As filed with the Securities and Exchange Commission on May 23, 1997


                                                            Registration No. 33-
     --------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                 --------------

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

                               PECO ENERGY COMPANY
             (Exact name of registrant as specified in its charter)

Pennsylvania                                             23-0970240
(State or other jurisdiction of            (I.R.S. Employer  Identification No.)
incorporation or organization)

P.O. Box 8699
2301 Market Street
Philadelphia, PA                                           19101
(Address of principal executive offices)                 (Zip Code)


                               PECO ENERGY COMPANY
           DEFERRED COMPENSATION AND SUPPLEMENTAL PENSION BENEFIT PLAN
                            (Full title of the plan)

            J. Barry Mitchell, Vice President - Finance and Treasurer
                               PECO Energy Company
                                  P.O. Box 8699
                               2301 Market Street
                             Philadelphia, PA 19101
                     (Name and address of agent for service)
                                 (215) 841-4000
          (Telephone number, including area code, of agent for service)

                         Copy of all communications to:

JAMES W. DURHAM, ESQ.                     BRIAN J. DOUGHERTY, ESQ.
Senior Vice President                     Morgan, Lewis & Bockius LLP
and General Counsel                       2000 One Logan Square
P.O. Box 8699                             Philadelphia, PA  19103
2301 Market Street                        (215) 963-4833
Philadelphia, PA  19101
(215) 841-4000

<TABLE>
                         CALCULATION OF REGISTRATION FEE

                                Amount to be         Proposed maximum           Proposed maximum               Amount of
<CAPTION>
Title of securities             registered           offering price                aggregate               registration fee
 to be registered                                      per share              offering price (2)

<S>                             <C>                        <C>                     <C>                           <C>   
Deferred Compensation           $11,200,000                100%                    $11,200,000                   $3,394
Obligations (1)

<FN>
 (1)     The Deferred Compensation Obligations are unsecured obligations of PECO
         Energy Company to pay deferred compensation in the future in accordance
         with the terms of the PECO Energy  Company  Deferred  Compensation  and
         Supplemental Pension Benefit Plan.

 (2)     Estimated solely for the purpose of determining the registration fee.
</FN>


<PAGE>

                                     PART I

                  The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to  participating  employees  as  specified by
Rule 428(b)(1) of the Securities  Act of 1933, as amended.  These  documents and
the  documents  incorporated  by  reference  into  this  Registration  Statement
pursuant to Item 3 of Part II of this  Registration  Statement,  taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933, as amended.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  filed with the SEC pursuant to Section 13 of
the  Exchange Act by PECO Energy (File No.  1-1401) are  incorporated  herein by
reference:

         1. PECO Energy's Annual Report on Form 10-K for the year ended December
         31,  1996;  2.  PECO  Energy's  Quarterly  Report  on Form 10-Q for the
         quarter ended March 31, 1997; and 3. PECO Energy's  Current  Reports on
         Form 8-K dated January 23, 1997, January 24, 1997, January 30,
              1997,  February 21, 1997, February 27, 1997, March 25, 1997, April
              1, 1997, April 14, 1997, April 25, 1997, May 8, 1997, May 12, 1997
              and May 22, 1997.

         Each  document  filed  subsequent  to the  date  of  this  registration
statement pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act and
prior to the  termination of the offering shall be deemed to be  incorporated by
reference  in this  registration  statement  and shall be a part hereof from the
date of filing of such document. Any statement contained herein or in a document
all or a  portion  of which is  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.

         Under the PECO Energy Company  Deferred  Compensation  and Supplemental
Pension Benefit Plan (the "Plan"),  the Company will provide eligible  employees
the  opportunity to enter into agreements for the deferral of a portion of their
future cash compensation, all or a portion of their future awards under the PECO
Management  Incentive  Compensation  Plan and all or a portion of their lump sum

<PAGE>

payments  under the  Supplemental  Pension  Benefit  provisions of the Plan. The
obligations of the Company under such  agreements  (the  "Obligations")  will be
unsecured general obligations of the Company to pay the deferred compensation in
the future in  accordance  with the terms of the Plan,  and will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from time to
time outstanding.

