UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-Q


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

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

                For the quarterly period ended September 30, 1999

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

                        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             (I.R.S. 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)

                                 (302) 888-7532
              (Registrant's telephone number, including area code)

         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
                      ----------               ----------



<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
<S>                                                                            <C>                  <C>
                                                                          September 30,       December 31,
                                                                              1999                1998
                                                                        -----------------   -----------------
                                                                                     (Unaudited)
ASSETS

Current Assets:
     Cash and Cash Equivalents                                                 $  86.7              $  -
     Current portion of Intangible Transition Property                           134.7                 -
                                                                        -----------------   -----------------
         Total Current Assets                                                    221.4                 -

Noncurrent Assets:
     Unamortized Debt Issuance Costs                                              23.4               2.1
     Intangible Transition Property                                            3,883.1                 -
                                                                        -----------------   -----------------
     TOTAL ASSETS                                                              4,127.9               2.1
                                                                        -----------------   -----------------

LIABILITIES

Current Liabilities:
     Due to Related Party, Net                                                    58.4               1.9
     Accrued Interest Expense                                                     23.1                 -
     Accrued Expenses                                                              -                 0.2
     Current portion of Transition Bonds                                         120.0                 -
                                                                        -----------------   -----------------
         Total Current Liabilities                                               201.5               2.1

Long-term Debt:
     Transition Bonds                                                          3,832.5                 -
                                                                        -----------------   -----------------
     TOTAL LIABILITIES                                                         4,034.0               2.1
                                                                        -----------------   -----------------

NET ASSETS AVAILABLE FOR TRUST ACTIVITIES                                      $  93.9              $  -
                                                                        =================   =================
</TABLE>

                       See Notes to Financial Statements.

                                       2
<PAGE>
                          PECO ENERGY TRANSITION TRUST
        STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
                                   (Unaudited)
                              (Millions of Dollars)
<TABLE>
<CAPTION>
<S>                                                            <C>            <C>           <C>           <C>
                                                                Three Months Ended            Nine Months Ended
                                                                   September 30,                 September 30,
                                                                1999        1998 (a)         1999       1998 (a)
                                                            ---------       --------      --------     --------
ADDITIONS
     Contributions by Trust Grantor                             $ -           $ -           $ 20.0        $ -
     ITC Collections                                            145.9           -            222.2          -
     Due From Related Party                                      11.9           -             53.0          -
     Deferred Debt Issuance Costs                                 -             1.1           23.1          1.1
     Deferred Discount on Transition Bonds                        -             -              5.4          -
     Intangible Transition Property                               -             -          4,080.2          -
     Interest Income                                              1.7           -              1.7          -
Other                                                             -             -               .3          -
                                                            ---------       --------      --------     --------

TOTAL ADDITIONS                                                 159.5           1.1        4,405.9          1.1
                                                            ---------       --------      --------     --------

DEDUCTIONS
     Due to Related Party                                         -             1.1          111.4          1.1
     Transition Bonds                                             -             -          4,000.0          -
     Interest Expense                                            66.1           -            130.0          -
     Amortization of Debt Issuance Costs                           .8           -              1.6          -
     Amortization of Intangible Transition Property              41.0           -             62.3          -
     Amortization of Debt Discount                                 .1           -               .7          -
     Service Fee Expense                                          3.0           -              6.0          -
                                                            ---------       --------      --------     --------

     TOTAL DEDUCTIONS                                           111.0           1.1        4,312.0          1.1
                                                            ---------       --------      --------     --------

CHANGES IN NET ASSETS AVAILABLE FOR TRUST ACTIVITIES             48.5           -             93.9          -
                                                            ---------       --------      --------     --------

NET ASSETS AVAILABLE FOR TRUST ACTIVITES
AT BEGINNING OF PERIOD                                           45.4           -              -            -
                                                            ---------       --------      --------     --------

NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
AT END OF PERIOD                                               $ 93.9         $ -           $ 93.9        $ -
                                                            =========       ========      ========     ========
</TABLE>


(a) PECO Energy Transition Trust was formed on June 23, 1998. At inception, a
    $5,000 contribution was made by the Trust Grantor.


                       See Notes to Financial Statements.

                                       3
<PAGE>
                          PECO ENERGY TRANSITION TRUST
                          NOTES TO FINANCIAL STATEMENTS

1.  NATURE OF OPERATIONS
         PECO  Energy  Transition  Trust  (PETT),  a  statutory  business  trust
established  by PECO Energy Company (PECO Energy) under the laws of the State of
Delaware, was formed on June 23, 1998 pursuant to a trust agreement between PECO
Energy, as grantor,  First Union Trust Company, N.A., as issuer trustee, and two
beneficiary  trustees  appointed by PECO  Energy.  PECO Energy  provides  retail
electric  and  natural  gas  service  to the public in its  traditional  service
territory  and  retail  electric  generation  service  throughout   Pennsylvania
pursuant to Pennsylvania's  Customer Choice Program. PECO Energy also engages in
the wholesale marketing of electricity on a national basis.

