UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-Q/A
                                Amendment No. 1

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number: 1-1401

                               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.)

              2301 Market Street, Philadelphia, PA        19103
           (Address of principal executive offices)    (Zip Code)

                                 (215) 841-4000
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                              Yes   _X_           No  ___

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:

The Company had 191,812,306 shares of common stock outstanding on May 7, 1999.




     PECO Energy Company, with this Form 10-Q/A, hereby changes the signatory of
this Form 10-Q from Jean H. Gibson, Vice President and Controller, to Michael J.
Egan, Senior Vice President and Chief Financial Officer.


                                   Signatures

     Pursuant  to  requirements  of the  Securities  Exchange  Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                    PECO ENERGY COMPANY
                                    /s/ Michael J. Egan
                                    -------------------------
                                    MICHAEL J. EGAN
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

Date:  May 18, 1999