FORM 8-K





                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549




                                 CURRENT REPORT




                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934




                          Date of Report: July 17, 1998




                               PECO ENERGY COMPANY
             (Exact name of registrant as specified in its charter)




                         PENNSYLVANIA 1-1401 23-0970240
                       (State or other (SEC (IRS Employer
                   jurisdiction of file number) Identification
                             incorporation) Number)




              230l Market Street, Philadelphia, Pennsylvania 19101
               (Address of principal executive offices) (Zip Code)




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



<PAGE>

Item 5.  Other Events
On July 17, 1998,  AmerGen  Energy  Company,  LLC  (AmerGen),  the joint venture
between  PECO  Energy and  British  Energy,  entered  into a Letter of Intent to
purchase  the Three  Mile  Island  Unit 1 Nuclear  Generating  Station  (TMI-1),
currently  owned and operated by GPU Inc.'s  electric  operating  subsidiaries -
Jersey  Central  Power  &  Light  Company,   Metropolitan   Edison  Company  and
Pennsylvania Electric Company.

   -   Following  execution of a Definitive  Agreement and subject to regulatory
       approval, at financial closing AmerGen will pay GPU $23.0 million for the
       plant.  For the  nuclear  fuel in the  reactor,  AmerGen  will pay  $77.6
       million in five equal annual  installments  of $15.52  million  beginning
       December 31, 2000.

  -    GPU will  provide  sufficient  funds to  decommission  the plant,  at the
       expected end of life on the basis of the currently approved
       decommissioning cost estimates.

       -   GPU will make,  at closing,  additional  deposits to  decommissioning
           trust funds so that at financial closing the qualified fund will have
           a balance of $138  million  and the  non-qualified  fund a balance of
           $182 million.

       -   The parties  prefer that GPU  transfer the  decommissioning  funds to
           AmerGen at closing so that  responsibility and ownership of the funds
           would be with the  owner  of  TMI-1.  This  alternative  may  require
           changes to current tax laws and regulations relating to such funds or
           IRS  rulings.  The  parties  will work  together  to bring about such
           changes and to obtain such rulings to accomplish  the transfer of the
           funds in the most efficient manner.

       -   If the decommissioning  trust funds cannot be transferred to AmerGen,
           GPU will manage the funds with  AmerGen's  concurrence  to assure the
           availability of sufficient funds to decommission TMI Unit 1 after the
           end of its operations.

   -   Closing is anticipated in the fourth quarter of 1999.

   -   The  Definitive  Agreement  will  provide  for GPU  Energy's  purchase of
       capacity  and energy from TMI-1 for the two-year  period  January 1, 2000
       through December 31, 2001,  assuming a financial  closing on December 31,
       1999.

   -   AmerGen expects to sell energy into the wholesale market beyond 2001.

   -   A price  adjustment  formula  will  allow  GPU to share in  market  price
       benefits for the period 2002 to 2010.

   -   The Definitive Agreement will contain provisions which make the financial
       closing subject to, among other things,  receipt of all necessary federal
       and state  regulatory  approvals  including  approvals  from the  Nuclear
       Regulatory  Commission,  the Federal Energy  Regulatory  Commission,  the
       Securities  and Exchange  Commission,  the  Pennsylvania  Public  Utility
       Commission and the New Jersey Board of Public  Utilities and  appropriate
       rulings from the Internal Revenue Service. In addition, the parties shall
       make  all  necessary  filings  under  the   Hart-Scott-Rodino   Antitrust
       Improvements Act.


<PAGE>

   -   GPU shall continue to be the owner and licensee of Three Mile Island Unit
       2 (TMI-2) and no responsibilities or liabilities  relating to TMI-2 shall
       be transferred to AmerGen.  AmerGen will provide  certain  monitoring and
       maintenance  services for TMI-2 and will be  compensated  by GPU for such
       services.

   -   AmerGen will employ all GPU nuclear  employees  located at TMI-1,  except
       those  assigned to the  dismantlement  of TMI-2,  at  financial  closing.
       AmerGen  will  also  have  the  opportunity  to  offer  positions  to GPU
       Nuclear's Parsippany  headquarters staff. AmerGen will accept the current
       collective  bargaining  agreement covering TMI-1 union employees and will
       recognize the union as the bargaining agent for these employees.

<PAGE>






                                   SIGNATURES




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




                                                           PECO ENERGY COMPANY


                                                          \S\ J. Barry Mitchell
                                                         -----------------------
                                                         Vice President, Finance
                                                               and Treasurer

July 17, 1998