Peco Energy Co – ‘POS AM’ on 6/3/94

As of:  Friday, 6/3/94   ·   Accession #:  950159-94-20   ·   File #:  33-49887

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Registration & Prospectus                             12     59K 
 2: EX-24       Exhibit 24-1                                           1      6K 
 3: EX-24       Exhibit 24-2                                           1      5K 
 4: EX-24       Exhibit 24-3                                           1      5K 
 5: EX-24       Exhibit 24-4                                           1      5K 

POS AM   —   Registration & Prospectus
Document Table of Contents

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              Registration Statement  No. 33-49887
=========================================================================       

SECURITIES AND EXCHANGE COMMISSION                
Washington, DC  20549               
-----------------------------               

FORM S-3                

POST-EFFECTIVE AMENDMENT NO. 1                

TO                

REGISTRATION STATEMENT UNDER                
THE SECURITIES ACT OF 1933                

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

PECO ENERGY COMPANY               
(formerly known as Philadelphia Electric 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                
(215) 841-4000                
-------------------------------------------               
(Address, including zip code, and telephone number,                 
including area code, of principal executive offices)                

M. W. Rimerman Vice President - Finance and Treasurer               
P. O. Box 8699                
2301 Market Street, Philadelphia, PA 19101                
(215) 841-4000                
--------------------------------------------                
(Name and address, including zip code, and telephone number,                
including area code, of agent for service)                

with copies to:               

James W. Durham, Esq.               Robert C. Gerlach, Esq.                     
Senior Vice President and           Ballard Spahr Andrews &                     
General Counsel                     Ingersoll                             
P. O. Box 8699                      1735 Market Street, 51st Floor              
Philadelphia, PA 19101              Philadelphia, PA 19103-7599                 

=========================================================================       

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PROSPECTUS                                                                      
(Dated June 3, 1994)                                                            

PECO ENERGY COMPANY               

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

$250,000,000                
FIRST AND REFUNDING MORTGAGE BONDS                

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

PECO Energy Company (formerly known as Philadelphia Electric Company)     
(Company) intends to offer from time to time up to $250,000,000 aggregate       
principal amount of its First and Refunding Mortgage Bonds (New Bonds) in       
one or more series on terms to be determined at the time or times of            
sale. For each series of the New Bonds for which this Prospectus is being       
delivered (Offered Bonds), there will be an accompanying supplement to          
this Prospectus (Prospectus Supplement) that sets forth the particular          
series, the aggregate principal amount, maturity, interest rate, interest       
payment dates, public offering price, redemption and/or sinking fund            
terms, if any, and any other special terms of the Offered Bonds.                

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

The Company is required by law to deduct the Pennsylvania Corporate       
Loans Tax from interest payments to individuals and partnerships resident       
in Pennsylvania and to certain fiduciaries. This tax is at the annual           
rate of 4 mills ($4 on each $1,000 of the face amount).                         

In the opinion of Ballard Spahr Andrews & Ingersoll, counsel for the      
Company, the New Bonds are exempt from presently existing personal              
property taxes in Pennsylvania.                                                 

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES        
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE          
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-              
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.                 
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                 
---------------                 

The Company may sell the New Bonds through underwriters, dealers or       
agents, or directly to one or a limited number of purchasers. The               
Prospectus Supplement will set forth the names of underwriters, dealers         
or agents, if any, any applicable commissions or discounts and the net          
proceeds to the Company from the sale of the Offered Bonds. The Company         
will indemnify any underwriters of the Offered Bonds against certain            
liabilities, including liabilities under the Securities Act of 1933, as         
amended (Act).                                                                  

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STATEMENT OF AVAILABLE INFORMATION                

The Company is subject to the informational requirements of the           
Securities Exchange Act of 1934 (Exchange Act) and, in accordance               
therewith, files reports, proxy and information statements and other            
information with the Securities and Exchange Commission (SEC). Such             
reports, proxy and other information filed by the Company may be                
inspected and copied at the public reference facilities maintained by the       
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain of        
its regional offices at Suite 1400, 500 West Madison Street, Chicago,           
Illinois 60611-2511 and 7 World Trade Center, New York, New York 10048.         
Copies of such material may also be obtained from the Public Reference          
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at         
prescribed rates. Securities of the Company are listed on the New York          
and Philadelphia Stock Exchanges, where reports, proxy material and other       
information concerning the Company may be inspected.                            

