UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2001

                                       OR

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

            THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
                               INSTRUCTION I 1(a)
         AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE
                            REDUCED DISCLOSURE FORMAT

             For the transition period from _________ to ___________

                        Commission file number: 333-58055

                          PECO Energy Transition Trust
             (Exact name of Registrant as specified in its charter)

                               Delaware 51-0382130
                  (State or other jurisdiction of (IRS Employer
               incorporation or organization) Identification No.)

                       c/o First Union Trust Company, N.A.
                       One Rodney Square, 920 King Street
                           Wilmington, Delaware 19801
               (Address of principal executive offices) (Zip Code)

                  Registrant's Telephone Number: (302) 888-7532

        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act: None

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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Aggregate  market  value of the  voting and  non-voting  common  equity  held by
non-affiliates of the registrant: None

                       DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable

<PAGE>


                          PECO Energy Transition Trust
                                    FORM 10-K
                   For the Fiscal Year Ended December 31, 2001



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                             Page

Part I
<S>                                                                                          <C>
  Item 1.  Business                                                                             1
  Item 2.  Properties                                                                           2
  Item 3.  Legal Proceedings                                                                    2
  Item 4.  Submission of Matters to a Vote of Security Holders                                  2

Part II
  Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters                2
  Item 6.  Selected Financial Data                                                              2
  Item 7.  Management's Discussion and Analysis of Financial Condition and Results
             of Operations                                                                      2
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk                           4
  Item 8.  Financial Statements and Supplementary Data                                          4
  Item 9.  Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure                                                              13

Part III
 Item 10.  Directors and Executive Officers of the Registrant                                  13
 Item 11.  Executive Compensation                                                              13
 Item 12.  Security Ownership of Certain Beneficial Owners and Management                      13
 Item 13.  Certain Relationships and Related Transactions                                      13

Part IV
 Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K                     13
</TABLE>



<PAGE>


                                     PART I

Item 1. Business.

         PECO Energy Transition Trust (PETT) is a special purpose business trust
established  under  the  laws  of the  State  of  Delaware  and a  wholly  owned
subsidiary  of PECO  Energy  Company  (PECO).  PETT was formed on June 23,  1998
pursuant to a trust  agreement,  amended and restated on May 2, 2000 and amended
on March 1, 2001, between PECO, as grantor,  First Union Trust Company, N.A., as
issuer  trustee,   and  two  beneficiary   trustees  appointed  by  PECO  (Trust
Agreement).

         PECO   is   principally   engaged   in  the   purchase,   transmission,
distribution, and sale of electricity to residential, commercial, industrial and
wholesale customers and in the purchase, distribution and sale of natural gas to
residential,  commercial  and industrial  customers in its  franchised  services
territory in southeastern Pennsylvania.  On October 20, 2000, Exelon Corporation
(Exelon)  became the parent  corporation  for each of PECO Energy Company (PECO)
and  Commonwealth  Edison  Company  (ComEd) as a result of the completion of the
transactions  contemplated  by an Agreement and Plan of Exchange and Merger,  as
amended, among PECO Unicom Corporation (Unicom) and Exelon PECO and ComEd, which
was a subsidiary of Unicom,  became the principal utility subsidiaries of Exelon
through a mandatory  exchange of each share of outstanding  common stock of PECO
for one share of common stock of Exelon and a merger of Unicom into Exelon.

         PETT was organized as a special  purpose,  bankruptcy-remote  entity to
purchase and own Intangible  Transition  Property (ITP) and to issue  transition
bonds to securitize a portion of PECO's stranded cost recovery authorized by the
Pennsylvania  Public  Utility  Commission  (PUC)  pursuant  to the  Pennsylvania
Electric  Generation  Customer Choice and Competition Act (Competition Act). The
Competition  Act,  enacted in December  1996,  allows  utilities  to recover the
anticipated  loss in value  of their  generation-related  assets  caused  by the
transition from regulated rates for generation to market pricing.

         Under its Trust Agreement with PECO, PETT is authorized to purchase and
own ITP, issue transition bonds, pledge its interest in ITP and other collateral
to the bond trustee to secure the transition bonds, and perform  activities that
are necessary and suitable to accomplish  these  purposes.  ITP  represents  the
irrevocable  right  of  PECO,  or  its  successor  or  assignee,  to  collect  a
non-bypassable  Intangible  Transition  Charge  (ITC)  from  customers.  The PUC
authorized  PETT to collect ITC in a Qualified Rate Order issued on May 14, 1998
(1998  QRO).  The 1998 QRO  authorizes  collections  of ITC to  recover up to $4
billion  of  PECO's  stranded  cost and an  amount  sufficient  to  recover  the
aggregate  principal amount of the Series 1999-A Transition Bonds (Series 1999-A
Transition  Bonds),  plus  an  amount  sufficient  to  provide  for  any  credit
enhancement,  to fund any reserves and to pay interest,  redemption premiums, if
any,  servicing fees and other expenses relating to the Series 1999-A Transition
Bonds.  The Series 1999-A  Transition Bonds are solely debt obligations of PETT.
PETT used the  proceeds of the Series  1999-A  Transition  Bonds to purchase ITP
from PECO for $4.080 billion which  represented an amount  sufficient to recover
the aggregate principal amount of the Series 1999-A Transition Bonds and related
expenses including interest and servicing fees.

         The  PUC  authorized  PETT  to  collect  additional  ITC in  the  PUC's
Qualified  Rate  Order  issued  on  March  16,  2000  (2000  QRO).  The 2000 QRO
authorizes  PETT to collect an additional $1 billion of PECO's stranded cost and
an amount  sufficient  to recover the aggregate  principal  amount of the Series
2000-A  Transition  Bonds  (Series  2000-A  Transition  Bonds),  plus an  amount
sufficient  to provide for credit  enhancement,  to fund any reserves and to pay
interest,  redemption  premiums,  if any,  servicing fees and any other expenses
relating to the Series 2000-A  Transition  Bonds.  PETT used the proceeds of the
Series 2000-A Transition Bonds to purchase $1.009 billion of ITP from PECO which
represented an amount  sufficient to recover the aggregate  principal  amount of
the Series 2000-A Transition Bonds and related expenses  including  interest and
servicing fees.

