PECO ENERGY COMPANY

                       2301 MARKET STREET

                         P.O. BOX 8699

                    PHILADELPHIA, PA  19101

              (215) 841-4000  FAX: (215) 568-3389


						Todd D. Cutler
						Assistant General Counsel

								
						January 2, 1998


Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

RE:  File No. S7-25-97

Ladies and Gentlemen:

On behalf of PECO Energy Company (the "Company"), I write in
support of the comments submitted by the American Society of
Corporate Secretaries (the "Society") in its letter dated
December 8, 1997.  PECO Energy, on average, receives three
to five shareholder proposals per year.   Although rule 14a-
8 works well overall, the rule often compels the inclusion
of certain proposals with little relevance to our business
or little overall shareholder support.  For example, since
1994, one of our shareholders has submitted a proposal
regarding board eligibility.   Although the proposal has
never garnered much support, it has received slightly more
than the necessary ten percent requirement in the past two
years.  The rule therefore compels the Company to accept
this resubmitted proposal, despite that over 88 percent of
votes cast at the annual meetings consistently have been
cast against it.  We, therefore, support increasing the
thresholds for resubmitting shareholder proposals and
expanding the relevance exclusion as outlined in the
Society's letter.

We share the Society's concern regarding the shareholder
override provision.  No justification has been provided for
such an extraordinary device.  We believe that such a device
is inappropriate in the context of a shareholder democracy
and urge the Commission to either reject this aspect of the
reform proposal or significantly increase the level of
shareholder support required for override to at least 10
percent of the shares outstanding.

Finally, although we concur that there needs to be
clarification of the rules concerning a company's discretion
to vote uninstructed proxies when a proponent acts outside
the scope of rule 14a-8, for the reasons stated in the
Society's letter, we believe that the proposed amendment of
rule 14a-4 is unworkable and should not be adopted.

We applaud the Commission's initiative in addressing the
shareholder proposal process and believe that the reform
proposal is a thoughtful and good-faith effort to address
the concerns of diversified groups.  We recognize that it is
difficult to fashion process improvements in such a
sensitive area.  As stated in the Society's letter, the
Company believes that reform of rule 14a-8 must be
comprehensive in order to be effective.  With that
expectation, the Company appreciates the opportunity to
offer its comments and will work with the Commission and the
Society to improve the shareholder proposal process.

Sincerely,

/s/ Todd D. Cutler

cc:  D.C. Nordlund
     J.W. Durham
     K.K. Combs
     E.J. Cullen, Jr.