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
incorporation or organization)                            Identification No.)

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

                               PECO ENERGY COMPANY
                UNFUNDED DEFERRED COMPENSATION PLAN FOR DIRECTORS
                            (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>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

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

<S>                                   <C>                       <C>                      <C>                           <C> 
Deferred Compensation                 $360,000                  100%                     $360,000                      $109
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  Unfunded  Deferred  Compensation  Plan for
Directors .
(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 Unfunded  Deferred  Compensation Plan for
Directors  (the  "Plan"),  the  Company  will  provide  eligible  directors  the
opportunity  to enter into  agreements  for the  deferral  of a portion of their
future  directors'  fees. 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 fees to be deferred by each  participating  director will
be determined  in  accordance  with the Plan based on elections by the director.
Each  Obligation  will be payable  upon  termination  of service as a  director,
termination  of the  participant's  full-time  employment  by the Company or the
participant's  65th  birthday  in  accordance  with the terms of the  Plan.  The
Obligations will be indexed to one or more Earnings Options  individually chosen
by each  participant  from the list of  mutual  funds  available  under the PECO
Energy Company  Employee  Savings Plan.  Each  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.

         A director  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  service  as a  director,
termination of employment, attainment of age 65, or the individual payment dates
specified by the  participating  directors.  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  director  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 Unfunded Deferred Compensation Plan for
         Directors

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


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

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

         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                        John 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                                                             Numbered
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 Unfunded Deferred
                      Compensation Plan for Directors




</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REG. STMNT- UNFUNDED COMP PLAN", "secsgml_size_bytes": 23918}]
{"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": "333-27805", "film-number": "97614030"}, "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
incorporation or organization)                            Identification No.)

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

                               PECO ENERGY COMPANY
                UNFUNDED DEFERRED COMPENSATION PLAN FOR DIRECTORS
                            (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

     Title of securities            Amount to be          Proposed maximum           Proposed maximum               Amount of
       to be registered              registered            offering price               aggregate                registration fee
                                                             per share              offering price (2)
Deferred Compensation                 $360,000                  100%                     $360,000                      $109
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  Unfunded  Deferred  Compensation  Plan for
Directors .
(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 Unfunded  Deferred  Compensation Plan for
Directors  (the  "Plan"),  the  Company  will  provide  eligible  directors  the
opportunity  to enter into  agreements  for the  deferral  of a portion of their
future  directors'  fees. 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 fees to be deferred by each  participating  director will
be determined  in  accordance  with the Plan based on elections by the director.
Each  Obligation  will be payable  upon  termination  of service as a  director,
termination  of the  participant's  full-time  employment  by the Company or the
participant's  65th  birthday  in  accordance  with the terms of the  Plan.  The
Obligations will be indexed to one or more Earnings Options  individually chosen
by each  participant  from the list of  mutual  funds  available  under the PECO
Energy Company  Employee  Savings Plan.  Each  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.

         A director  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  service  as a  director,
termination of employment, attainment of age 65, or the individual payment dates
specified by the  participating  directors.  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  director  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 Unfunded Deferred Compensation Plan for
         Directors

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

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

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

         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                        John 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                                                             Numbered
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 Unfunded Deferred
                      Compensation Plan for Directors