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE               

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

1. the Company's Annual Report on Form 10-K for the year ended            
December 31, 1993;                                                              

2. the Company's Quarterly Report on Form 10-Q for the quarter ended      
March 31, 1994; and                                                             

3. the Company's Current Reports on Form 8-K dated March 18, 1994,        
April 14, 1994 and May 25, 1994.                                                

All documents subsequently filed by the Company pursuant to Sections      
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of       
the offering of the securities offered hereby shall be deemed to be             
incorporated by reference herein and to be a part hereof from the date of       
filing of such documents. 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 Prospectus 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 or in a Prospectus                
Supplement 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 Prospectus.                            

The Company undertakes to provide without charge to each person,          
including any beneficial owner, to whom a Prospectus is delivered, upon         
written or oral request of such person, a copy of any or all documents          
described above under "Incorporation of Certain Documents by Reference,"        
other than exhibits to such documents. Such requests should be directed         
to PECO Energy Company, Financial Division, S21-1, P.O. Box 8699,               
Philadelphia, PA 19101, (215) 841-5741.                                         

THE COMPANY               

The Company, incorporated in Pennsylvania in 1929, is an operating        
utility which provides electric and gas service to the public in                
southeastern Pennsylvania. The total area served by the Company and its         
subsidiaries covers 2,475 square miles. Electric service is supplied in         
an area of 2,340 square miles with a population of about 3,700,000,             
including 1,600,000 in the City of Philadelphia. Approximately 95% of the       
electric service area and 64% of retail kilowatthour sales are in the           
suburbs around Philadelphia and in northeastern Maryland, and 5% of the         
service area and 36% of such sales are in the City of Philadelphia. In          
1993, approximately 60% of the Company's electric output was generated          
from nuclear sources. The Company estimates for 1994 that 59% of its            
electric output will come from nuclear sources. Natural gas service is          
supplied in a 1,475-square-mile area of southeastern Pennsylvania               
adjacent to Philadelphia with a population of 1,900,000. The Company and        
its subsidiaries hold franchises to the extent necessary to operate in          
the areas served.                                                               

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The principal executive offices of the Company are located at 2301        
Market Street, Philadelphia, Pennsylvania. Its mailing address is P.O.          
Box 8699, Philadelphia, PA 19101, and its telephone number is (215) 841-        
4000.                                                                           

USE OF PROCEEDS               

The net proceeds from sale of the New Bonds will be used for the          
reduction of the outstanding amount of certain series of the Company's          
previously issued higher-interest-rate long-term debt or higher-dividend-       
rate preferred stock, and/or for general corporate purposes.                    

DESCRIPTION OF NEW BONDS AND MORTGAGE               

The New Bonds are to be issued in one or more series under the            
Company's First and Refunding Mortgage dated May 1, 1923, as amended and        
supplemented by ninety-five supplemental indentures and as proposed to be       
further amended and supplemented by one or more supplemental indentures         
relating to one or more series of Offered Bonds (herein sometimes               
referred to as the Mortgage). First Fidelity Bank, National Association,        
is Trustee under the Mortgage (Trustee). Copies of the First and                
Refunding Mortgage, the first ninety-five supplemental indentures and the       
form of the Supplemental Indenture under which each series of the New           
Bonds will be issued are on file with the SEC as exhibits to the                
Registration Statement covering the New Bonds or as exhibits to other           
documents.                                                                      

The following description of the New Bonds and brief summaries of         
certain Mortgage provisions are qualified in their entirety by the              
provisions of the Mortgage.                                                     