         PETT was  organized for the special  purpose of  purchasing  and owning
Intangible  Transition  Property (ITP),  issuing  transition  bonds  (Transition
Bonds), pledging its interest in ITP and other collateral to the bond trustee to
secure the Transition  Bonds,  and performing  activities that are necessary and
suitable to accomplish these purposes.  ITP represents the irrevocable  right of
PECO  Energy,  or  its  successor  or  assignee,  to  collect  a  non-bypassable
Intangible  Transition Charge (ITC) from customers  pursuant to a Qualified Rate
Order (QRO) issued on May 14, 1998 by the Pennsylvania Public Utility Commission
(PUC) in accordance with the Pennsylvania Electricity Generation Customer Choice
and Competition Act (Competition  Act) enacted in Pennsylvania in December 1996.
The QRO  authorizes the ITC to be sufficient to recover up to $4 billion of PECO
Energy's  stranded  costs and an amount  sufficient  to  recover  the  aggregate
principal amount of the 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 Transition
Bonds.

         PETT's organizational  documents require it to operate in such a manner
that it should not be  consolidated  in the bankruptcy  estate of PECO Energy in
the event PECO Energy becomes subject to such a proceeding, and both PECO Energy
and  PETT  have  treated  the  transfer  of ITP to  PETT  as a  sale  under  the
Competition Act. The Transition Bonds are debt obligations of PETT.

         For financial  reporting and federal and  Commonwealth  of Pennsylvania
income and franchise tax purposes,  the transfer of ITP to PETT has been treated
as a  financing  arrangement  and not as a sale.  Furthermore,  the  results  of
operations  of PETT are  consolidated  with PECO Energy for financial and income
tax reporting purposes.

2.  SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
         The accompanying  financial statements as of September 30, 1999 and for
the three and nine months then ended are unaudited,  but include all adjustments
that  PETT  considers  necessary  for a  fair  presentation  of  such  financial
statements.  All adjustments  are of a normal,  recurring  nature.  The year-end
balance  sheet data was derived from  audited  financial  statements  but do not
include all disclosures  required by generally accepted  accounting  principles.
The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires  management to make estimates and  assumptions.
These  estimates  and  assumptions  affect  the

                                       4
<PAGE>

reported amount of revenues, expenses, assets, and liabilities and disclosure of
contingencies. Actual results could differ from these estimates.

Cash and Cash Equivalents
         PETT considers all liquid debt  instruments  purchased with an original
maturity of three months or less to be cash equivalents.

Unamortized Debt Issuance Costs
         The costs  associated  with the issuance of the  Transition  Bonds have
been capitalized and are being amortized over the life of the Transition Bonds.

Income Taxes
         PETT is a wholly owned subsidiary of PECO Energy and has elected not to
be taxed as a corporation for federal income tax purposes. PETT is being treated
as a division of PECO Energy and not as a separate taxable entity.

Derivative Financial Instruments
         Hedge accounting is applied only if the derivative  reduces the risk of
the underlying hedged item and is designed at inception as a hedge, with respect
to the hedged item. If a derivative  instrument  ceased to meet the criteria for
deferral,  any gains or losses,  would be currently  recognized in income.  PETT
does not hold or issue derivative financial instruments for trading purposes.

3.  TRANSITION BONDS
         On March 25,  1999,  PETT,  an  independent  statutory  business  trust
organized  under the laws of  Delaware  and a wholly  owned  subsidiary  of PECO
Energy,  issued $4 billion  aggregate  principal  amount of Transition  Bonds to
securitize a portion of PECO Energy's  authorized  stranded cost  recovery.  The
Transition  Bonds are solely  obligations  of PETT,  secured by ITP sold by PECO
Energy  to PETT  concurrently  with the  issuance  of the  Transition  Bonds and
certain other collateral related thereto.





                                       5
<PAGE>



<TABLE>
<CAPTION>
         The terms of the Transition Bonds are as follows:

                       Approximate
                       Face Amount          Bond              Expected                  Final
         Class         (millions)           Rate              Maturity                  Maturity
<S>                   <C>                <C>                <C>                       <C>
         A-1           $244.5               5.48%             March 1, 2001             March 1, 2003
         A-2           $275.4               5.63%             March 1, 2003             March 1, 2005
         A-3           $667.0               6.02% (a)         March 1, 2004             March 1, 2006
         A-4           $458.5               5.80%             March 1, 2005             March 1, 2007
         A-5           $464.6               6.10% (a)         September 1, 2007         March 1, 2009
         A-6           $993.4               6.05%             March 1, 2007             March 1, 2009
         A-7           $896.6               6.13%             September 1, 2008         March 1, 2009

<FN>
         (a) The Class A-3 and A-5  Transition  Bonds bears interest at floating
         rates. The rates provided for each such class above are as of September
         30, 1999.
</FN>
</TABLE>

         PETT used the proceeds of the Transition Bonds to purchase the ITP from
PECO Energy. In accordance with the terms of the Competition Act and the May 14,
1998 QRO, PECO Energy used the proceeds principally to reduce its stranded costs
and related capitalization.