         The  amount  of  compensation  to be  deferred  by  each  participating
employee will be  determined  in accordance  with the Plan based on elections by
the employee.  Each Obligation will be payable upon termination of employment or
retirement in accordance  with the terms of the Plan.  The  Obligations  will be
indexed to one or more  Earnings  Options  individually  chosen by each employee
participant  from the list of  mutual  funds  available  under  the PECO  Energy
Company  Employee Savings Plan. Each employee  participant's  Obligation will be
adjusted to reflect the investment  experience of the selected Earnings Options,
including any appreciation or  depreciation.  The Company is under no obligation
to invest in such Earnings  Options.  The Obligations will be denominated and be
payable in United States dollars.

         An employee participant's right or the right of any other person to the
Obligations  cannot  be  assigned,  alienated,  sold,  garnished,   transferred,
pledged,  or encumbered  except by a written  designation of a beneficiary under
the  Plan,  by the  terms  of the  Plan  in the  event  there  is no  designated
beneficiary or by court order in the case of marital dispute.

         The Obligations are not subject to redemption,  in whole or in part, at
the option of the Company prior to termination of employment,  retirement or the
individual  payment dates  specified by the  participating  employees.  The Plan
provides certain default distribution methods; however, participant may elect to
receive a  distribution  under the Plan in such manner as is  acceptable  to the
Plan Administrator.  In addition, the Plan Administrator may, in its discretion,
direct  that a  participant  be paid an amount  (not to exceed  his  Obligation)
sufficient  to meet a  financial  hardship  as defined in the Plan.  The Company
reserves  the right to amend or terminate  the Plan at any time,  except that no
such amendment or termination  shall (i) result in the  distribution  of amounts
credited  to a  participant's  deferral  account  in any  manner  other  than as
provided in the Plan,  or (ii)  reduce the  availability  of amounts  previously
deferred.  The rules  relating  to  distribution  may be  generally  altered  or
specifically  waived by the Plan  Administrator in its sole discretion,  but may
not  reduce  the  availability  of  amounts  previously  deferred  unless  it is
necessary to do so to preserve the tax deferral on amounts deferred.

         The  Obligations  are not  convertible  into  another  security  of the
Company.  The Obligations  will not have the benefit of a negative pledge or any
other  affirmative or negative  covenant on the part of the Company.  No trustee
has been  appointed  having the  authority  to take action  with  respect to the
Obligations  and  each  employee  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.



<PAGE>


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Sections 1741 and 1742 of the Pennsylvania  Business Corporation Law of
1988, as amended (the "PBCL") provide that a business  corporation may indemnify
directors and officers against  liabilities they may incur as such provided that
the  particular  person acted in good faith and in a manner he or she reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  In general, the power to indemnify under these
sections does not exist in the case of actions  against a director or officer by
or in the  right  of  the  corporation  if  the  person  otherwise  entitled  to
indemnification  shall have been adjudged to be liable to the corporation unless
it is judicially  determined that,  despite the adjudication of liability but in
view of all the  circumstances  of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses.  The corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions  against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

         Section  1713 of the PBCL  permits  the  shareholders  to adopt a bylaw
provision  relieving a director  (but not an officer) of personal  liability for
monetary  damages  except where (i) the  director  has  breached the  applicable
standard  of care,  and (ii)  such  conduct  constitutes  self-dealing,  willful
misconduct  or  recklessness.  The statute  provides  that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.

         Section  1746 of the  PBCL  grants a  corporation  broad  authority  to
indemnify its directors,  officers and other agents for liabilities and expenses
incurred in such capacity,  except in circumstances  where the act or failure to
act giving rise to the claim for  indemnification  is  determined  by a court to
have constituted willful misconduct or recklessness.

         Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of  another  corporation  or other
enterprise,  against any liability  asserted against such person and incurred by
him in any such capacity,  or arising out of his status as such,  whether or not
the  corporation  would  have the power to  indemnify  the person  against  such
liability under the provisions described above.

