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 June 30, 2001

          [ ] 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
<TABLE>
<CAPTION>

                                  PECO ENERGY TRANSITION TRUST
                   STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
                                                (in millions)

                                                   For the Three Months Ended   For the Six Months Ended
                                                            June 30,                    June 30,
                                                          -------------                -----------

                                                         2001           2000        2001         2000
                                                         ----           ----        ----         ----
                                                      (Unaudited)                (Unaudited)
ADDITIONS
<S>                                                       <C>        <C>          <C>          <C>
Intangible Transition Property                          $    -       $1,009       $    -       $1,009
Issuance of Transition Bonds                                 -           -           805            -
ITC Collections                                            125           89          302          177
Due from Related Party                                       2           14            -           15
Interest Income                                              1            2            4            5
Debt Issuance Costs                                          -            7            5            7
Contributions by Trust Grantor                               -            5            -            5
Interest Rate Swaps Valuation Adjustment                    14            -            7            -
                                                          ----        -----        -----         ----

TOTAL ADDITIONS                                            142        1,126        1,123        1,218
                                                           ---        -----        -----        -----

DEDUCTIONS
Redemption of Transition Bonds                               -            -          805            -
Transition Bonds, net of debt discount                       -          998            -          998
Interest Expense                                            79           73          154          134
Amortization of Intangible Transition Property              85           29          156           60
Service Fee Expense                                          3            3            6            5
Due from Related Party                                       -           18           15           18
Amortization of Debt Issuance Costs                          4            1            5            2
Amortization of Bond Discount                                1            -            1            -
                                                          ----         ----         ----         ----

TOTAL DEDUCTIONS                                           172        1,122        1,142        1,217
                                                           ---        -----        -----        -----

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

CHANGES IN NET ASSETS AVAILABLE FOR TRUST
ACTIVITIES                                                 (30)           4          (38)           1
                                                          -----       -----        ------        ----

NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
AT BEGINNING OF PERIOD                                     122           84          130           87
                                                           ---         ----          ---          ---

NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
AT END OF PERIOD                                        $   92       $   88       $   92        $  88
                                                        ======       ======       ======        =====

</TABLE>

                       See Notes to Financial Statements.

                                       2
<PAGE>
                          PECO ENERGY TRANSITION TRUST
             STATEMENTS OF NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
                                  (in millions)


                                                      June 30,      December 31,
                                                        2001            2000
                                                        ----            ----
                                                    (Unaudited)
ASSETS

Current Assets:
Restricted Cash and Cash Equivalents                   $  270          $  254
Interest Receivable                                         -               1
Due from Related Party, net                                66              81
Current Portion of Intangible Transition Property         410             355
                                                          ---             ---

     Total Current Assets                                 746             691

Noncurrent Assets:
Debt Issuance Costs, net of amortization                   26              26
Intangible Transition Property, net of amortization     4,268           4,479
                                                        -----           -----

     TOTAL ASSETS                                       5,040           5,196
                                                        -----           -----

LIABILITIES

Current Liabilities:
Accrued Interest                                          104             106
Accrued Expenses                                            1               -
Current Portion of Long-Term Debt                         275             297
                                                          ---             ---

     Total Current Liabilities                            380             403

Noncurrent Liabilities:
Due to Related Party                                      129             129
Long-Term Debt                                          4,427           4,534
Interest Rate Swaps                                        12               -
                                                      -------          ------

     TOTAL LIABILITIES                                  4,948           5,066
                                                        -----           -----


NET ASSETS AVAILABLE FOR TRUST ACTIVITIES               $  92          $  130
                                                        =====          ======

                       See Notes to Financial Statements.

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

1. BASIS OF PRESENTATION
     The accompanying financial statements as of June 30, 2001 and for the three
and six months then ended are unaudited,  but include all adjustments  that PECO
Energy  Transition Trust (PETT) considers  necessary for a fair  presentation of
such financial  statements.  All adjustments are of a normal,  recurring nature.
Certain  prior year amounts have been  reclassified  for  comparative  purposes.
These  notes  should  be read in  conjunction  with  PETT's  Notes to  Financial
Statements  included  in its  Annual  Report  on Form  10-K for the  year  ended
December 31, 2000.


2. TRANSITION BONDS
     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. The Series 1999-A, Series 2000-A and
Series 2001-A  Transition  Bonds are referred to collectively as the "Transition
Bonds".


3. 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 PETT's  interest rate swaps.  As of June 30, 2001,  the fair value of
interest  rate swaps  increased $7 million to an exposure of $12  million.  This
exposure is relfected as Interest Rate Swaps on PETT's  Statements of Net Assets
Available for Trust Activities.

     As of June 30, 2001, the expected impact on net assets  available for trust
activities over the next twelve months is a $1 million loss.


4. 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

                                       4

<PAGE>
amortization schedule for the Transition Bonds, PECO must pay liquidated damages
equal to the lost principal and interest of the amortization schedule.

     For  financial   reporting   purposes  and  Federal  and   Commonwealth  of
Pennsylvania  income and franchise tax purposes,  the transfer of ITP to PETT is
treated as a financing arrangement and not a sale.

     The Series 2001-A  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 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 six months ended June 30, 2001 and 2000, PETT recorded $303 million
and $177 million of ITC collections,  respectively. The increase of $126 million
is primarily  due to the issuance of the 2000-A  Transition  Bonds.  For the six
months ended June 30, 2001 and 2000,  PETT recorded $6 million and $5 million in
servicing  fees based upon the  outstanding  principal  amount of the Transition
Bonds, respectively.