         PETT has  entered  into  interest  rate swaps to manage  interest  rate
exposure  associated with the issuance of two floating rate series of Transition
Bonds.  At September  30, 1999,  the fair value of these  instruments  was $23.3
million based on the present value difference between the contracted rate (i.e.,
hedged  rate) and the market  rates at that date.  The fixed  interest  rates of
series A-3 and A-5 are 6.58% and 6.94%,  respectively.  A hypothetical  50 basis
point  increase or decrease in the spot yield at  September  30, 1999 would have
resulted  in an  aggregate  fair  value of these  interest  rate  swaps of $37.5
million or $11.9 million,  respectively.  If the derivative instruments had been
terminated  at September 30, 1999,  these  estimated  fair values  represent the
amount to be paid by the counterparties to PETT.

         On September 1, 1999,  PETT made the first  semi-annual  principal  and
interest  payments  related to the Transition  Bonds of $42.5 million and $106.9
million, respectively.

4.  SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
         Under the  Master  Servicing  Agreement  entered  into by PETT and PECO
Energy dated as of March 25,  1999,  PECO  Energy,  as servicer,  is required to
manage  and  administer  the ITP sold to PETT  and to  collect  the ITC  related
thereto on behalf of PETT. PETT will pay an annual  servicing fee based upon the
outstanding  principal  amount of the  Transition  Bonds.  Upon  closing  of the
Transition Bond issuance, PETT recorded an intercompany liability to PECO Energy
in the  amount  of  $110.7  million  consisting  of:  (1)  overcollateralization
deposits of $60.1 million,  (2) servicing fees of $49.2 million, and (3) trustee
fees of $1.4  million.  This  liability  is included in PETT's  Statement of Net
Assets Available for Trust Activities.

         Copies of the executed Sale Agreement  between PECO Energy,  as seller,
and PETT, as purchaser,  the Master Servicing Agreement,  and the Indenture were
filed with the  Securities  and Exchange  Commission in a Current Report on Form
8-K dated March 31, 1999.


                                       6
<PAGE>
5.       LITIGATION
         Indianapolis Power and Light Company (IPL) filed an action which sought
to  invalidate  the  Competition  Act and  thereby  preclude  PECO  Energy  from
recovering and  securitizing  stranded costs.  IPL asserted that the Competition
Act  discriminates  against  interstate  commerce in  violation  of the Commerce
Clause of the United States Constitution. The Commonwealth Court of Pennsylvania
dismissed this action.  IPL sought review of this dismissal by the United States
Supreme  Court.  The IPL petition for certiorari was denied by the United States
Supreme Court as reported on PECO Energy  Company's  Current  Report on Form 8-K
dated  March 8, 1999.  All  appeals of the PUC's  Final Order dated May 14, 1998
that were being pursued have been resolved and all other appeals that were being
held in abeyance have been withdrawn with prejudice from the Commonwealth  Court
of Pennsylvania and the United States District Court.













                                       7

<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

         The  following  analysis  of the  financial  condition  and  results of
activities of PECO Energy  Transition  Trust (PETT) is in an abbreviated  format
pursuant  to  Instruction  H of  Form  10-Q.  Such  analysis  should  be read in
conjunction  with the  Financial  Statements  and Notes to Financial  Statements
included in Item 1 above, and the Note Issuer's Annual Financial  Statements and
the Notes to Financial  Statements included in its Registration  Statement dated
March 18, 1999.

         PETT  was  formed  under  the  laws  of  Delaware  pursuant  to a trust
agreement  between PETT,  PECO Energy Company (PECO  Energy),  First Union Trust
Company,  N.A., acting  thereunder not in its individual  capacity but solely as
issuer trustee of PETT, and two beneficiary  trustees  appointed by PECO Energy.
PETT is currently  governed by an amended and restated trust agreement among the
same  parties.  On November 3, 1999,  PECO Energy  Company,  in its  capacity as
Grantor  under such amended and  restated  trust  agreement,  removed one of the
beneficiary trustees and appointed a replacement beneficiary trustee.

