<PAGE>
 
    As filed with the Securities and Exchange Commission on August 18, 1997
                                                          Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933
                             ---------------------

                          COMMONWEALTH EDISON COMPANY
             (Exact Name of Registrant as Specified in Its Charter)


           Illinois                                     36-0938600
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)


10 South Dearborn Street -- 37th Floor
P.O. Box 767
Chicago, Illinois                                       60690-0767
(Address of Principal Executive Offices)                (Zip code)

                          Commonwealth Edison Company
                          Excess Benefit Savings Plan
                            (Full Title of the Plan)
                          ___________________________

                                John C. Bukovski
                                 Vice President
                          Commonwealth Edison Company
                     10 South Dearborn Street -- 37th Floor
                                  P.O. Box 767
                         Chicago, Illinois  60690-0767
                    (Name and Address of Agent for Service)

                                 (312) 394-3117
         (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                   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 Unit (2)  Offering Price (2)  Registration Fee
------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>                 <C>                 <C>
Commonwealth Edison             $20,000,000          100%            $20,000,000           $6,061
Company Excess Benefit Savings
Plan Obligations
======================================================================================================
</TABLE>



(1)  The Commonwealth Edison Company Excess Benefit Savings Plan Obligations are
     unsecured obligations of Commonwealth Edison Company to pay certain
     benefits in the future in accordance with the terms of the Commonwealth
     Edison Company Excess Benefit Savings Plan.

(2)  Estimated solely for the purpose of calculating the registration fee.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents heretofore filed by Commonwealth Edison
Company (the "Registrant") with the Securities and Exchange Commission (File No.
1-1839) are incorporated herein by reference:

               (a) Annual Report on Form 10-K for the year ended December 31,
          1996.

               (b) Quarterly Reports on Form 10-Q for the quarterly periods
          ended March 31, 1997 and June 30, 1997.

               (c) Current Reports on Form 8-K of the Registrant dated January
          29, 1997, January 31, 1997, and May 30, 1997.

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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").

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

          The Commonwealth Edison Company Excess Benefit Savings Plan
Obligations ("Obligations") are general unsecured obligations of the Registrant
to pay certain benefits in the future in accordance with the terms of the
Commonwealth Edison Company Excess Benefit Savings Plan (the "Plan") from the
general assets of the Registrant, and rank pari passu with other unsecured and
unsubordinated indebtedness of the Registrant from time to time outstanding.

          The Obligations are not subject to redemption, in whole or in part,
prior to the termination, retirement or death of the Participant. However, the
Registrant reserves the right to amend or terminate the Plan at any time, except
that no such amendment or termination shall adversely affect a Participant's
right to Obligations in the amount of the Participant's account as of the date
of such amendment or termination.

          The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the Obligations and each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.

                                      II-1
<PAGE>
 
Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

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 Restated 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 Restated 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.

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

                                      II-2
<PAGE>
 
               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 was registered) and any
               deviation from the low or high end 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 18th day
of August, 1997.

                   COMMONWEALTH EDISON COMPANY

                   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 18th day of August, 1997.
<TABLE>
<CAPTION>
                      Signature                                 Title
                      ---------                                 -----

<S>                                                     <C>
                 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

                Robert E. Berdelle                      Comptroller
      ------------------------------------------         (principal accounting officer)
                Robert E. Berdelle

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

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

                          *
      ------------------------------------------        Director
                     Bruce DeMars

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

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

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

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

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


*By:      David A. Scholz
      ------------------------------------
      David A. Scholz, Attorney-in-fact
</TABLE>

                                      II-4
<PAGE>
 
                  INDEX TO EXHIBITS TO REGISTRATION STATEMENT
                  -------------------------------------------
<TABLE>
<CAPTION>

Exhibit
Number             Description of Document
-------            -----------------------
<C>                <S>
  (4)-1            Restated Articles of Incorporation of the Registrant (File No. 1-1839, Form 10-K for the year
                   ended December 31, 1994, Exhibit (3)-2, which is incorporated herein by reference).

  (4)-2            By-Laws of the Registrant (File No. 1-1839, Form 10-K for the year ended December 31,
                   1996, Exhibit (3)-4, which is incorporated herein by reference).

* (4)-3            Commonwealth Edison Company Excess Benefit Savings Plan.

* (5)              Opinion regarding legality of securities being registered.

*(23)              Consent of Arthur Andersen LLP.

