Exhibit 10-8



                             AMENDMENT NO. 1 TO THE
               AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
                          OF PECO ENERGY CAPITAL, L.P.


          This Amendment No. 1 to the Amended and Restated Limited Partnership
Agreement of PECO Energy Capital, L.P., a Delaware limited partnership (the
"Partnership"), dated as of October 20, 1995 (this "Amendment"), is made by and
among PECO Energy Capital Corp., as general partner of the Partnership, and the
Persons who are limited partners of the Partnership.

          WHEREAS, PECO Energy Capital Corp. and PECO Energy Company have
heretofore formed a limited partnership pursuant to the Delaware Act, by filing
a Certificate of Limited Partnership of the Partnership with the Secretary of
State of the State of Delaware on May 23, 1994, and entering into a Limited
Partnership Agreement of the Partnership, dated as of May 23, 1994 (the
"Original Agreement");

          WHEREAS, the Original Agreement was amended and restated in its
entirety by the Amended and Restated Limited Partnership Agreement of the
Partnership, dated as of July 25, 1994 (the "Partnership Agreement");

          WHEREAS, upon the admission of one Preferred Partner as a limited
partner of the Partnership, the Class A Limited Partner withdrew from the
Partnership as a limited partner of the Partnership and has no further interest
in the Partnership;

          WHEREAS, the parties hereto desire to amend the Partnership Agreement
as described herein; and

          WHEREAS, this Amendment does not adversely affect the powers,
preferences or special rights of any series of Preferred Partner Interests.

          NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree to amend the Partnership Agreement as follows:

                              ARTICLE I- AMENDMENTS

          1.1. Article I of the Partnership Agreement is hereby amended to add a
new definition of "Global Certificate" in its proper alphabetical order to read
as follows:

               "Global Certificate" shall mean a Certificate issued in the form
               of a typewritten Certificate or Certificates representing the
               Book Entry Interests to be delivered to a Clearing Agency in
               accordance with Section 14.04.

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          1.2. Section 2.03 of the Partnership Agreement is hereby amended by
inserting "(a)" immediately before the first sentence thereof and by adding a
new subsection to said section to be designated as subsection "(b)" to read as
follows:

                              (b) In furtherance of the purposes set forth in
               Section 2.03(a) and without limiting the generality thereof, the
               Partnership may issue Preferred Partner Interests for
               consideration other than cash, including Subordinated Debentures,
               which consideration shall constitute payment for the Preferred
               Partner Interests so issued.

          1.3. The last sentence of Section 3.01 of the Partnership Agreement is
hereby deleted in its entirety and replaced with the following:

               Each Preferred Partner, or its predecessor in interest, will be
               deemed to have contributed to the capital of the Partnership the
               amount of the Purchase Price for the Preferred Partner Interests
               held by it.

          1.4. Section 8.04 of the Partnership Agreement is hereby amended by
(i) redesignating paragraph (h) thereof as paragraph (i), (ii) deleting the word
"and" at the end of paragraph (g), and (iii) adding a new paragraph (h) to read
as follows:

               (h) Enter into and perform one or more trust agreements or other
               organizational documents relating to the creation of one or more
               Preferred Partners that will own Preferred Partner Interests,
               including by entering into and performing agreements or documents
               referred to in such trust agreements or other organizational
               documents, in each case on behalf of the Partnership; and

          1.5. Section 14.04(d) of the Partnership Agreement is hereby amended
by deleting the word "To" contained therein and substituting therefor the words
"Subject in all respects to Section 14.07, to".

          1.6. The Partnership Agreement is hereby amended by adding a new
Section 14.07 in its proper numerical order to read as follows:

                              Section 14.07. Definitive Certificates on Original
               Issuance. Notwithstanding anything in this Agreement to the
               contrary, including, without limitation, Sections 14.04, 14.05
               and 14.06, on original issuance, Certificates may but need not be
               issued to The Depository Trust Company in the form of a Global
               Certificate or Global Certificates in accordance with

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               Section 14.04, and may but need not be issued to any Person in
               the form of a Definitive Certificate or Definitive Certificates
               in accordance with this Section 14.07. Without limiting the
               generality of the foregoing, in connection with the original
               issuance of Certificates as Definitive Certificates in accordance
               with this Section 14.07, (i) a Clearing Agency or a nominee of
               the Clearing Agency that is a limited partner of the Partnership
               in accordance with Sections 14.03 and 14.04 with respect to one
               or more series of Preferred Partner Interests shall continue to
               be a limited partner of the Partnership notwithstanding the fact
               that another Person holding a Definitive Certificate issued in
               accordance with this Section 14.07 has been admitted to the
               Partnership as a limited partner of the Partnership with respect
               to one or more series of Preferred Partner Interests, and (ii)
               Sections 14.04, 14.05 and 14.06 shall be inapplicable to a Person
               holding a Definitive Certificate issued in accordance with this
               Section 14.07. The General Partner will appoint a registrar,
               transfer agent and paying agent for the Preferred Partner
               Interests. The Definitive Certificates shall be printed,
               lithographed or engraved or may be produced in any other manner
               as is reasonably acceptable to the General Partner, as is
               evidenced by its execution thereof. Registration of transfers of
               Preferred Partner Interests will be effected without charge by or
               on behalf of the Partnership, but upon payment of any tax or
               other governmental charges which may be imposed in relation to
               it. The Partnership will not be required to register or cause to
               be registered the transfer of Preferred Partner Interests after
               such Preferred Partner Interests have been called for redemption.
               Any Person receiving a Definitive Certificate in accordance with
               this Section 14.07 shall be admitted to the Partnership as a
               Preferred Partner pursuant to Section 2.06.

          1.7. Exhibit A to the Partnership Agreement is hereby amended (a) by
deleting the reference to "Cede & Co." contained therein and substituting for
such reference a "________________," by deleting the reference to "1994"
contained in the 31st line of the first paragraph thereof and substituting for
such reference "199_," and (c) by deleting the reference to "1994" contained in
the last paragraph thereof and substituting for such reference "199_."

                           ARTICLE II - MISCELLANEOUS

          2.1. Capitalized Terms. Capitalized terms used herein and not
otherwise defined are used as defined in the Partnership Agreement.

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          2.2. Full Force and Effect. Except to the extent modified hereby, the
Partnership Agreement shall remain in full force and effect.

          2.3. Successors and Assigns. This Amendment shall be binding upon, and
shall enure to the benefit of, the parties hereto and their respective
successors and assigns.

          2.4. Counterparts. This Amendment may be executed in counterparts, all
of which together shall constitute one agreement binding on all parties hereto,
notwithstanding that all such parties are not signatories to the original or
same counterpart.

          2.5. Governing Law. This Amendment shall be interpreted in accordance
with the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by such laws.

                                        GENERAL PARTNER:
                                        PECO ENERGY CAPITAL CORP.


                                        By:   /s/ J. Barry Mitchell
                                        Name:  J. Barry Mitchell
                                        Title: President


                                        PREFERRED PARTNERS:

                                        All Preferred Partners now and hereafter
                                        admitted as limited partners of the
                                        Partnership pursuant to Powers of
                                        Attorney now or hereafter executed in
                                        favor of, and delivered to, the General
                                        Partner.

                                        By:   /s/ J. Barry Mitchell
                                        Name:  J. Barry Mitchell
                                        Title: President



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