The New Bonds will be limited in aggregate principal amount to            
$250,000,000. The Prospectus Supplement will describe the following terms       
relating to any particular series of Offered Bonds: (i) the title of such       
Offered Bonds; (ii) the aggregate principal amount of such Offered Bonds;       
(iii) the date on which such Offered Bonds mature; (iv) the rate per            
annum at which such Offered Bonds will bear interest; (v) the dates on          
which such interest will be payable; (vi) the public offering price of          
such Offered Bonds; (vii) the redemption and/or sinking fund terms, if          
any, of such Offered Bonds; (viii) whether the Offered Bonds will be            
issued in certificated or book-entry form; and (ix) any other special           
terms.                                                                          

Interest will be paid to persons in whose names the New Bonds are         
registered on record dates fixed by the Company which must be not more          
than 14 days prior to each interest payment date. The New Bonds will be         
issued in definitive, fully registered form without coupons in                  
denominations of $1,000 or any multiple thereof and will be exchangeable        
for other New Bonds of the same series and of like aggregate principal          
amount in any such denomination, without payment of any charge other than       
a sum sufficient to reimburse the Company for any stamp tax or other            
governmental charge incident to the exchange. Both principal and interest       
on the New Bonds will be payable and transfers and exchanges of New Bonds       
may be made at the principal corporate trust offices of First Fidelity          
Bank, National Association, Philadelphia, PA and Morgan Guaranty Trust          
Company of New York, New York, NY.                                              

The Mortgage does not contain any covenant or other provision that        
specifically is intended to afford holders of the New Bonds special             
protection in the event of a highly leveraged transaction. The issuance         
by the Company of long-term debt securities requires the approval of the        
Pennsylvania Public Utility Commission (PUC), and any highly leveraged          
transaction involving an acquisition of control of the Company would            
require the approval of both the PUC and the SEC.                               

Security                                                                        

The New Bonds will be secured equally with all other bonds outstanding    
or hereafter issued under the Mortgage by the lien of the Mortgage which,       
subject to minor exceptions and certain excepted encumbrances as defined        
in the Mortgage and to the Trustee's prior lien for compensation and            
expenses, constitutes a first lien on substantially all of the Company's        
properties (including its                                                       

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undivided fractional interests in certain properties), consisting               
principally of electric generating stations, electric transmission and          
distribution lines and substations, gas production plants, gas                  
distribution facilities and general office and service buildings, other         
than property which has been released from the lien of the Mortgage in          
accordance with the terms thereof.                                              

Under the Atomic Energy Act, neither the Trustee nor any other            
transferee of the Company's property may operate a nuclear generating           
station without authorization from the Nuclear Regulatory Commission.           

The Company has pledged with the Trustee, as additional security for      
the New Bonds and all other bonds now outstanding or hereafter issued           
under the Mortgage, all of the common stock of PECO Energy Power Company        
(formerly known as Philadelphia Electric Power Company) (a subsidiary of        
the Company). The Company reserves broad rights with respect thereto,           
including the right to sell or dispose of said common stock so long as          
the Company is not in default under the terms of the Mortgage.                  

No securities may be issued by the Company which will rank ahead of       
the mortgage bonds as to security. The Company may acquire property             
subject to prior liens, but if such property is made the basis for the          
issuance of additional bonds under the Mortgage, all additional bonds           
issued under the prior lien after acquisition of the property by the            
Company must be pledged under the Mortgage (Sections 5, 6 and 7 of              
Article V).                                                                     

Authentication and Delivery of Additional Bonds                                 

The Mortgage permits the issuance from time to time of additional         
bonds thereunder without limit as to aggregate amount upon the terms and        
conditions provided in Article II thereof, which are summarized briefly         
as follows:                                                                     

Such additional bonds may be in principal amount equal to:                

(1) the principal amount of underlying bonds secured by a prior 
lien upon property acquired by the Company after March 1, 1937 and        
deposited with the Trustee under the Mortgage (paragraph (a) of           
Section 3 of Article II);                                                 