         On March 1, 2001 PETT issued $805 million of Series  2001-A  Transition
Bonds to refinance a portion of the Series 1999-A Transition Bonds.

         PETT has no employees.  PETT entered into a Master Servicing  Agreement
with PECO on March 25, 1999,  amended and restated as of May 2, 2000 and amended
on March 1, 2001,  pursuant to which PECO is required to service the collections
of securitized ITC on behalf of PETT.

                                       1
<PAGE>

         PETT's Trust Agreement  requires it to operate in such a manner that it
should not be  consolidated  in the bankruptcy  estate of PECO in the event PECO
becomes  subject to such a  proceeding,  and both PECO and PETT have treated the
transfer of ITP from PECO to PETT as a sale under the Competition Act.

         For  financial  reporting  purposes  and  Federal and  Commonwealth  of
Pennsylvania income and franchise tax purposes, the transfer of ITP from PECO to
PETT will be treated as a financing arrangement and not a sale. Furthermore, the
results of operations of PETT will be consolidated with Exelon for financial and
income tax reporting purposes.  As a special purpose business trust incorporated
in the State of Delaware, PETT is not subject to Delaware state income taxes.

         On April 1, 2002, the name of First Union will change to Wachovia Bank,
National Association.

 Item 2. Properties.

         PETT has no physical  property.  PETT's primary asset is the ITP, which
is described above in Item 1.


Item 3. Legal Proceedings.

         None.


Item 4. Submission of Matters to a Vote of Security Holders.

        Omitted pursuant to Instruction I of Form 10-K.


                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

(a) Sales of Unregistered  Securities.  PETT has no common equity. PECO has made
capital contributions to PETT aggregating $25 million as of December 31, 2001.

(b) Dividends.  The transition  bond indenture  between PECO and the Bank of New
York,  as bond  trustee,  dated  March 1, 1999,  as  supplemented  by the series
supplements  (Indenture) prohibits PETT from making any payments,  distributions
or  dividends to any holder of  beneficial  interests in PETT in respect of such
beneficial  interest  for any  calendar  month  unless no event of  default  has
occurred and is continuing thereunder and any such distributions would not cause
the book value of the remaining  equity in PETT to decline below 0.50 percent of
the original  principal  amount of all series of  transition  bonds which remain
outstanding. As of December 31, 2001, PETT has not made any distributions.

(c)  Bondholders.  As of March  29,  2002,  the sole  registered  holder  of the
transition  bonds was Cede & Co. as  nominee  of the  Depository  Trust  Company
(DTC).  Records provided by the DTC indicate that as of December 31, 2001, there
were less than 300 beneficial holders of the transition bonds.  Accordingly,  on
January 30, 2002 PETT filed a Form 15, suspending  reporting  requirements under
the Securities  Exchange Act of 1934. The transition bonds are not registered on
any national  securities  exchange and are not traded on any established trading
market.

Item 6. Selected Financial Data.

         Omitted pursuant to Instruction I of Form 10-K.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

         The  following  analysis  of the  financial  condition  and  results of
activities of PETT is in an abbreviated format pursuant to Instruction I of Form
10-K. Such analysis should be read in conjunction with the financial  statements
attached hereto and the financial statements of PECO.


                                       2
<PAGE>


         PETT is a special purpose business trust  established by PECO under the
laws of the State of Delaware and a wholly owned  subsidiary  of PECO.  On March
25,  1999 and May 2, 2000,  PETT issued  transition  bonds and  transferred  the
proceeds in exchange for all rights, title, and interest in the related ITP from
PECO to PETT. On March 1, 2001,  PETT  refinanced  $805 million of floating rate
Series 1999-A  Transition  Bonds  through the issuance of fixed-rate  transition
bonds (Series 2001-A Transition  Bonds).  Approximately 72% of the Class A-3 and
70% of the Class A-5 Series 1999-A  Transition  Bonds were redeemed.  The Series
2001-A Transition Bonds are non-callable, fixed-rate securities with an interest
rate of 6.52%. The Series 2001-A Transition Bonds have an expected final payment
date of September  1, 2010 and a  termination  date of December  31,  2010.  The
Series  2001-A  Transition  Bonds are  solely  obligations  of PETT,  secured by
intangible  transition property (ITP) sold by PECO Energy Company (PECO) to PETT
concurrently with the issuance of the Series 1999-A and Series 2000-A Transition
Bonds and  certain  other  related  collateral.  As PETT was formed for  limited
purposes,  the Statement of Changes in Net Assets Available for Trust Activities
reflects  primarily  additions  from  collections  of ITC by PECO,  as servicer,
remitted to PETT and unremitted billings,  interest income earned on the capital
subaccounts  maintained by the bond trustee,  interest expense on the transition
bonds,  amortization  of  the  ITP,  servicing  fees  and  other  administrative
expenses.

Year Ended December 31, 2001 Compared To Year Ended December 31, 2000

         Excluding the effects of the issuance of the Series  2001-A  Transition
Bonds,  the issuance of the Series 2000-A  Transition  Bonds and the purchase of
intangible transition property (ITP), and contributions from PECO, additions for
the years ended December 31, 2001 and 2000,  were $645 million and $516 million,
respectively.   The   increase  in   additions  of  $129  million  is  primarily
attributable to $118 million of additional  collections  related to the issuance
of the 2000-A  Transition  Bonds and an $11 million  prepayment  of  competitive
transition  charges by a large customer.  Deductions for the year ended December
31,  2001 and  December  31,  2000 on the same basis were $707  million and $496
million, respectively. The increase of $211 million is primarily attributable to
higher  amortization  expense of intangible  transition property of $184 million
and higher interest  expense of $11 million  associated with the issuance of the
Series  2000-A  Transition  Bonds and an increase  related to the interest  rate
swaps fair  value  adjustment  which was the  result of the SFAS 133  transition
adjustment of $19 million.

Year Ended December 31, 2000 Compared To Year Ended December 31, 1999

         Excluding the effects of the purchase of ITP,  debt issuance  costs and
contributions  from PECO,  additions  for the years ended  December 31, 2000 and
1999,  were  $516  million  and $356  million,  respectively.  The  increase  in
additions of $160 million is primarily  attributable to higher recovery  amounts
authorized by the 2000 QRO in connection  with the issuance of the Series 2000-A
Transition Bonds.  Excluding the effects of issuing  transition bonds and due to
related party,  deductions for the years ended December 31, 2000 and 1999,  were
$478 million and $289 million,  respectively. The increase in deductions of $189
million is  primarily  attributable  to an increase  in interest  charges of $99
million and higher amortization expense of intangible transition property of $83
million  associated with the issuance of the Series 2000-A  Transition Bonds and
an increase of $5 million of servicing  fee expense,  also  attributable  to the
issuance of the Series 2000-A Transition Bonds.