     As of June 30, 2001 and  December  31,  2000,  the Due from  Related  Party
balance was $66  million and $81  million,  respectively.  The Due from  Related
Party balance  represents  ITC billings by PECO that have not yet been collected
of $65 million and $77 million,  respectively,  and ITC collections by PECO that
have not yet been  remitted to PETT of $2 million and $5 million,  respectively.
These amounts are partially offset by servicing fees of $1 million that have not
been paid to PECO by PETT.

     As of June 30, 2001 and December 31, 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.

                                       5
<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 PETT's Annual Report on Form 10-K.

     PETT was formed  under the laws of Delaware  pursuant to a trust  agreement
between PETT, PECO Energy Company (PECO) as grantor,  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.  PETT is
currently  governed by an amended and restated  trust  agreement  among the same
parties.

     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%.

     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) from PECO,  additions for the six months
ended  June 30,  2001 and June 30,  2000 were  $307  million  and $202  million,
respectively.  These  additions  include the recovery of  intangible  transition
charges  (ITC).  The $105 million  increase is  primarily  due to $94 million of
additional  collections  related to the issuance of the Series 2000-A Transition
Bonds,  higher  electric  delivery  volume  and an  $11  million  prepayment  of
competitive  transition  charges  by a large  customer.  Deductions  for the six
months  ended  June 30,  2001 and June 30,  2000,  on the same  basis  were $350
million and $219 million, respectively.  These amounts included $154 million and
$134 million,  respectively,  of interest charges associated with the transition
bonds;  amortization expense related to the ITC of $163 million and $62 million,
respectively;  a change in the Due from  Related  Party of $15  million  and $18
million, respectively;  interest rate swap fair value adjustment,  including the
SFAS 133 transition  adjustment of $12 million in 2001; and servicing fees of $6
million and $5 million,  respectively.  The change in the Due from Related Party
balance was due to the timing of ITC billings and collections.  The increases in
interest expense and amortization  expense were primarily due to the issuance of
the Series 2000-A Transition Bonds.


                                       6
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     PETT's  activities  expose  it to market  risks  primarily  related  to the
effects of changes in interest rates.  These  financial  exposures are monitored
and managed by PETT as an integral part of its overall risk-management program.

     PETT's   interest-rate  risk  management   strategy  includes  the  use  of
derivative instruments to minimize significant,  unanticipated earnings and cash
flow fluctuations caused by interest-rate volatility. Interest rate swaps may be
used to adjust  exposure when deemed  appropriate,  based on market  conditions.
These strategies are employed to minimize the cost of capital.

     By using derivative financial  instruments to hedge exposures to changes in
interest rates,  PETT exposes itself to credit risk and market risk. Credit risk
is the risk of a counterparty  failing to perform  according to contract  terms.
When the value of a  contract  is  positive,  the  counterparty  owes PETT which
creates  repayment  risk for PETT.  When the value of a  derivative  contract is
negative, PETT owes the counterparty and the derivative contract does not create
repayment  risk.  PETT minimizes the credit (or repayment)  risk by (1) entering
into transactions with high-quality  counterparties,  (2) limiting the amount of
exposure to each  counterparty,  (3) monitoring  the financial  condition of its
counterparties,  and (4) seeking  credit  enhancements  to improve  counterparty
credit quality.

     Market  risk is the effect on the value of PETT's  commitments  that result
from a change in interest rates.  The market risk associated with interest rates
is managed by the  establishment  and  monitoring of  parameters  that limit the
types and degree of market risk that may be undertaken.

     PETT's derivatives activities are subject to the management, direction, and
control of Exelon Corporation's (Exelon) Risk Management Committee (RMC). Exelon
is the ultimate  parent  company of PECO.  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
Exelon's derivative  activities  including those of PETT. The RMC (1) sets forth
risk  management  philosophy and objectives  through a corporate  policy and (2)
establishes procedures for control and valuation,  counterparty credit approval,
and the monitoring and reporting of derivative activity.

     In 1999,  PETT entered into interest  rate swaps  relating 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, PETT cancelled $800 million of interest rate swaps.

     At June 30, 2001,  the  aggregate  notional  amount of these swaps was $319
million.  At June 30, 2001, the fair market value exposure of these  instruments
was $12 million based on the present  value  difference  between the  contracted
rate and the market rates at


                                       7

<PAGE>
that date. If the derivative  instruments  had been terminated at June 30, 2001,
the  estimated  fair  value  represents  the  amount  to be  paid by PETT to the
counterparties.

     A  hypothetical  50 basis point increase in the spot yield at June 30, 2001
would have resulted in an aggregate fair market value exposure of these interest
rate swaps of $8 million.  If the derivative  instruments had been terminated at
June 30, 2001, the estimated fair value represents the amount to be paid by PETT
to the counterparties.

     A  hypothetical  50 basis point decrease in the spot yield at June 30, 2001
would have resulted in an aggregate fair market value exposure of these interest
rate swaps of $15 million. If the derivative  instruments had been terminated at
June 30, 2001, the estimated fair value represents the amount to be paid by PETT
to the counterparties.

     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 PETT's  interest rate swaps.  As of June 30, 2001,  the fair value of
interest  rate swaps  increased $7 million to an exposure of $12  million.  This
exposure is reflected as Interest Rate Swaps on PETT's  Statements of Net Assets
Available for Trust Activities.

     As of June 30, 2001, the expected impact on net assets  available for trust
activities over the next twelve months is a $1 million loss.


                                       8
<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 None

     (b)  During the quarter  ended June 30, 2001,  the PETT filed the following
          Current Reports on Form 8-K:

          None


                                       9
<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:  August 14, 2001                      By:  /s/ George R. Shicora
                                            ----------------------------
                                            George R. Shicora
                                            Beneficiary Trustee


                                       10