 (2) the principal amount of any such underlying bonds redeemed or
retired, or for the payment, redemption or retirement of which funds      
have been deposited in trust (paragraph (b) of Section 3 of Article       
II);                                                                      

  (3) the principal amount of bonds authenticated under the Mortgage
on or after March 1, 1937, which have been delivered to the Trustee       
(paragraph (c) of Section 3 of Article II);                               

 (4) the principal amount of bonds issued under the Mortgage on or
after March 1, 1937, which are being refunded or redeemed, if funds       
for the refunding or redemption have been deposited with the Trustee      
(paragraph (d) of Section 3 of Article II);                               

(5) an amount not exceeding 60% of the actual cost or the fair  
value, whichever is less, of the net amount of permanent additions to     
the property subject to the lien of the Mortgage, made or acquired        
after November 30, 1941, and of additional plants or property acquired    
by the Company after November 30, 1941, and to be used in connection      
with its electric or gas business as part of one connected system and     
located in Pennsylvania or within 150 miles of Philadelphia (paragraph    
(e) of Section 3 of Article II; Sections 15 and 16 of Article II); and    

   (6) the amount of cash deposited with the Trustee, which cash shall
not at any time exceed $3,000,000 or 10% of the aggregate principal       
amount of bonds then outstanding under the Mortgage, whichever is         
greater, and which cash may subsequently be withdrawn to the extent of    
60% of capital expenditures, as described in clause (5) above             
(paragraph (f) of Section 3 of Article II).                               

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No additional bonds may be issued under the Mortgage as outlined in       
clauses (5) and (6) and, in certain cases, clause (3) above, unless the         
net earnings of the Company (as defined in Section 4 of Article II),            
after deductions for amounts set aside for renewal and replacement or           
depreciation reserves and before provision for income taxes, for 12             
consecutive calendar months within the 15 calendar months immediately           
preceding the application for such bonds shall have been equal to at            
least twice the annual interest charges on all bonds outstanding under          
the Mortgage (including those then applied for) and any other bonds             
secured by a lien on property of the Company. For purposes of this test,        
the Company has not included in earnings Allowance for Funds Used During        
Construction which is included in net income in the Company's                   
consolidated financial statements in accordance with the prescribed             
system of accounts. The coverages under the earnings test of the Mortgage       
and the ratios of earnings to fixed charges are included under "Part I,         
Item 1. Business-Capital Requirements and Financing Activities" of the          
Company's Annual Report to the SEC on Form 10-K and under "Part I.              
Financial Information, Item 7. Management's Discussion and Analysis of          
Financial Condition and Results of Operations" of the Company's Quarterly       
Reports to the SEC on Form 10-Q described above under "Incorporation of         
Certain Documents by Reference." At December 31, 1993, the Company had at       
least $918 million of available property additions (the most restrictive        
issuance test of the Mortgage at December 31, 1993) against which $551          
million of mortgage bonds could have been issued (see clause (5) above).        
In addition, at December 31, 1993, the Company was entitled to issue            
approximately $3.2 billion of mortgage bonds, without regard to the             
earnings and property additions tests, against previously retired               
mortgage bonds.                                                                 

Release and Substitution of Property                                            

The Company, while no event of default exists, may obtain the release     
of the lien of the Mortgage on mortgaged property which is sold or              
exchanged upon the deposit or pledge with the Trustee of cash or purchase       
money obligations or, in certain instances, upon the substitution of            
other property of equivalent value (Sections 1, 2 and 3 of Article VI).         
The Mortgage also contains certain requirements relating to the                 
withdrawal or application of proceeds of released property and other            
funds held by the Trustee (Section 4 of Article VI).                            