         PECO Energy's Bylaws provide that PECO Energy is obligated to indemnify
directors  and officers and other  persons  designated by the Board of Directors

<PAGE>

against any liability including any damage, judgment, amount paid in settlement,
fine, penalty, cost or expense (including,  without limitation,  attorneys' fees
and  disbursements)  incurred  in  connection  with any  proceeding.  The Bylaws
provide  that no  indemnification  shall be made where the act or failure to act
giving rise to the claim for  indemnification  is determined by  arbitration  or
otherwise to have constituted willful misconduct or recklessness or attributable
to receipt from PECO Energy of a personal  benefit to which the recipient is not
legally entitled.

         As permitted by PBCL Section 1713,  PECO Energy's  Bylaws  provide that
directors  generally  will not be liable  for  monetary  damages  in any  action
whether  brought by  shareholders  directly or in the right of PECO Energy or by
third parties unless they fail in the good faith  performance of their duties as
fiduciaries  (the standard of care  established  by the PBCL),  and such failure
constitutes  self-dealing,  willful misconduct or recklessness.  The PBCL states
that this  exculpation  from liability does not apply to the  responsibility  or
liability of a Director  pursuant to any criminal  statute or the liability of a
Director  for the payment of taxes  pursuant to Federal,  state or local law. It
may  also  not  apply to  liabilities  imposed  upon  directors  by the  Federal
securities  laws.  PBCL  Section  1715(d)  creates  a  presumption,  subject  to
exceptions, that a Director acted in the best interests of the corporation. PBCL
Section  1712,  in  defining  the  standard  of  care  a  Director  owes  to the
corporation,  provides  that a Director  stands in a  fiduciary  relation to the
corporation  and must  perform  his duties as a  Director  or as a member of any
committee of the Board in good faith,  in a manner he reasonably  believes to be
in  the  best  interests  of the  corporation  and  with  such  care,  including
reasonable inquiry, skill and diligence,  as a person of ordinary prudence would
use under similar circumstances.

         PECO Energy has purchased directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The  exhibits  filed  as  part of this  Registration  Statement  are as
follows:

Exhibit
Number                              Exhibit
-------                             -------

   5  Opinion of Morgan, Lewis & Bockius, LLP re: legality

23.1  Consent of Morgan, Lewis & Bockius, LLP (included in Exhibit 5)

23.2  Consent of Coopers & Lybrand L.L.P.

  24  Powers of Attorney

  99  PECO Energy Company Deferred Compensation and Supplemental Pension
      Benefit Plan


<PAGE>


Item 9.  Undertakings.

                      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; 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 subparagraphs (a)(1)(i) 
and (a)(1)(ii) of this section do not  apply  if the  information  required  to 
be  included  in a  post-effective amendment by those  subparagraphs  is 
contained in periodic reports filed by the Registrant  pursuant to Section 13 or
Section 15(d) of the  Securities  Exchange Act of 1934 that are incorporated by
reference in the registration statement.

                              (2)  That, for the 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 that remain 
unsold at the termination of the offering. 

The undersigned Registrant hereby undertakes that, for the purpose of 
determining any liability  under the  Securities  Act of 1933,  each filing of 
the  Registrant's annual  report  pursuant  to Section  13(a) or Section  15(d) 
of the  Securities Exchange  Act of 1934 (and 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 this registration 
statement shall be deemed to be a new  registration  statement  relating to the 
securities  offered herein and the offering of such  securities at that time 
shall be deemed to be the initial bona fide offering thereof.

                      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  Act 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 Act and will be governed by the final adjudication of
such issue.


<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 Philadelphia, Pennsylvania, on the 23rd day of May 1997.

                                                PECO ENERGY COMPANY


                                               By:      /s/ J. F. Paquette, Jr.
                                                ----------------------------
                                                  J. F. Paquette, Jr.
                              Chairman of the Board


                      KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose
signature appears below constitutes and appoints C. A. McNeill, Jr. and J. F. 
Paquette, Jr., or either of them, his true and lawful attorneys-in-fact and 
agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration Statement
and to each Registration Statement amended hereby, and to file the same, with 
all exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents, and each of them, full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in and about the 
premises, as fully to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and 
agents or any of them, or their or his substitute or substitutes, may lawfully 
do or cause to be done by virtue thereof.

                      Pursuant to the requirements of the Securities Act 1933, 
this Registration Statement has been signed below by the following  persons in 
the  capacities and on the date indicated.


