Exhibit (10)-32
                                                     Commonwealth Edison Company
                                                     Form 10-K  File No. 1-1839


                    [Commonwealth Edison/Unicom Letterhead]



                                March 24, 1997


Mr. Leo F. Mullin
548 Maple Street
Winnetka, Illinois 60093

Dear Mr. Mullin:

The purpose of this letter is to confirm our agreement with respect to your
employment as Vice Chairman of Unicom Corporation and its subsidiary,
Commonwealth Edison Company (collectively, the "Company").

We have agreed that the surviving spouse benefit provided in the last sentence
of paragraph 9 of the November 14, 1995 letter agreement will be payable to your
spouse in the event you die while in the employ of the Company, whether you die
before or after completing five years of service, and will be 50% of the amount
to which you would be entitled. Solely for the purpose of determining your
spouse's benefit in the event you die while in the employ of the Company before
completing five years of service, you will be deemed to have completed five
years of service on the day prior to your date of death.

We also have agreed that the word "death" will be stricken from the first
sentence of paragraph 11 of the November 14, 1995 letter agreement.

All other terms of the November 14, 1995 letter agreement remain unaffected by
these changes.

If the above is consistent with the agreement reached in our discussion, please
countersign in the space provided below.

Sincerely,

James J. O'Connor
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James J. O'Connor
Chairman and Chief Executive Officer

Leo F. Mullin
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Leo F. Mullin
Vice Chairman