         Excluding the effects of the purchase of ITP from PECO Energy  Company,
additions  for the three and nine months  ended  September  30, 1999 were $159.5
million and $325.7 million,  respectively.  These additions  primarily represent
the recovery of ITC.  Excluding the effects of the issuance of transition  bonds
(Transition Bonds), deductions for the three and nine months ended September 30,
1999 were $111.1 million and $312.0 million,  respectively,  and included: $66.1
million and $130.0 million,  respectively,  of interest charges  associated with
the Transitiion Bonds issued on March 25, 1999;  amortization charges related to
the ITC of $41.0 million and $62.3 million,  respectively, and servicing fees of
$3.0 million and $6.0 million, respectively.

         On March 25,  1999,  PETT issued  $244.5  million  aggregate  principal
amount of 5.48% Transition Bonds, Class A-1, $275.4 million aggregate  principal
amount of 5.63% Transition Bonds, Class A-2, $667.0 million aggregate  principal
amount of LIBOR+0.125%  (6.02% on September 30, 1999)  Transition  Bonds,  Class
A-3, $458.5 million aggregate  principal amount of 5.80% Transition Bonds, Class
A-4,  $464.6  million  aggregate  principal  amount  of  LIBOR+0.200%  (6.10% on
September  30, 1999)  Transition  Bonds,  Class A-5,  $993.4  million  aggregate
principal amount of 6.05% Transition Bonds,  Class A-6, $896.6 million aggregate
principal amount of 6.13% Transition Bonds, Class A-7.

         PECO Energy,  servicer of the transition  bonds,  along with its wholly
owned  subsidiary  NewCo, has entered into an agreement and Plan of Merger dated
as of September 22, 1999 with Unicom  Corporation.  It is  anticipated  that the
surviving  corporation  of the merger will serve as  servicer of the  Transition
Bonds in accordance with terms of the Master Servicing Agreement. For additional
information on the proposed merger,  see PECO Energy Company's  Quarterly Report
on Form 10-Q for the quarter ended September 30, 1999 and its Current Reports on
Form 8-K dated September 22, 1999, September 23, 1999 and September 24, 1999.

         PETT relies on the  computer  systems of PECO Energy in its capacity as
servicer  under the Master  Servicing  Agreement.  PECO Energy is faced with the
task of  addressing  the Year 2000 (Y2K)  issue.  The Y2K issue is the result of
computer  programs being written using two digits rather than four to define the
applicable  year  and  other   programming   techniques   which  constrain  date
calculations or assign special  meanings to certain dates.  Any of PECO Energy's
computer  systems  that have  date-sensitive  software  or  microprocessors  may
recognize  a date using "00" as


                                       8
<PAGE>
the year 1900 rather than the year 2000.  This could result in a system  failure
or miscalculations  causing  disruptions of operations,  including,  among other
things,  a  temporary   inability  to  measure  usage,   read  meters,   process
transactions,  send bills or operate electric generation stations.  In addition,
the Y2K issue could  affect the ability of  customers  to receive  bills sent by
PECO Energy or make payments on such bills.

         PECO  Energy  determined  that it was  required  to modify,  convert or
replace significant portions of its software and a subset of its system hardware
and embedded technology so that its computer systems will properly utilize dates
beyond  December 31,  1999.  PECO Energy  presently  believes  that,  with these
modifications conversions and replacements, the effect of the Y2K issue has been
mitigated.  If such  modifications,  conversions,  and replacements had not been
made or  completed in a timely  manner,  the Y2K issue could have had a material
adverse  impact on the operations  and financial  condition of PECO Energy.  The
costs associated with this potential impact are not presently quantifiable. PECO
Energy has not investigated and has no intention of investigating  the Y2K issue
as it relates to any customer's  ability to receive bills sent by PECO Energy or
make payments on bills.

         For  additional  information  on PECO  Energy's Y2K  project,  see PECO
Energy's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Omitted with respect to PETT pursuant to Instruction H of Form 10-Q.











                                       9


<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Omitted with respect to PETT pursuant to Instruction H of Form 10-Q.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Omitted with respect to PETT pursuant to Instruction H of Form 10-Q.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Omitted with respect to PETT pursuant to Instruction H of Form 10-Q.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

Exhibit No.       Description
-----------       -----------
27                Financial Data Schedule.

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

         Report,  dated September 1, 1999, reporting  information under "ITEM 5.
                  OTHER EVENTS" and "ITEM 7. FINANCIAL  STATEMENTS and EXHIBITS"
                  regarding  the  reports to the  bondholders  provision  of the
                  Indenture, dated March 1, 1999.








                                       10
<PAGE>
                          PECO ENERGY TRANSITION TRUST


                                   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 thereunto duly authorized.





Date:  November 15, 1999                    By:  /s/ George R. Shicora
                                                 ----------------------------
                                                 George R. Shicora
                                                 Beneficiary Trustee