________________________

                                John C. Bukovski
                                 Vice President
                               Unicom Corporation
                      37th Floor, 10 South Dearborn Street
                                P.O. Box A-3005
                         Chicago, Illinois  60690-3005
                                 (312) 394-4321
                    (Name and Address of Agent for Service)

                                    Copy to:

                                Richard W. Astle
                                Sidley & Austin
                            One First National Plaza
                            Chicago, Illinois  60603
                                 (312) 853-7000

- --------------------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------
                                        Proposed            Proposed
Title of Securities   Amount to be   Maximum Offering   Maximum Aggregate      Amount of
to be Registered (1)   Registered   Price Per Share (2) Offering Price (2)  Registration Fee
- --------------------------------------------------------------------------------------------
Common Shares,        350,000 shares   $23.9375            $8,378,125          $2,890.00
without par value
- --------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
     based upon the average of the high and low sale prices of the common
     shares, without par value, of Unicom Corporation on the New York Stock
     Exchange on August 19, 1996.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed with the Securities and
Exchange Commission are incorporated herein by reference:

          (a) Annual Report on Form 10-K of the Registrant for the year ended
     December 31, 1995.

          (b) Annual Report on Form 11-K of the Plan for the year ended December
     31, 1995.

          (c) Quarterly Reports on Form 10-Q of the Registrant for the quarterly
     periods ended March 31, 1996 and June 30, 1996, respectively.

          (d) Current Reports on Form 8-K of the Registrant dated January 26,
     1996, February 20, 1996 and March 14, 1996, respectively, and Current
     Report on Form 8-K/A-1 of the Registrant dated March 14, 1996.

          (e) The description of the Registrant's common stock, without par
     value (the "Common Stock"), which is contained in the registration
     statement on Form 8-B filed under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), including any subsequent amendment or any
     report filed for the purpose of updating such description.

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and all documents filed by the employee
benefit plan described herein pursuant to Section 15(d) of the Exchange Act,
after the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Certain provisions of the Illinois Business Corporation Act of 1983,
as amended (the "BCA"), provide that the Registrant may, and in some
circumstances must, indemnify the directors and officers of the Registrant and
of each subsidiary company against liabilities and expenses incurred by such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions set forth in the statute. The
Registrant's Articles of Incorporation and By-Laws provide that the Registrant
will indemnify its directors and officers, and may indemnify any person serving
as director or officer of another business entity at the Registrant's request,
to the extent permitted by the statute. In addition, the Registrant's Articles
of Incorporation provide, as permitted by the BCA, that directors shall not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except (i) for breaches of their duty of loyalty to the Registrant or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 8.65
of the BCA, and (iv) for transactions from which a director derived an improper
personal benefit.

          The Registrant maintains liability insurance policies which indemnify
the Registrant's directors and officers, the directors and officers of
subsidiaries of the Registrant, and the trustees of the Commonwealth Edison
Company Service Annuity Fund and the Commonwealth Edison Company of Indiana,
Inc. Service Annuity Fund, against loss arising from claims by reason of their
legal liability for acts as such directors, officers or trustees, subject to
limitations and conditions as set forth in the policies.

          The Registrant indemnifies assistant officers and other employees
against liabilities and expenses incurred by reason of acts performed in
connection with the operations of the various employee benefit systems of the
Registrant and its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

          The exhibits accompanying this Registration Statement are listed on
the accompanying Exhibit Index.

          The Registrant will submit or has submitted the employee benefit plan
described herein and any amendments thereto to the Internal Revenue Service (the
"IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.

ITEM 9.  UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which 

                                      II-2
was registered) and any deviation from the low or high and of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
     the aggregate, the changes in volume and price represent no more than a 20
     percent change in the maximum aggregate offering price set forth in the
     "Calculation of Registration Fee" table in the effective registration
     statement; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

          (2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-3
SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 22nd day of
August, 1996.

                      UNICOM CORPORATION

                      By:           James J. O'Connor
                         -------------------------------------------------------
                         James J. O'Connor, Chairman and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 22nd day of August, 1996.

               Signature                                  Title
               ---------                                  -----

      James J. O'Connor                Chairman and Chief Executive Officer and 
- ------------------------------          Director (principal executive officer)
      James J. O'Connor                                   

     John C. Bukovski                  Vice President
- ------------------------------          (principal financial officer)
     John C. Bukovski

     Roger F. Kovack                   Comptroller
- ------------------------------          (principal accounting officer)
     Roger F. Kovack                                     

- ------------------------------         Director
        Jean Allard

            *
- ------------------------------         Director
     Edward A. Brennan

            *                          Director
- ------------------------------
     James W. Compton

            *                          Director
- ------------------------------
        Sue L. Gin

            *                          Director
- ------------------------------
      Donald P. Jacobs

            *                          Director
- ------------------------------
     Edgar D. Jannotta

            *                          Director
- ------------------------------
      George E. Johnson

            *                          Director
- ------------------------------
     Edward A. Mason

            *                          Vice Chairman and Director
- ------------------------------
        Leo F. Mullin

            *                          Director
- ------------------------------
      Frank A. Olson

            *                          President and Director
- ------------------------------
     Samuel K. Skinner

*By:     David A. Scholz
    ---------------------------------
    David A. Scholz, Attorney-in-fact

                                     
                                     II-4
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Committee administering the Commonwealth Edison Employee Savings and
Investment Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on this 22nd day of August, 1996.

                                      COMMONWEALTH EDISON EMPLOYEE
                                          SAVINGS AND INVESTMENT PLAN

                                      By:   John C. Bukovski
                                          -------------------------------------
                                            John C. Bukovski
                                            Member of the Committee

                                      II-5
INDEX TO EXHIBITS TO REGISTRATION STATEMENT
                  -------------------------------------------
 
Exhibit
Number     Description of Document
- --------   -----------------------

(4)-1      Articles of Incorporation, as amended, of the Registrant (File No.
           1-11375, Form 10-K for the year ended December 31, 1994, Exhibit
           (3)-1), which is incorporated herein by reference.

(4)-2      By-Laws of the Registrant (File No. 1-11375, Form 10-K for the year
           ended December 31, 1995, Exhibit (3)-3), which is incorporated herein
           by reference.

*(4)-3     Amendment to By-Laws of the Registrant, effective July 18, 1996.

*(4)-4     Commonwealth Edison Employee Savings and Investment Plan (as amended
           and restated as of January 1, 1995) and Amendment No. 1 thereto.

*(5)       Opinion of Sidley & Austin.

*(23)-1    Consent of Sidley & Austin (included in Exhibit 5 above).

*(23)-2    Consent of Arthur Andersen LLP.

*(24)      Powers of Attorney.

______________________
*Filed herewith.