Accounting for Derivative Instruments

         PETT  utilizes  derivatives  to manage its exposure to  fluctuation  in
interest rates related to outstanding variable rate debt instruments. Derivative
financial  instruments are accounted for under Statement of Financial Accounting
Standards  (SFAS) No. 133  "Accounting  for Derivative  and Hedging  Activities"
(SFAS No. 133). Hedge accounting has been used for all interest rate derivatives
to date based on the  probability  of the  transaction  and the expected  highly
effective  nature of the hedging  relationship  between the  interest  rate swap
contract and the  interest  payment or changes in fair value of the hedged debt.
Dealer  quotes are available  for all of PETT's  interest  rate swaps  agreement
derivatives.  Accounting for  derivatives  continues to evolve through  guidance
issued by the Derivatives Implementation Group (DIG) of the Financial Accounting
Standards  Board  (FASB).  To the extent that changes by the DIG modify  current
guidance,  including the normal  purchases and normal sales  determination,  the
accounting treatment for derivatives may change.




                                       3
<PAGE>


Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

         PETT is exposed to market risks  associated  with interest  rates.  The
inherent  risk in market  sensitive  instruments  and positions is the potential
loss arising from adverse  changes in interest  rates.  Exelon's  corporate Risk
Management  Committee  (RMC)  sets risk  management  philosophy  and  objectives
through a corporate  policy,  and  establishes  procedures for risk  assessment,
control and  valuation,  counterparty  credit  approval,  and the monitoring and
reporting  of  derivative  activity  and risk  exposures.  The RMC is chaired by
Exelon's chief risk officer and includes the chief  financial  officer,  general
counsel,  treasurer, vice president of corporate planning and officers from each
of the business units. The RMC reports to the board of directors on the scope of
PETT's derivative activities.

         PETT uses a combination  of fixed rate and variable rate debt to reduce
interest rate exposure.  Interest rate swaps may be used to adjust exposure when
deemed appropriate based upon market conditions.

         In 1999,  PETT entered into interest rate swaps to manage interest rate
exposure  associated with the floating rate series of transition bonds issued to
securitize PECO's stranded cost recovery. The interest rate swaps related to the
Class A-3 and Class A-5 Series 1999-A Transition Bonds in the aggregate notional
amount of $1.1 billion with an average  interest  rate of 6.65%.  In  connection
with the  refinancing  in 2001,  PETT  cancelled  $800 million of interest  rate
swaps.  At December 31, 2001, the aggregate  notional  amount of these swaps was
$326 million.  At December 31, 2001,  these interest rate swaps had an aggregate
fair market value exposure of $19 million based on the present value  difference
between the contract and market rates at December 31, 2001.

         The aggregate fair value exposure of the interest rate swaps that would
have resulted from a  hypothetical  50 basis point decrease in the spot yield at
December  31,  2001  is  estimated  to  be  $23  million.  If  these  derivative
instruments  had been terminated at December 31, 2001, this estimated fair value
represents the amount that would be paid by PETT to the counterparties.

         The aggregate fair value exposure of the interest rate swaps that would
have resulted from a  hypothetical  50 basis point increase in the spot yield at
December  31,  2001  is  estimated  to  be  $15  million.  If  these  derivative
instruments  had been terminated at December 31, 2001, this estimated fair value
represents the amount to be paid by PETT to the counterparties.


Item 8. Financial Statements and Supplementary Data.



                                       4
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of the PECO Energy Transition Trust
Wilmington, DE:


In our opinion,  the financial  statements  listed in the index  appearing under
Item 14(a)(1) present fairly, in all material respects, the net assets available
for trust activities of the PECO Energy  Transition Trust (PETT) at December 31,
2001 and December 31, 2000,  and the changes in net assets  available  for trust
activities for the three years then ended December 31, 2001, in conformity  with
accounting principles generally accepted in the United States of America.  These
financial  statements  are the  responsibility  of the  PETT's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
auditing  standards  generally  accepted in the United States of America,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.




PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
January 29, 2002

















                                       5
<PAGE>
















<TABLE>
<CAPTION>
                                       PECO ENERGY TRANSITION TRUST
                    STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
                                              (in Millions)
                                                                For the Years Ended December 31,
                                                                 2001            2000             1999
                                                              -------           -------          -------
<S>                                                           <C>               <C>              <C>
ADDITIONS
Intangible Transition Property                                $    --           $ 1,009          $ 4,080
Issuance of Transition Bonds                                      805                --               --
ITC Collections                                                   636               468              310
Due from Related Party                                             --                39               42
Interest Income                                                     9                 9                4
Debt Issuance Costs                                                 5                 7               23
Contributions by Trust Grantor                                     --                 5               20
                                                              -------           -------          -------

TOTAL ADDITIONS                                                 1,455             1,537            4,479
                                                              -------           -------          -------

DEDUCTIONS
Redemption of Transition Bonds                                    805                --               --
Transition Bonds, net of debt discount                             --               998            3,995
Interest Expense                                                  302               291              192
Amortization of Intangible Transition Property                    354               170               87
Due to Related Party                                               11                18              108
Service Fee Expense                                                12                12                7
Amortization of Debt Issuance Costs                                 8                 4                2
Amortization of Debt Discount                                       1                 1                1
                                                              -------           -------          -------

TOTAL DEDUCTIONS                                                1,493             1,494            4,392
                                                              -------           -------          -------

SFAS 133 Transition Adjustment                                    (19)               --               --
                                                              -------           -------          -------

CHANGES IN NET ASSETS AVAILABLE FOR TRUST ACTIVITIES              (57)               43               87
                                                              -------           -------          -------

NET ASSETS AVAILABLE FOR TRUST ACTIVITES
AT BEGINNING OF PERIOD                                            130                87               --
                                                              -------           -------          -------

NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
AT END OF PERIOD                                              $    73           $   130          $    87
                                                              =======           =======          =======
</TABLE>






                                    See Notes to Financial Statements.