Corporate Existence                                                             

The Company may consolidated or merge with or into or convey, transfer    
or lease all of the mortgaged property as an entirety or substantially as       
an entirety to any corporation lawfully entitled to acquire or lease and        
operate the property, provided that such consolidation, merger,                 
conveyance, transfer or lease in no respect impairs the lien of the             
Mortgage or any rights or powers of the Trustee or the holders of the           
outstanding mortgage bonds and provided that such successor corporation         
executes and causes to be recorded an indenture which assumes all of the        
terms, covenants and conditions of the Mortgage and any supplement              
thereto (Sections 1 and 2 of Article VII).                                      

Defaults                                                                        

Events of default are defined in the Mortgage as (a) default for 60       
days in the payment of interest on bonds or sinking fund deposits under         
the Mortgage, (b) default in the payment of principal of bonds under the        
Mortgage, (c) default in the performance of any other covenant in the           
Mortgage continuing for a period of 60 days after written notice from the       
Trustee, and (d) certain events of bankruptcy, insolvency or                    
reorganization, but in the case of reorganization only so long as the           
Company's First and Refunding Mortgage Bonds 13.05% Series due 1994 are         
outstanding (Section 2 of Article VIII).                                        

Upon the authentication and delivery of additional bonds and the          
release of cash or property, the Company is required to file with the           
Trustee documents and reports with respect to the absence of default.           

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Rights of Bondholders upon Default                                              

The holders of a majority in principal amount of all the outstanding      
mortgage bonds may, upon the occurrence of an event of default, require         
the Trustee to accelerate the maturity of the bonds (Section 2 of Article       
VIII) and to enforce the lien of the Mortgage (Section 5 of Article             
VIII). Any such acceleration of the maturity of the bonds may, prior to         
any sale under the Mortgage, and upon the remedying of all defaults, be         
annulled by the holders of at least a majority of the outstanding bonds         
(Section 22 of Article VIII). The Mortgage permits the Trustee to require       
indemnity before proceeding to enforce the lien of the Mortgage (Sections       
5 and 7 of Article VIII).                                                       

Amendments                                                                      

The Company and the Trustee may amend the Mortgage without the consent    
of the holders of mortgage bonds: (1) to subject additional property to         
the lien of the Mortgage; (2) to define the covenants and provisions            
permitted under or not inconsistent with the Mortgage; (3) to add to the        
limitations of the authorized amount, date of maturity, method,                 
conditions and purposes of issue of any bonds issued under the Mortgage;        
(4) to evidence the succession of another corporation to the Company and        
the assumption by a successor corporation of the covenants and                  
obligations of the Company under the Mortgage; (5) to make such provision       
in regard to matters or questions arising under the Mortgage as may be          
necessary or desirable and not inconsistent with the Mortgage (Section 1        
of Article XI).                                                                 

In addition, when the Company's First and Refunding Mortgage Bonds of     
the 6-1/8% Series due 1997 no longer remain outstanding, the Company and        
the Trustee may amend the Mortgage or modify the rights of the holders of       
the mortgage bonds with the written consent of the holders of at least          
66-2/3% of the principal amount of the mortgage bonds then outstanding;         
provided, that no such amendment shall, without the written consent of          
the holder of each outstanding mortgage bond affected thereby: (1) change       
the date of maturity of the principal of, or any installment of interest        
on, any mortgage bond, or reduce the principal amount of any mortgage           
bond or the interest thereon or any premium payable on the redemption           
thereof, or change any place of payment where, or currency in which, any        
mortgage bond or interest thereon is payable, or impair the right to            
institute suit for the enforcement of any such payment on or after the          
date of maturity thereof; (2) reduce the percentage in principal amount         
of the outstanding mortgage bonds, the consent of whose holders is              
required for any amendment, waiver of compliance with the provisions of         
the Mortgage or certain defaults and their consequences; (3) modify any         
of the amendment provisions or Section 22 of Article VIII (relating to          
waiver of default), except to increase any such percentage or to provide        
that certain other provisions of the Mortgage cannot be modified or             
waived without the consent of the holder of each mortgage bond affected         
thereby (Sections 2 and 3 of Article XI).                                       