Signature                  Capacity                                   Date

/s/ J. F. Paquette, Jr.    Chairman of the Board and Director       May 23, 1997
------------------
J. F. Paquette, Jr.

/s/ C. A. McNeill, Jr.     President, Chief Executive Officer and   May 23, 1997
-----------------          Director (Principal Executive Officer)
C.A. McNeill, Jr.          

/s/ K. G. Lawrence         Senior Vice President - Finance and Chief
------------------         Financial Officer (Principal Financial and
 K. G. Lawrence            Accounting Officer)                      May 23, 1997


This registration statement has also been signed by C. A. McNeill, Jr.,
Attorney-in-Fact, on behalf of the following Directors on the date indicated:

                  Susan W. Catherwood                     James A. Hagen
                  M. Walter D'Alessio                     Kinnaird R. McKee
                  G. Fred DiBona                          Joseph J. McLaughlin
                  R. Keith Elliott                        ohn M. Palms
                  Richard G. Gilmore                      Ronald Rubin
                  Richard H. Glanton                      Robert Subin


By:      /s/ C. A. McNeill, Jr.                                     May 23, 1997
         -----------------------
         C. A. McNeill, Jr.
         (Attorney-in-Fact)


<PAGE>


                                INDEX TO EXHIBITS




                                                                Sequentially
Exhibit                                                            Number
Number                   Exhibit                                    Page
-------                  -------                                   -------

   5                  Opinion of Morgan, Lewis & Bockius LLP
                      re: legality

23.1                  Consent of Morgan, Lewis & Bockius, LLP
                      (included in Exhibit 5)

23.2                  Consent of Coopers & Lybrand L.L.P.

  24                  Powers of Attorney

  99                  PECO Energy Company Deferred Compensation
                      and Supplemental Pension Benefit Plan



</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REG. STMNT- DEFERRED COMP PLAN", "secsgml_size_bytes": 23880}]
{"company-data": {"conformed-name": "PECO ENERGY CO", "cik": "0000078100", "assigned-sic": "4931", "irs-number": "230970240", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27807", "film-number": "97614032"}, "business-address": {"street1": "2301 MARKET ST", "street2": "P O BOX 8699", "city": "PHILADELPHIA", "state": "PA", "zip": "19101", "phone": "2158414000"}, "former-company": {"former-conformed-name": "PHILADELPHIA ELECTRIC CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 23, 1997

                                                            Registration No. 33-
     --------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                 --------------

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

                               PECO ENERGY COMPANY
             (Exact name of registrant as specified in its charter)

Pennsylvania                                             23-0970240
(State or other jurisdiction of            (I.R.S. Employer  Identification No.)
incorporation or organization)

P.O. Box 8699
2301 Market Street
Philadelphia, PA                                           19101
(Address of principal executive offices)                 (Zip Code)

                               PECO ENERGY COMPANY
           DEFERRED COMPENSATION AND SUPPLEMENTAL PENSION BENEFIT PLAN
                            (Full title of the plan)

            J. Barry Mitchell, Vice President - Finance and Treasurer
                               PECO Energy Company
                                  P.O. Box 8699
                               2301 Market Street
                             Philadelphia, PA 19101
                     (Name and address of agent for service)
                                 (215) 841-4000
          (Telephone number, including area code, of agent for service)

                         Copy of all communications to:

JAMES W. DURHAM, ESQ.                     BRIAN J. DOUGHERTY, ESQ.
Senior Vice President                     Morgan, Lewis & Bockius LLP
and General Counsel                       2000 One Logan Square
P.O. Box 8699                             Philadelphia, PA  19103
2301 Market Street                        (215) 963-4833
Philadelphia, PA  19101
(215) 841-4000

                         CALCULATION OF REGISTRATION FEE

                                Amount to be         Proposed maximum           Proposed maximum               Amount of
Title of securities             registered           offering price                aggregate               registration fee
 to be registered                                      per share              offering price (2)
Deferred Compensation           $11,200,000                100%                    $11,200,000                   $3,394
Obligations (1)
(1)     The Deferred Compensation Obligations are unsecured obligations of PECO
         Energy Company to pay deferred compensation in the future in accordance
         with the terms of the PECO Energy  Company  Deferred  Compensation  and
         Supplemental Pension Benefit Plan.