                                                    6
<PAGE>







                            PECO ENERGY TRANSITION TRUST
               STATEMENTS OF NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
                                    (in Millions)

<TABLE>
<CAPTION>
                                                                 December 31,
                                                              2001            2000
                                                             ------          ------

ASSETS
<S>                                                          <C>             <C>
Current Assets:
Restricted Cash and Cash Equivalents                         $  323          $  254
Interest Receivable                                              --               1
Due from Related Party, net                                      70              81
Current Portion of Intangible Transition Property               439             355
                                                             ------          ------

Total Current Assets                                            832             691

Noncurrent Assets:
Debt Issuance Costs, net of amortization                         24              26
Intangible Transition Property, net of amortization           4,041           4,479
                                                             ------          ------

TOTAL ASSETS                                                  4,897           5,196
                                                             ------          ------

LIABILITIES

Current Liabilities:
Accrued Interest                                                 97             106
Accrued Expenses                                                  1              --
Current Portion of Long-Term Debt                               326             297
                                                             ------          ------

Total Current Liabilities                                       424             403

Noncurrent Liabilities:
Due to Related Party                                            129             129
Long-Term Debt                                                4,252           4,534
Interest Rate Swaps                                              19              --
                                                             ------          ------

 TOTAL LIABILITIES                                            4,824           5,066
                                                             ------          ------


NET ASSETS AVAILABLE FOR TRUST ACTIVITIES                    $   73          $  130
                                                             ======          ======
</TABLE>


                       See Notes to Financial Statements.





                                         7
<PAGE>

                          PECO ENERGY TRANSITION TRUST
                          Notes to Financial Statements

1. Basis of Presentation

         PECO Energy  Transition  Trust (PETT),  is a statutory  business  trust
established  under  the  laws  of the  State  of  Delaware  and a  wholly  owned
subsidiary of PECO Energy Company  (PECO).  PETT was formed  pursuant to a trust
agreement between PECO, as grantor,  First Union Trust Company,  N.A., as issuer
trustee, and two beneficiary trustees appointed by PECO.

         PECO   is   principally   engaged   in  the   purchase,   transmission,
distribution, and sale of electricity to residential, commercial, industrial and
wholesale customers and in the purchase, distribution and sale of natural gas to
residential,  commercial  and industrial  customers in its  franchised  services
territory in southeastern Pennsylvania.  On October 20, 2000, Exelon Corporation
(Exelon)  became the parent  corporation  for each of PECO Energy Company (PECO)
and  Commonwealth  Edison  Company  (ComEd) as a result of the completion of the
transactions  contemplated  by an Agreement and Plan of Exchange and Merger,  as
amended, among PECO Unicom Corporation (Unicom) and Exelon PECO and ComEd, which
was a subsidiary of Unicom,  became the principal utility subsidiaries of Exelon
through a mandatory  exchange of each share of outstanding  common stock of PECO
for one share of common stock of Exelon and a merger of Unicom into Exelon.

         PETT was  organized  by PECO as a  special  purpose,  bankruptcy-remote
entity to issue transition bonds to securitize a portion of PECO's stranded cost
recovery authorized by the Pennsylvania Public Utility Commission (PUC) pursuant
to the  Pennsylvania  Electric  Generation  Customer  Choice and Competition Act
(Competition  Act).  The  Competition  Act,  enacted in  December  1996,  allows
utilities to recover the anticipated  loss in value of their  generation-related
assets caused by the transition  from  regulated  rates for generation to market
pricing.

         Under its trust  agreement,  PETT is  authorized  to  purchase  and own
Intangible  Transition  Property  (ITP),  issue  transition  bonds,  pledge  its
interest  in ITP  and  other  collateral  to the  bond  trustee  to  secure  the
transition  bonds,  and perform  activities  that are  necessary and suitable to
accomplish these purposes.  ITP represents the irrevocable right of PECO, or its
successor or assignee, to collect a non-bypassable  Intangible Transition Charge
(ITC) from  customers.  The PUC initially  authorized PETT to collect ITC in the
PUC's  Qualified  Rate Order  issued on May 14,  1998 (1998  QRO).  The 1998 QRO
authorizes  collections  of ITC to recover  up to $4 billion of PECO's  stranded
costs and an amount sufficient to recover the aggregate  principal amount of the
Series 1999-A Transition Bonds (Series 1999-A Transition Bonds),  plus an amount
sufficient  to provide for any credit  enhancement,  to fund any reserves and to
pay interest,  redemption  premiums,  if any,  servicing fees and other expenses
relating to the Series 1999-A  Transition  Bonds.  PETT used the proceeds of the
Series  1999-A  Transition  Bonds to purchase  ITP from PECO for $4.080  billion
which represented an amount sufficient to recover the aggregate principal amount
of the Series 1999-A  Transition Bonds and related expenses  including  interest
and  servicing  fees.  The  Series  1999-A  Transition  Bonds  are  solely  debt
obligations of PETT.

         The PUC  authorized  PETT to  collect  an  additional  ITC in the PUC's
Qualified  Rate  Order  issued  on  March  16,  2000  (2000  QRO).  The 2000 QRO
authorizes  collections  of ITC to recover  up to $1 billion of PECO's  stranded
costs and an amount sufficient to recover the aggregate  principal amount of the
Series 2000-A Transition Bonds (Series 2000-A Transition Bonds),  plus an amount
sufficient  to provide for any credit  enhancement,  to fund any reserves and to
pay interest,  redemption  premiums,  if any,  servicing fees and other expenses
relating to the Series 2000-A  Transition  Bonds.  PETT used the proceeds of the
Series  2000-A  Transition  Bonds to purchase  ITP from PECO for $1.009  billion
which represented an amount sufficient to recover the aggregate principal amount
of the Series 2000-A  Transition Bonds and related expenses  including  interest
and  servicing  fees.  The  Series  2000-A  Transition  Bonds  are  solely  debt
obligations of PETT.

         On March 1, 2001 PETT issued $805 million of Series  2001-A  Transition
Bonds to refinance a portion of the Series 1999-A  Transition  Bonds. The Series
2001-A Transition Bonds are solely debt obligations of PETT.