Trustee                                                                         

First Fidelity Bank, National Association, the Trustee under the          
Mortgage, is also registrar and disbursing agent for the Company's              
mortgage bonds. First Fidelity Bank, National Association, is also a            
depository of the Company, from time to time makes loans to the Company,        
is trustee for three series of pollution control revenue bonds issued for       
the benefit of the Company which are secured by bonds now outstanding           
under the Mortgage and is trustee under a note indenture for the                
Company's medium-term notes collateralized by bonds issued under the            
Mortgage.                                                                       

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EXPERTS               

The consolidated financial statements and schedules of the Company        
incorporated by reference in this Prospectus have been audited by Coopers       
& Lybrand, independent accountants, for the periods indicated in their          
reports thereon which are included in the Annual Report on Form 10-K for        
the year ended December 31, 1993. The consolidated financial statements         
and schedules audited by Coopers & Lybrand have been incorporated herein        
by reference in reliance on their reports given on their authority as           
experts in accounting and auditing.                                             

LEGAL MATTERS               

Certain legal matters will be passed upon for the Company by Ballard      
Spahr Andrews & Ingersoll, Philadelphia, Pennsylvania, who will rely on         
Miles & Stockbridge as to certain matters of Maryland law and on Cahill,        
Wilinski & Cahill as to certain matters of New Jersey law. Certain legal        
matters will be passed upon for the underwriters or agents by Drinker           
Biddle & Reath, Philadelphia, Pennsylvania.                                     

The statements as to matters of law and legal conclusions under           
"Description of New Bonds and Mortgage" have been reviewed by Ballard           
Spahr Andrews & Ingersoll as to matters of Pennsylvania law, Miles &            
Stockbridge as to matters of Maryland law and Cahill, Wilinski & Cahill         
as to matters of New Jersey law, and such statements are included herein        
upon the authority of such counsel.                                             

PLAN OF DISTRIBUTION                

The Company may sell the New Bonds in one or more sales in any of the     
following ways: (i) through underwriters or dealers; (ii) directly to a         
limited number of purchasers; (iii) through agents; or (iv) any                 
combination of the above. This Prospectus will be supplemented or amended       
to set forth the terms of the offering of the Offered Bonds and the             
proceeds to the Company from such sale, any underwriting discounts and          
other terms constituting underwriters' compensation, any initial public         
offering price and any discounts or concessions allowed or reallowed or         
paid to dealers. Any initial public offering price and any discounts or         
concessions allowed or reallowed or paid to dealers may be changed from         
time to time.                                                                   

If underwriters are involved in the sale of Offered Bonds, such bonds     
will be acquired by the underwriters for their own account and may be           
resold from time to time in one or more transactions, including                 
negotiated transactions, at a fixed public offering price or at varying         
prices determined at the time of the sale. This Prospectus, as amended or       
supplemented, will name any underwriters involved in the sale and will          
set forth the obligations of any such underwriters with respect to the          
purchase of any such Offered Bonds, their intention, if any, to make a          
market in any such Offered Bonds and the anticipated nature of the              
secondary or exchange market, if applicable.                                    

The Offered Bonds may be sold directly by the Company or through          
agents designated by the Company from time to time. This Prospectus, as         
supplemented or amended, will name any agent involved in the offer or           
sale of the Offered Bonds and will set forth any commissions payable by         
the Company to any such agent and the obligations of any such agent with        
respect to the Offered Bonds.                                                   

In connection with the sale of the Offered Bonds, any underwriters or     
agents may receive compensation from the Company or from purchasers in          
the form of concessions or commissions. The Company will agree to               
indemnify any such underwriters or agents against certain liabilities,          
including liabilities under the Act, or contribute with respect to              
payments which the underwriters or agents may be required to make in            
respect thereof.                                                                

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=======================================================                         

No dealer, salesman or any other person has been                          
authorized to give any information or to make any                               
representations in connection with this offering other                          
than those contained in this Prospectus and, if given                           
or made, such information or representations must not                           
be relied upon as having been authorized by the Company                         
or by any purchaser or underwriter. This Prospectus                             
does not constitute an offer to sell or a solicitation                          
of an offer to buy any of the securities covered by                             
this Prospectus to any person in any jurisdiction in                            
which it is unlawful to make such an offer or                                   
solicitation. Neither delivery of this Prospectus nor                           
any sale made hereunder shall, under any circumstances,                         
create an implication that there has been no change in                          
the facts herein set forth since the date hereof.                               