*(24)              Powers of Attorney.
</TABLE>

--------------------
*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18206}]
{"company-data": {"conformed-name": "COMMONWEALTH EDISON CO", "cik": "0000022606", "assigned-sic": "4911", "irs-number": "360938600", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33847", "film-number": "97665708"}, "business-address": {"street1": "ONE FIRST NATIONAL PLZ 37TH FL", "street2": "P O BOX 767", "city": "CHICAGO", "state": "IL", "zip": "60690", "phone": "3123944321"}, "mail-address": {"street1": "10 SOUTH DEARBORN STREET", "street2": "37TH FLOOR", "city": "CHICAGO", "state": "IL", "zip": "606900767"}}
As filed with the Securities and Exchange Commission on August 18, 1997
                                                          Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933
                             ---------------------

                          COMMONWEALTH EDISON COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

           Illinois                                     36-0938600
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

10 South Dearborn Street -- 37th Floor
P.O. Box 767
Chicago, Illinois                                       60690-0767
(Address of Principal Executive Offices)                (Zip code)

                          Commonwealth Edison Company
                          Excess Benefit Savings Plan
                            (Full Title of the Plan)
                          ___________________________

                                John C. Bukovski
                                 Vice President
                          Commonwealth Edison Company
                     10 South Dearborn Street -- 37th Floor
                                  P.O. Box 767
                         Chicago, Illinois  60690-0767
                    (Name and Address of Agent for Service)

                                 (312) 394-3117
         (Telephone Number, Including Area Code, 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 Unit (2)  Offering Price (2)  Registration Fee
------------------------------------------------------------------------------------------------------
Commonwealth Edison             $20,000,000          100%            $20,000,000           $6,061
Company Excess Benefit Savings
Plan Obligations
======================================================================================================
(1)  The Commonwealth Edison Company Excess Benefit Savings Plan Obligations are
     unsecured obligations of Commonwealth Edison Company to pay certain
     benefits in the future in accordance with the terms of the Commonwealth
     Edison Company Excess Benefit Savings Plan.

(2)  Estimated solely for the purpose of calculating the registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents heretofore filed by Commonwealth Edison
Company (the "Registrant") with the Securities and Exchange Commission (File No.
1-1839) are incorporated herein by reference:

               (a) Annual Report on Form 10-K for the year ended December 31,
          1996.

               (b) Quarterly Reports on Form 10-Q for the quarterly periods
          ended March 31, 1997 and June 30, 1997.

               (c) Current Reports on Form 8-K of the Registrant dated January
          29, 1997, January 31, 1997, and May 30, 1997.

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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").

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

          The Commonwealth Edison Company Excess Benefit Savings Plan
Obligations ("Obligations") are general unsecured obligations of the Registrant
to pay certain benefits in the future in accordance with the terms of the
Commonwealth Edison Company Excess Benefit Savings Plan (the "Plan") from the
general assets of the Registrant, and rank pari passu with other unsecured and
unsubordinated indebtedness of the Registrant from time to time outstanding.

          The Obligations are not subject to redemption, in whole or in part,
prior to the termination, retirement or death of the Participant. However, the
Registrant reserves the right to amend or terminate the Plan at any time, except
that no such amendment or termination shall adversely affect a Participant's
right to Obligations in the amount of the Participant's account as of the date
of such amendment or termination.

          The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the Obligations and each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.

                                      II-1
Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

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 Restated 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 Restated 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.

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

                                      II-2
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 was registered) and any
               deviation from the low or high end 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 18th day
of August, 1997.

                   COMMONWEALTH EDISON COMPANY

                   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 18th day of August, 1997.
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

                Robert E. Berdelle                      Comptroller
      ------------------------------------------         (principal accounting officer)
                Robert E. Berdelle

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

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

                          *
      ------------------------------------------        Director
                     Bruce DeMars

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

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

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

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

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

*By:      David A. Scholz
      ------------------------------------
      David A. Scholz, Attorney-in-fact
II-4
INDEX TO EXHIBITS TO REGISTRATION STATEMENT
                  -------------------------------------------
Exhibit
Number             Description of Document
-------            -----------------------
(4)-1            Restated Articles of Incorporation of the Registrant (File No. 1-1839, Form 10-K for the year
                   ended December 31, 1994, Exhibit (3)-2, which is incorporated herein by reference).

  (4)-2            By-Laws of the Registrant (File No. 1-1839, Form 10-K for the year ended December 31,
                   1996, Exhibit (3)-4, which is incorporated herein by reference).

* (4)-3            Commonwealth Edison Company Excess Benefit Savings Plan.

* (5)              Opinion regarding legality of securities being registered.

*(23)              Consent of Arthur Andersen LLP.

*(24)              Powers of Attorney.
--------------------
*Filed herewith.