         PECO, as servicer,  deposits ITC collections into a general  subaccount
maintained by the Bank of New York, as bond trustee,  under the  Indenture.  The
collections are restricted for the specific uses of PETT. The Indenture provides
for an overcollateralization  subaccount,  which will be funded ratably with ITC
collections,  to a  balance  of $100  million,  over the life of the  transition
bonds. Semiannually, monies in the general subaccount





                                         8
<PAGE>

are used to make  principal  and  interest  payments  on the  transition  bonds.
Additionally,  each  month,  monies  are used to pay  fees,  costs  and  charges
specified in the Indenture. The Indenture also provides for a reserve subaccount
that is  maintained  for the  purpose  of  retaining  any  ITC  collections  and
investment earnings that are in excess of specific fees and expenses and amounts
allocable to the payment of principal  of and interest on the  transition  bonds
and to the  overcollateralization  subaccount.  The  balances of the reserve and
overcollateralization  subaccounts  as of December  31, 2001 was $56 million and
$26 million, respectively.  Additionally, amounts of $20 million and $5 million,
representing PECO's initial capitalization of the Series 1999-A Transition Bonds
and Series 2000-A Transition Bonds, respectively, was deposited into the capital
subaccount  under the Indenture on the date of issuance of the related series of
transition   bonds.   If  amounts   available  in  the   general,   reserve  and
overcollateralization subaccounts are not sufficient on any payment date to make
scheduled  payments,  the bond  trustee  will draw on  accounts  in the  capital
subaccount.  Any amounts remaining in the Indenture accounts will be released to
PETT upon payment of the transition bonds in full.

         PETT's Trust Agreement  requires it to operate in such a manner that it
should not be  consolidated  in the bankruptcy  estate of PECO in the event PECO
becomes  subject to such a  proceeding,  and both PECO and PETT have treated the
transfer of ITP from PECO to PETT as a sale under the Competition Act.

         For  financial  reporting  purposes  and  Federal and  Commonwealth  of
Pennsylvania income and franchise tax purposes, the transfer of ITP from PECO to
PETT will be treated as a financing arrangement and not a sale. Furthermore, the
results of operations of PETT will be consolidated with Exelon for financial and
income tax reporting  purposes.  As a special purpose entity incorporated in the
State of Delaware, PETT is not subject to Delaware state income taxes.

         On or before May 14th of each year,  the  anniversary  date of the 1998
QRO, PECO, as servicer of the ITP, submits a report to determine the adequacy of
ITC collections for the annual period to the PUC. If adjustments are needed, the
PUC is  required  by the  Competition  Act,  1998 QRO and the 2000 QRO to adjust
collection rates on a prospective basis within 90 days of May 14th.

2. Summary of Accounting Policies

Restricted Cash and Cash Equivalents

         PETT considers all cash investments purchased with an original maturity
of three  months or less to be cash  equivalents.  Financial  instruments  which
potentially subject PETT to concentrations of credit risk consist principally of
cash  equivalents.  PETT places its cash equivalents  with  high-credit  quality
financial institutions. Generally, such investments are in excess of the Federal
Deposit  Insurance  Corporation  limit.  PETT is  restricted  in how it uses ITC
Collections. See Note 1 - Basis of Presentation.

Intangible Transition Property

         The ITP is  being  amortized  in  conjunction  with  the  reduction  of
transition bond principal on an accrual basis. As of December 31, 2001 and 2000,
accumulated ITP  amortization  was $611 million and $257 million,  respectively.
Amortization  expense for ITP for the years ended  December 31,  2001,  2000 and
1999 was $354 million, $170 million and $87 million, respectively.

Unamortized Debt Issuance Costs

         The costs  associated  with the issuance of the  transition  bonds have
been  capitalized  and are  being  amortized  on a  straight-line  basis,  which
approximates  the  effective  interest  method  over the life of the  transition
bonds.  As of  December  31,  2001 and 2000,  accumulated  amortization  of debt
issuance cost was $14 million and $6 million, respectively. Amortization expense
for debt issuance costs for the years ended December 31, 2001, 2000 and 1999 was
$8 million, $4 million and $2 million, respectively.

Use of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the  reported  amounts of assets and  liabilities,  and
changes therein. Actual results could differ from those estimates.



                                         9
<PAGE>

Derivative Financial Instruments

         PETT accounts for derivative  financial  instruments under Statement of
Financial  Accounting  Standards  (SFAS) No. 133 "Accounting for Derivatives and
Hedging  Activities"  (SFAS No. 133).  Under the provisions of SFAS No. 133, all
derivatives  are recognized on the balance sheet at their fair value unless they
qualify for a normal purchases and normal sales  exception.  Changes in the fair
value of the derivative financial  instruments are recognized in earnings unless
specific hedge accounting  criteria are met. A derivative  financial  instrument
can be  designated  as a hedge  of the  fair  value  of a  recognized  asset  or
liability or of an unrecognized  firm commitment (fair value hedge),  or a hedge
of a forecasted  transaction or the  variability of cash flows to be received or
paid related to a recognized  asset or liability  (cash flow hedge).  Changes in
the fair value of a derivative  that is highly  effective  as, and is designated
and qualifies as, a fair value hedge,  along with the gain or loss on the hedged
asset or liability  that is  attributable  to the hedged  risk,  are recorded in
earnings. Changes in the fair value of a derivative that is highly effective as,
and is  designated  as and  qualifies as a cash flow hedge are recorded in other
comprehensive  income,  until  earnings are affected by the  variability of cash
flows being hedged.  In connection with Exelon's Risk  Management  Policy (RMP),
PETT enters into  derivatives  to manage its exposure to fluctuation in interest
rates  related to its variable rate debt  instruments.  Prior to the adoption of
SFAS No. 133, PETT applied hedge  accounting only if the derivative  reduced the
risk of the  underlying  hedged item and was  designated at the inception of the
hedge,  with respect to the hedged item.  PETT recognized any gains or losses on
these derivatives when the underlying  physical  transaction  affected earnings.
PETT  does  not hold or  issue  derivative  financial  instruments  for  trading
purposes.

Reclassifications

         Certain  prior year  amounts  have been  reclassified  for  comparative
purposes.