 (2)     Estimated solely for the purpose of determining the registration fee.
PART I

                  The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to  participating  employees  as  specified by
Rule 428(b)(1) of the Securities  Act of 1933, as amended.  These  documents and
the  documents  incorporated  by  reference  into  this  Registration  Statement
pursuant to Item 3 of Part II of this  Registration  Statement,  taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  filed with the SEC pursuant to Section 13 of
the  Exchange Act by PECO Energy (File No.  1-1401) are  incorporated  herein by
reference:

         1. PECO Energy's Annual Report on Form 10-K for the year ended December
         31,  1996;  2.  PECO  Energy's  Quarterly  Report  on Form 10-Q for the
         quarter ended March 31, 1997; and 3. PECO Energy's  Current  Reports on
         Form 8-K dated January 23, 1997, January 24, 1997, January 30,
              1997,  February 21, 1997, February 27, 1997, March 25, 1997, April
              1, 1997, April 14, 1997, April 25, 1997, May 8, 1997, May 12, 1997
              and May 22, 1997.

         Each  document  filed  subsequent  to the  date  of  this  registration
statement pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act and
prior to the  termination of the offering shall be deemed to be  incorporated by
reference  in this  registration  statement  and shall be a part hereof from the
date of filing of such document. Any statement contained herein or in a document
all or a  portion  of which is  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.

         Under the PECO Energy Company  Deferred  Compensation  and Supplemental
Pension Benefit Plan (the "Plan"),  the Company will provide eligible  employees
the  opportunity to enter into agreements for the deferral of a portion of their
future cash compensation, all or a portion of their future awards under the PECO
Management  Incentive  Compensation  Plan and all or a portion of their lump sum
payments  under the  Supplemental  Pension  Benefit  provisions of the Plan. The
obligations of the Company under such  agreements  (the  "Obligations")  will be
unsecured general obligations of the Company to pay the deferred compensation in
the future in  accordance  with the terms of the Plan,  and will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from time to
time outstanding.

         The  amount  of  compensation  to be  deferred  by  each  participating
employee will be  determined  in accordance  with the Plan based on elections by
the employee.  Each Obligation will be payable upon termination of employment or
retirement in accordance  with the terms of the Plan.  The  Obligations  will be
indexed to one or more  Earnings  Options  individually  chosen by each employee
participant  from the list of  mutual  funds  available  under  the PECO  Energy
Company  Employee Savings Plan. Each employee  participant's  Obligation will be
adjusted to reflect the investment  experience of the selected Earnings Options,
including any appreciation or  depreciation.  The Company is under no obligation
to invest in such Earnings  Options.  The Obligations will be denominated and be
payable in United States dollars.

         An employee participant's right or the right of any other person to the
Obligations  cannot  be  assigned,  alienated,  sold,  garnished,   transferred,
pledged,  or encumbered  except by a written  designation of a beneficiary under
the  Plan,  by the  terms  of the  Plan  in the  event  there  is no  designated
beneficiary or by court order in the case of marital dispute.

         The Obligations are not subject to redemption,  in whole or in part, at
the option of the Company prior to termination of employment,  retirement or the
individual  payment dates  specified by the  participating  employees.  The Plan
provides certain default distribution methods; however, participant may elect to
receive a  distribution  under the Plan in such manner as is  acceptable  to the
Plan Administrator.  In addition, the Plan Administrator may, in its discretion,
direct  that a  participant  be paid an amount  (not to exceed  his  Obligation)
sufficient  to meet a  financial  hardship  as defined in the Plan.  The Company
reserves  the right to amend or terminate  the Plan at any time,  except that no
such amendment or termination  shall (i) result in the  distribution  of amounts
credited  to a  participant's  deferral  account  in any  manner  other  than as
provided in the Plan,  or (ii)  reduce the  availability  of amounts  previously
deferred.  The rules  relating  to  distribution  may be  generally  altered  or
specifically  waived by the Plan  Administrator in its sole discretion,  but may
not  reduce  the  availability  of  amounts  previously  deferred  unless  it is
necessary to do so to preserve the tax deferral on amounts deferred.

