CERTIFICATE OF TRUST

                     OF PECO ENERGY CAPITAL TRUST III


         THIS Certificate of Trust of PECO Energy Capital Trust
III (the "Trust"), dated as of March 13, 1998, is being duly
executed and filed by First Union Trust Company, National
Association, a national association, as trustee, to form a
business trust under the Delaware Business Trust Act (12 Del. C.
Section 3801, et seq.).

         1.   Name.  The name of the business trust formed
hereby is PECO Energy Capital Trust III.

         2.   Delaware Trustee.  The name and business address
of the trustee of the Trust with a principal place of business in
the State of Delaware are First Union Trust Company, National
Association, One Rodney Square, 920 King Street, First Floor,
Wilmington, Delaware 19801, Attention: Corporate Trust
Administration.

         IN WITNESS WHEREOF, the undersigned, being the sole
trustee of the Trust, has executed this Certificate of Trust as
of the date first-above written.

                        FIRST UNION TRUST COMPANY,
                        NATIONAL ASSOCIATION, not in its
                        individual capacity but solely as
                        trustee



                        By:  /s/   Edward L. Truitt, Jr.
                             ________________________________
                             Name: Edward L. Truitt, Jr.
                             Title:  Assistant Vice President