3. Transition Bonds

         On March 25, 1999, PETT issued $4 billion aggregate principal amount of
Series  1999-A  Transition  Bonds to  securitize a portion of PECO's  authorized
stranded  cost  recovery.  On May 2, 2000,  PETT issued an additional $1 billion
aggregate  principal amount of Series 2000-A Transition Bonds also to securitize
stranded  cost  recovery.  On March 1, 2001,  PETT  refinanced  $805  million of
floating rate Series 1999-A  Transition Bonds through the issuance of fixed-rate
transition  bonds (Series 2001-A  Transition  Bonds).  Approximately  72% of the
Class A-3 and 70% of the Class A-5 Series 1999-A Transition Bonds were redeemed.
The Series 2001-A Transition Bonds are non-callable,  fixed-rate securities with
an interest rate of 6.52%.  The Series 2001-A  Transition Bonds have an expected
final payment date of September 1, 2010 and a  termination  date of December 31,
2010.

         The transition  bonds are solely  obligations  of PETT,  secured by ITP
sold by PECO to PETT  concurrently with the issuance of the transition bonds and
certain other  collateral  related  thereto.  The following table summarizes the
outstanding principal balances of the transition bonds at December 31:




                                         10
<PAGE>
<TABLE>
<CAPTION>
                                                      Expected
                                                    Final Payment    Termination
Classes                        Rate                  Date(a)           Date(a)             2001             2000
----------------------------------------------------------------------------------------------------------------
                                                                                              In Millions
                                                                                              -----------
Series 1999-A
<S>                               <C>                   <C>             <C>              <C>             <C>
A-1                               5.48 %                2001            2003             $   -           $ 82
A-2                               5.63 %                2003            2005               228            275
A-3                               2.11%(b)              2004            2006               171            667
A-4                               5.80 %                2005            2007               459            459
A-5                               2.18%(b)              2007            2009               139            465
A-6                               6.05 %                2007            2009               993            993
A-7                               6.13 %                2008            2009               897            897
Series 2000-A
A-1                               7.18 %                2001            2003                 -            110
A-2                               7.30 %                2002            2004               140            140
A-3                               7.63 %                2009            2010               399            399
A-4                               7.65 %                2009            2010               351            351
Series 2001-A
A-1                               6.52 %                2010            2010               805              -
                                                                                       -------        -------
Total Long Term Debt (c)                                                                 4,582          4,838
Unamortized  debt discount                                                                  (4)            (7)
Due within one year                                                                       (326)          (297)
                                                                                       -------        -------
Long Term Debt                                                                         $ 4,252        $ 4,534
                                                                                       =======        =======
<FN>
(a)  The Expected Final Payment Date is the date when all principal and interest
     of the related class of transition  bonds is expected to be paid in full in
     accordance  with the  expected  amortization  schedule  for the  applicable
     class.  The Termination Date is the date when all principal and interest of
     the  related  class of  transition  bond must be paid in full.  The current
     portion of the transition bonds is based upon the expected maturity date.
(b)  Floating  rate,  as of December 31, 2001,  based upon the London  Interbank
     Offering Rate (LIBOR) plus 0.125% of the Series 1999-A Transition Bonds A-3
     class and LIBOR plus 0.20% of the Series 1999-A Transition Bonds A-5 class.
(c)  Long-term debt  maturities,  in the period  2002-2006 and thereafter are as
     follows:
</FN>
</TABLE>

          Year           In Millions
          ----           -----------
          2002                   326
          2003                   239
          2004                   318
          2005                   428
          2006                   500
          Thereafter           2,771
                               -----
          Total               $4,582
                              ======

         PETT makes semi-annual  principal payments on transition bonds pursuant
to an amortization  schedule in the Indenture.  In 2001, principal payments were
made in the amount of $1,061 million,  which reduced the  outstanding  principal
balance of the Series 1999-A  Transition Bonds and the Series 2000-A  Transition
Bonds by $951 million and $110 million, respectively.

         Fair  values  of the  transition  bonds are  estimated  based on quoted
market prices.  The carrying  amounts and fair values of the transition bonds as
of December 31, 2001 were $4.578 billion and $4.761 billion,  respectively.  The
carrying amounts and fair values of the transition bonds as of December 31, 2000
were $4.831 billion and $4.941 billion, respectively.

         PETT is exposed to market risks  associated  with interest  rates.  The
inherent  risk in market  sensitive  instruments  and positions is the potential
loss arising from adverse  changes in interest  rates.  Exelon's  corporate Risk
Management  Committee  (RMC)  sets risk  management  philosophy  and  objectives
through a corporate  policy,  and  establishes  procedures for risk  assessment,
control and  valuation,  counterparty  credit  approval,  and the monitoring and
reporting  of  derivative  activity  and risk  exposures.  The RMC is chaired by
Exelon's chief risk officer and includes the chief  financial  officer,  general
counsel, treasurer, vice president of corporate



                                       11
<PAGE>

planning and officers  from each of the business  units.  The RMC reports to the
board of directors on the scope of PETT's derivative activities.

         PETT uses a combination  of fixed rate and variable rate debt to reduce
interest rate exposure.  Interest rate swaps may be used to adjust exposure when
deemed appropriate based upon market conditions.

         In 1999,  PETT entered into interest rate swaps to manage interest rate
exposure  associated with the floating rate series of transition bonds issued to
securitize PECO's stranded cost recovery. The interest rate swaps related to the
Class A-3 and Class A-5 Series 1999-A Transition Bonds in the aggregate notional
amount of $1.1 billion with an average  interest  rate of 6.65%.  In  connection
with the  refinancing  in 2001,  PETT  cancelled  $800 million of interest  rate
swaps.  At December 31, 2001, the aggregate  notional  amount of these swaps was
$326 million.  At December 31, 2001,  these interest rate swaps had an aggregate
fair market value exposure of $19 million based on the present value  difference
between the contract and market rates at December 31, 2001.

         The aggregate fair value exposure of the interest rate swaps that would
have resulted from a  hypothetical  50 basis point decrease in the spot yield at
December  31,  2001  is  estimated  to  be  $23  million.  If  these  derivative
instruments  had been terminated at December 31, 2001, this estimated fair value
represents the amount that would be paid by PETT to the counterparties.