----------                              

CONTENTS                              

                Page
                ----
Statement of Available Information . . . .      2                               
Incorporation of Certain Documents                                              
by Reference. . . . . . . . . . . . . .      2                            
The Company. . . . . . . . . . . . . . . .      2                               
Use of Proceeds. . . . . . . . . . . . . .      3                               
Description of New Bonds and                                                    
Mortgage. . . . . . . . . . . . . . . .      3                            
Experts. . . . . . . . . . . . . . . . . .      7                               
Legal Matters. . . . . . . . . . . . . . .      7                               
Plan of Distribution . . . . . . . . . . .      7                               

=======================================================                         

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=======================================================                         

PECO                              
ENERGY                              
COMPANY                               

PROSPECTUS                              

$250,000,000                              

FIRST AND REFUNDING                               
MORTGAGE BONDS                              

=======================================================                         

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS                                

ITEM 16.        Exhibits                                                        

Exhibit                                                         
Number                                                          
-------                                                         

24-1    Consent of Independent Accountants                      

24-2    Consent of Ballard Spahr Andrews & Ingersoll            

24-3    Consent of Miles & Stockbridge                          

24-4    Consent of Cahill, Wilinski & Cahill                    

POS AM
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SIGNATURES                

Pursuant to the requirements of the Securities Act of 1933, the         
registrant, PECO Energy Company (formerly known as PHILADELPHIA ELECTRIC        
COMPANY), certifies that it has reasonable grounds to believe that it           
meets all of the requirements for filing on Form S-3 and has duly caused        
this registration statement or amendment to be signed on its behalf by          
the undersigned, thereunto duly authorized in the City of Philadelphia,         
Commonwealth of Pennsylvania, on the   3rd day of June, 1994.                   

           PECO Energy Company

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

Pursuant to the requirements of the Securities Act of 1933, this        
registration statement or amendment has been signed by the following            
persons in the capacities and on the date indicated.                            

                                                                [Download Table]

    Signature                      Title                     Date        
   ----------                      -----                     -----       
                                                                         

  /s/ J.F. Paquette, Jr.                                                 
----------------------------  Chairman of the Board          June 3, 1994
J. F. Paquette, Jr.           and Director                               
                              (Principal Executive Officer)              

  /s/ C. A. McNeill, Jr.                                                 
----------------------------  President and Director         June 3, 1994
C. A. McNeill, Jr.            (Principal Operating Officer)              

  /s/ K. G. Lawrence                                                     
----------------------------  Senior Vice President-Finance  June 3, 1994
K. G. Lawrence                (Principal Financial and                   
                              Accounting Officer)                        

This registration statement or amendment has also been signed by        
J.F. Paquette, Jr., Attorney-in-Fact, on behalf of the following                
Directors on the date indicated:                                                

Susan W. Catherwood       Edithe J. Levit                 
M. Walter D'Alessio       Kinnaird R. McKee               
Richard G. Gilmore        Joseph J. McLaughlin            
Nelson G. Harris          John M. Palms                   
Joseph C. Ladd            Ronald Rubin                    

By:   /s/ J. F. Paquette, Jr.                                                   
-------------------------------                                         
J.F. Paquette, Jr.                  June 3, 1994                      
Attorney-in-Fact                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		6/3/94		2		12
		5/25/94		3					8-K,  S-3
		4/14/94		3
		3/31/94		3					10-Q
		3/18/94		3					8-K
		12/31/93		3		8			10-K,  U-3A-2,  U-3A-2/A
									List all Filings