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: October 15, 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
As previously  reported in the Company's  Current  Report on Form 8-K dated July
17, 1998, AmerGen Energy Company,  LLC (AmerGen),  the joint venture between the
Company and British Energy Company,  entered into a Letter of Intent to purchase
Unit  No.  1 at the  Three  Mile  Island  Nuclear  Generating  Station  (TMI-1),
currently  owned by GPU Inc.'s  electric  utility  subsidiaries - Jersey Central
Power & Light Company,  Metropolitan  Edison Company and  Pennsylvania  Electric
Company (GPU), and operated by GPU Nuclear, Inc., another GPU, Inc. subsidiary.

On  October  15,  1998,  AmerGen  and GPU  signed a  definitive  asset  purchase
agreement to purchase TMI-1.

Agencies which must approve the sale include 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.  Target date for final  regulatory  approvals  is mid-year
1999.

Until the sale is completed, GPU and GPU Nuclear, Inc. will continue to be fully
responsible for the ownership and operation of TMI-1.  The sale does not include
the shut down TMI Unit No. 2, which will continue to be owned by GPU.

The  definitive  agreement  affirms the sale price of $100 million - $23 million
for the  reactor  and $77  million,  payable  over five  years,  for the plant's
nuclear  fuel.  The ultimate  sale price will be partly  determined  by possible
additional  payments  depending  on the actual  energy  market  clearing  prices
through 2010. AmerGen will assume full responsibility for the decommissioning of
TMI-1, which will be pre-funded by GPU.

The agreement includes a power purchase agreement in which GPU will purchase the
energy and capacity from TMI-1 from closing through December 31, 2001.



<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

October 19, 1998