         The aggregate fair value exposure of the interest rate swaps that would
have resulted from a  hypothetical  50 basis point increase in the spot yield at
December  31,  2001  is  estimated  to  be  $15  million.  If  these  derivative
instruments  had been terminated at December 31, 2001, this estimated fair value
represents the amount to be paid by PETT to the counterparties.

4.  Adoption of New Accounting Principle

         On January 1, 2001,  PETT adopted  Statement  of  Financial  Accounting
Standards  (SFAS) No. 133,  "Accounting for Derivatives  Instruments and Hedging
Activities,"  as amended,  and recorded a transition  adjustment  decreasing Net
Assets Available for Trust Activities by $19 million. The transition  adjustment
related to the interest rate swaps.  As of December 31, 2001,  the fair value of
interest rate swaps is an exposure of $19 million. This exposure is reflected as
Interest  Rate  Swaps on PETT's  Statements  of Net Assets  Available  for Trust
Activities.

         As of December 31, 2001,  the expected  impact on net assets  available
for trust activities over the next twelve months is a $2 million loss.

5.  Significant Agreements and Related Party Transactions

         Pursuant to the Amended and  Restated  Intangible  Transition  Property
Sale Agreement by and between PECO and PETT, dated March 25, 1999, as amended on
May 2, 2000 and March 1, 2001 (Sale  Agreement),  PETT  purchased ITP from PECO.
Under the Sale  Agreement,  PECO makes certain  representations  and  warranties
about the ITP and  indemnifies  PETT for  losses  caused  by the  breach of such
representations and warranties. To the extent a breach concerns the existence of
the ITP or the  ability to charge  intangible  transition  charges  (ITC) in the
amounts  sufficient to meet a pre-set  amortization  schedule for the Transition
Bonds, PECO must pay liquidated damages equal to the lost principal and interest
of the amortization schedule.

         As described in Note 1 - Basis of Presentation,  the transfer of ITP to
PETT is treated as a financing arrangement and not a sale.

         Transition  bonds were issued  pursuant to the Indenture dated March 1,
1999,  as  supplemented  by  the  series  supplements  (Indenture).   Under  the
Indenture,  PETT has pledged all of its  property,  including the ITP, to secure
the Transition Bonds. The Indenture  prohibits PETT from selling,  transferring,
exchanging,  or otherwise  disposing of any of the collateral unless directed to
do so by the trustee;  from claiming any credit or making any deduction from the
principal,  premium,  if any,  or interest  on  Transition  Bonds or against any
Transition  Bond  holder;  permitting  the  validity  of  effectiveness  of  the
Indenture to be impaired or permitting  the lien of the Indenture to be amended,
hypothecated,  subordinated, terminated, or discharged; permitting any person to
be released from any of the covenants or obligations  with respect to Transition
Bonds,  except as expressly  permitted





                                       12
<PAGE>

by the Indenture; permitting any liens, charges, or claims, security interest or
mortgage  (other  than the lien  created by the  Indenture)  to be created in or
extended  to or  otherwise  arise  upon or  burden  the  collateral  or any part
thereof;  or  permitting  the lien of the  Indenture  not to constitute a valid,
first priority security interest in the collateral.

         Under the  Amended  and  Restated  Master  Servicing  Agreement  by and
between PETT and PECO, dated March 25, 1999, as amended on May 2, 2000 and March
1, 2001,  PECO, as servicer,  manages and  administers  the ITP sold to PETT and
collects the ITC related thereto on behalf of PETT. For the years ended December
31, 2001,  2000 and 1999,  PETT  recorded  $636  million,  $468 million and $310
million of ITC collections,  respectively.  These increases are primarily due to
additional ITC collections as a result of the issuance of the 2000-A  Transition
Bonds in May 2000 and the 1999-A  Transition  Bonds in March 1999. For the years
ended December 31, 2001, 2000 and 1999,  PETT recorded $12 million,  $12 million
and $7  million,  respectively,  in  servicing  fees based upon the  outstanding
principal amount of the Transition Bonds.

         As of December 31, 2001 and 2000,  the Due from Related  Party  balance
was $70  million  and $81  million,  respectively.  The Due from  Related  Party
balance  primarily  represents  ITC  billings  by PECO  that  have  not yet been
collected of $66 million and $77 million,  respectively,  and ITC collections by
PECO that  have not yet been  remitted  to PETT of $4  million  and $5  million,
respectively.

         As of December 31, 2001 and 2000,  the Due to Related  Party balance of
$129  million,  represents  cumulative  advances  from PECO for initial  capital
requirements and operating  expenses that are not considered to be currently due
and payable by PETT.


Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

         None.


                                    PART III


Item 10. Directors and Executive Officers of the Registrant.

    Omitted pursuant to Instruction I of Form 10-K.


Item 11. Executive Compensation.

    Omitted pursuant to Instruction I of Form 10-K.


Item 12. Security Ownership of Certain Beneficial Owners and Management.

    Omitted pursuant to Instruction I of Form 10-K.


Item 13.  Certain Relationships and Related Transactions.

    Omitted pursuant to Instruction I of Form 10-K.


                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)    The following documents are filed as part of this report:




                                       13
<PAGE>

      1. Financial Statements:
         Report of Independent Public Accountants
         Statement of Changes in Net Assets Available for Trust Activities
         Statement of Net Assets Available for Trust Activities
         Notes to Financial Statements

      2. Financial Statement Schedule:

         None


      3. See index to Exhibits which appears following the signature page
         to this report.


(b)    Reports on Form 8-K filed during the reporting period.

              None



                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) 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 TRANSITION TRUST

 March 29, 2002                                By   /s/ George R. Shicora
                                               --------------------------
                                               George R. Shicora
                                               Beneficiary Trustee


  Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated on the 29th day of March, 2002.

 Signature                             Title
 -----------------------      -----------------------------------

/s/  George R. Shicora   Beneficiary Trustee (Principal Executive Officer)
----------------------
     George R. Shicora


/s/  Thomas R. Miller    Beneficiary Trustee (Principal Financial Officer
----------------------   and Principal Accounting Officer)
     Thomas R. Miller








                                       14
<PAGE>



                                INDEX TO EXHIBITS

Certain of the following  exhibits are  incorporated  herein by reference  under
Rule 12b-32 of the Securities and Exchange Act of 1934, as amended.