         The  Obligations  are not  convertible  into  another  security  of the
Company.  The Obligations  will not have the benefit of a negative pledge or any
other  affirmative or negative  covenant on the part of the Company.  No trustee
has been  appointed  having the  authority  to take action  with  respect to the
Obligations  and  each  employee  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.
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Sections 1741 and 1742 of the Pennsylvania  Business Corporation Law of
1988, as amended (the "PBCL") provide that a business  corporation may indemnify
directors and officers against  liabilities they may incur as such provided that
the  particular  person acted in good faith and in a manner he or she reasonably
believed  to be in, or not opposed to, the best  interests  of the  corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  In general, the power to indemnify under these
sections does not exist in the case of actions  against a director or officer by
or in the  right  of  the  corporation  if  the  person  otherwise  entitled  to
indemnification  shall have been adjudged to be liable to the corporation unless
it is judicially  determined that,  despite the adjudication of liability but in
view of all the  circumstances  of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses.  The corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions  against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.

         Section  1713 of the PBCL  permits  the  shareholders  to adopt a bylaw
provision  relieving a director  (but not an officer) of personal  liability for
monetary  damages  except where (i) the  director  has  breached the  applicable
standard  of care,  and (ii)  such  conduct  constitutes  self-dealing,  willful
misconduct  or  recklessness.  The statute  provides  that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.

         Section  1746 of the  PBCL  grants a  corporation  broad  authority  to
indemnify its directors,  officers and other agents for liabilities and expenses
incurred in such capacity,  except in circumstances  where the act or failure to
act giving rise to the claim for  indemnification  is  determined  by a court to
have constituted willful misconduct or recklessness.

         Section 1747 of the PBCL permits a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of  another  corporation  or other
enterprise,  against any liability  asserted against such person and incurred by
him in any such capacity,  or arising out of his status as such,  whether or not
the  corporation  would  have the power to  indemnify  the person  against  such
liability under the provisions described above.

         PECO Energy's Bylaws provide that PECO Energy is obligated to indemnify
directors  and officers and other  persons  designated by the Board of Directors
against any liability including any damage, judgment, amount paid in settlement,
fine, penalty, cost or expense (including,  without limitation,  attorneys' fees
and  disbursements)  incurred  in  connection  with any  proceeding.  The Bylaws
provide  that no  indemnification  shall be made where the act or failure to act
giving rise to the claim for  indemnification  is determined by  arbitration  or
otherwise to have constituted willful misconduct or recklessness or attributable
to receipt from PECO Energy of a personal  benefit to which the recipient is not
legally entitled.

         As permitted by PBCL Section 1713,  PECO Energy's  Bylaws  provide that
directors  generally  will not be liable  for  monetary  damages  in any  action
whether  brought by  shareholders  directly or in the right of PECO Energy or by
third parties unless they fail in the good faith  performance of their duties as
fiduciaries  (the standard of care  established  by the PBCL),  and such failure
constitutes  self-dealing,  willful misconduct or recklessness.  The PBCL states
that this  exculpation  from liability does not apply to the  responsibility  or
liability of a Director  pursuant to any criminal  statute or the liability of a
Director  for the payment of taxes  pursuant to Federal,  state or local law. It
may  also  not  apply to  liabilities  imposed  upon  directors  by the  Federal
securities  laws.  PBCL  Section  1715(d)  creates  a  presumption,  subject  to
exceptions, that a Director acted in the best interests of the corporation. PBCL
Section  1712,  in  defining  the  standard  of  care  a  Director  owes  to the
corporation,  provides  that a Director  stands in a  fiduciary  relation to the
corporation  and must  perform  his duties as a  Director  or as a member of any
committee of the Board in good faith,  in a manner he reasonably  believes to be
in  the  best  interests  of the  corporation  and  with  such  care,  including
reasonable inquiry, skill and diligence,  as a person of ordinary prudence would
use under similar circumstances.