<TABLE>
<CAPTION>
<S>             <C>
------------- -----------------------------------------------------------------------------------------------
3.1           Second  Amended  and  Restated  Trust  Agreement  for PECO  Energy
              Transition  Trust  (incorporated  by reference to the Registrant's
              Report on Form 8-K filed on May 11, 2000, File No. 333-58055).
------------- -----------------------------------------------------------------------------------------------
3.2           Certificate of Trust for PECO Energy Transition Trust (incorporated by reference to the
              Registrant's Registration Statement on Form S-3 filed on March 3, 2000, File No. 333-31646).
------------- -----------------------------------------------------------------------------------------------
4.1           Indenture dated as of March 1, 1999 (incorporated by reference to the Registrant's
              Registration Statement on Form S-3 filed on March 3, 2000, File No. 333-31646).
------------- -----------------------------------------------------------------------------------------------
4.1.1         Series  Supplement  dated as of March 25, 1999 between PECO Energy
              Transition  Trust  and  The  Bank  of New  York  (incorporated  by
              reference  to the  Registrant's  Report on Form 8-K filed on March
              31, 1999, File No. 333-58055).
------------- -----------------------------------------------------------------------------------------------
4.1.2         Series  Supplement  dated as of May 2, 2000  between  PECO  Energy
              Transition  Trust  and  The  Bank  of New  York  (incorporated  by
              reference to the Registrant's  Report on Form 8-K filed on May 11,
              2000, File No. 333-58055).
------------- -----------------------------------------------------------------------------------------------
4.1.3         Series  Supplement  dated as of March 1, 2001  between PECO Energy
              Transition  Trust  and  The  Bank  of New  York  (incorporated  by
              reference  to the  Registrant's  Report on Form 8-K filed on March
              15, 2001, File No. 333-58055).
------------- -----------------------------------------------------------------------------------------------
4.2           Form of Series 1999-A Transition Bonds  (incorporated by reference to Amendment No. 2 to the
              Registrant's Registration Statement on Form S-3 filed on February 23, 1999, File No.
              333-58055).
------------- -----------------------------------------------------------------------------------------------
4.3           Form of Series 2000-A Transition Bonds (incorporated by reference to the Registrant's
              Registration Statement on Form S-3 filed on March 3, 2000, File No. 333-31646).
------------- -----------------------------------------------------------------------------------------------
4.4           Form of Series 2001-A Transition Bonds (incorporated by reference to the Registrant's
              Registration Statement on Form S-3 filed on December 13, 2000, File No. 333-51740).
------------- -----------------------------------------------------------------------------------------------
10.1          Intangible Transition Property Sale Agreement dated as of March 25, 1999, as amended and
              restated as of May 2, 2000 (incorporated by reference to the Registrant's Report on Form 8-K
              filed on May 11, 2000, File No. 333-58055).
------------- -----------------------------------------------------------------------------------------------



                                       15
<PAGE>



------------- -----------------------------------------------------------------------------------------------
10.1.1        Amendment No. 1 to Intangible Transition Property Sale Agreement dated as of March 25, 1999,
              as amended and restated as of May 2, 2000  (incorporated by reference to the Registrant's
              Report on Form 8-K filed on March 15, 2001, File No. 333-58055).
------------- -----------------------------------------------------------------------------------------------
10.2          Master Servicing Agreement dated as of March 25, 1999, as amended and restated as of May 2,
              2000 (incorporated by reference to the Registrant's Report on Form 8-K filed on May 11, 2000,
              File No. 333-58055).
------------- -----------------------------------------------------------------------------------------------
10.2.1        Amendment No. 1 to Master Servicing Agreement dated as of March 25, 1999, as amended and
              restated as of May 2, 2000 (incorporated by reference to the Registrant's Report on Form 8-K
              filed on March 15, 2001, File No. 333-58055).
------------- -----------------------------------------------------------------------------------------------
23.1          Consent of Independent Accountants
------------- -----------------------------------------------------------------------------------------------
99.1          Joint  Petition  for  Full  Settlement  of PECO  Energy  Company's
              Restructuring  Plan and  Related  Appeals  and  Application  for a
              Qualified  Rate Order and  Application  for Transfer of Generation
              Assets  dated April 29, 1998  (incorporated  by  reference  to the
              Registrant's  Registration Statement on Form S-3 filed on March 3,
              2000, File No. 333-31646).
------------- -----------------------------------------------------------------------------------------------
99.2          Joint  Petition  for  Full  Settlement  of PECO  Energy  Company's
              Application  for Issuance of a Qualified  Rate Order Under Section
              2812 of the Public Utility Code dated March 8, 2000  (incorporated
              by reference to the  Registrant's  Amendment No. 1 to Registration
              Statement  on  Form  S-3  filed  on  April  17,  2000,   File  No.
              333-31646).
------------- -----------------------------------------------------------------------------------------------
99.3          Qualified  Rate Order issued by the  Pennsylvania  Public  Utility
              Commission  to  PECO  Energy  on May  14,  1998  (incorporated  by
              reference to the Registrant's  Registration  Statement on Form S-3
              filed on March 3, 2000, File No. 333-31646).
------------- -----------------------------------------------------------------------------------------------
99.4          Qualified Rate Order issued by the Pennsylvania Public Utility Commission to PECO Energy on
              March 16, 2000 (incorporated by reference to Amendment No. 1 to the Registrant's Registration
              Statement on Form S-3 filed on April 17, 2000, File No. 333-31646).
------------- -----------------------------------------------------------------------------------------------
99.5          PECO Energy Transition Trust Transition Bondholders Statement Series 1999-A, Semi-Annual
              Payment Date:  March 1, 2001  (incorporated by reference to the Registrant's Report on Form
              8-K filed on March 16, 2001, File No. 333-58055).
------------- -----------------------------------------------------------------------------------------------
99.7          PECO Energy Transition Trust Form 15-15D, January 29, 2002 (incorporated by reference to the
              Form 15-15D filed January 29, 2002, File No. 333-58055)
------------- -----------------------------------------------------------------------------------------------
99.6          PECO Energy Transition Trust Transition Bondholders Statement Series 2000-A, Semi-Annual
              Payment Date:  March 1, 2001   (incorporated by reference to the Registrant's Report on Form
              8-K filed on March 16, 2001, File No. 333-58055).
------------- -----------------------------------------------------------------------------------------------

</TABLE>




                                       16