         PECO Energy has purchased directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The  exhibits  filed  as  part of this  Registration  Statement  are as
follows:

Exhibit
Number                              Exhibit
-------                             -------

   5  Opinion of Morgan, Lewis & Bockius, LLP re: legality

23.1  Consent of Morgan, Lewis & Bockius, LLP (included in Exhibit 5)

23.2  Consent of Coopers & Lybrand L.L.P.

  24  Powers of Attorney

  99  PECO Energy Company Deferred Compensation and Supplemental Pension
      Benefit Plan
Item 9.  Undertakings.

                      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; 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 subparagraphs (a)(1)(i) 
and (a)(1)(ii) of this section do not  apply  if the  information  required  to 
be  included  in a  post-effective amendment by those  subparagraphs  is 
contained in periodic reports filed by the Registrant  pursuant to Section 13 or
Section 15(d) of the  Securities  Exchange Act of 1934 that are incorporated by
reference in the registration statement.

                              (2)  That, for the 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 that remain 
unsold at the termination of the offering. 

The undersigned Registrant hereby undertakes that, for the purpose of 
determining any liability  under the  Securities  Act of 1933,  each filing of 
the  Registrant's annual  report  pursuant  to Section  13(a) or Section  15(d) 
of the  Securities Exchange  Act of 1934 (and 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 this registration 
statement shall be deemed to be a new  registration  statement  relating to the 
securities  offered herein and the offering of such  securities at that time 
shall be deemed to be the initial bona fide offering thereof.

                      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  Act 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 Act and will be governed by the final adjudication of
such issue.
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 Philadelphia, Pennsylvania, on the 23rd day of May 1997.

                                                PECO ENERGY COMPANY

                                               By:      /s/ J. F. Paquette, Jr.
                                                ----------------------------
                                                  J. F. Paquette, Jr.
                              Chairman of the Board

                      KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose
signature appears below constitutes and appoints C. A. McNeill, Jr. and J. F. 
Paquette, Jr., or either of them, his true and lawful attorneys-in-fact and 
agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration Statement
and to each Registration Statement amended hereby, and to file the same, with 
all exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents, and each of them, full power and authority to do and perform each and 
every act and thing requisite and necessary to be done in and about the 
premises, as fully to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and 
agents or any of them, or their or his substitute or substitutes, may lawfully 
do or cause to be done by virtue thereof.

                      Pursuant to the requirements of the Securities Act 1933, 
this Registration Statement has been signed below by the following  persons in 
the  capacities and on the date indicated.

Signature                  Capacity                                   Date

/s/ J. F. Paquette, Jr.    Chairman of the Board and Director       May 23, 1997
------------------
J. F. Paquette, Jr.

/s/ C. A. McNeill, Jr.     President, Chief Executive Officer and   May 23, 1997
-----------------          Director (Principal Executive Officer)
C.A. McNeill, Jr.          

/s/ K. G. Lawrence         Senior Vice President - Finance and Chief
------------------         Financial Officer (Principal Financial and
 K. G. Lawrence            Accounting Officer)                      May 23, 1997

This registration statement has also been signed by C. A. McNeill, Jr.,
Attorney-in-Fact, on behalf of the following Directors on the date indicated:

                  Susan W. Catherwood                     James A. Hagen
                  M. Walter D'Alessio                     Kinnaird R. McKee
                  G. Fred DiBona                          Joseph J. McLaughlin
                  R. Keith Elliott                        ohn M. Palms
                  Richard G. Gilmore                      Ronald Rubin
                  Richard H. Glanton                      Robert Subin

By:      /s/ C. A. McNeill, Jr.                                     May 23, 1997
         -----------------------
         C. A. McNeill, Jr.
         (Attorney-in-Fact)
INDEX TO EXHIBITS

                                                                Sequentially
Exhibit                                                            Number
Number                   Exhibit                                    Page
-------                  -------                                   -------

   5                  Opinion of Morgan, Lewis & Bockius LLP
                      re: legality

23.1                  Consent of Morgan, Lewis & Bockius, LLP
                      (included in Exhibit 5)

23.2                  Consent of Coopers & Lybrand L.L.P.

  24                  Powers of Attorney

  99                  PECO Energy Company Deferred Compensation
                      and Supplemental Pension Benefit Plan