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, 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
                                                    (Unaudited)
                                                   (in millions)


                                                       For the Three Months Ended         For the Nine Months Ended
                                                             September 30,                     September 30,

                                                          2001             2000            2001              2000
                                                        -------          -------          -------           -------
ADDITIONS
<S>                                                      <C>               <C>             <C>              <C>
Intangible Transition Property                           $    -            $   -           $    -           $ 1,009
Issuance of Transition Bonds                                  -                -              805                 -
ITC Collections                                             162              141              464               318
Due from Related Party                                       26               22               11                37
Interest Income                                               4                4                8                 9
Debt Issuance Costs                                           -                -                5                 7
Contributions by Trust Grantor                                -                -                -                 5
                                                        -------          -------          -------           -------

TOTAL ADDITIONS                                             192              167            1,293             1,385
                                                        -------          -------          -------           -------

DEDUCTIONS
Redemption of Transition Bonds                                -                -              805                 -
Transition Bonds, net of debt discount                        -                -                -               998
Interest Expense                                             79               81              233               215
Amortization of Intangible Transition Property               92               41              248               101
Service Fee Expense                                           3                3                9                 8
Due to Related Party                                          -                -                -                18
Amortization of Debt Issuance Costs                           1                1                6                 3
Amortization of Bond Discount                                 -                -                1                 -
Interest Rate Swaps Valuation Adjustment                     11                -                4                 -
                                                        -------          -------          -------           -------

TOTAL DEDUCTIONS                                            186              126            1,306             1,343
                                                        -------          -------          -------           -------

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

CHANGES IN NET ASSETS AVAILABLE FOR TRUST
ACTIVITIES                                                    6               41              (32)               42
                                                        -------          -------          -------           -------

NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
AT BEGINNING OF PERIOD                                       92               88              130                87
                                                        -------          -------          -------           -------

NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
AT END OF PERIOD                                        $    98          $   129          $    98           $   129
                                                        =======          =======          =======           =======
</TABLE>





                                         See Notes to Financial Statements.

                                                         2
<PAGE>



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


<TABLE>
<CAPTION>
                                                          September 30,    December 31,
                                                              2001            2000
                                                             ------          ------

ASSETS

Current Assets:
<S>                                                          <C>             <C>
Restricted Cash and Cash Equivalents                         $  156          $  254
Interest Receivable                                               1               1
Due from Related Party, net                                      92              81
Current Portion of Intangible Transition Property               428             355
                                                             ------          ------

     Total Current Assets                                       677             691

Noncurrent Assets:
Debt Issuance Costs, net of amortization                         24              26
Intangible Transition Property, net of amortization           4,158           4,479
                                                             ------          ------

     TOTAL ASSETS                                             4,859           5,196
                                                             ------          ------

LIABILITIES

Current Liabilities:
Accrued Interest                                                 31             106
Accrued Expenses                                                  1               -
Current Portion of Long-Term Debt                               213             297
                                                             ------          ------

     Total Current Liabilities                                  245             403

Noncurrent Liabilities:
Due to Related Party                                            129             129
Long-Term Debt                                                4,364           4,534
Interest Rate Swaps                                              23               -
                                                             ------          ------

     TOTAL LIABILITIES                                        4,761           5,066
                                                             ------          ------


NET ASSETS AVAILABLE FOR TRUST ACTIVITIES                    $   98          $  130
                                                             ======          ======

</TABLE>


                         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 September 30, 2001 and for
the three and nine 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  approximately  $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 the interest rate swaps.  As of September 30, 2001, the fair value of
interest  rate swaps  decreased $4 million to an exposure of $23  million.  This
exposure is reflected as Interest Rate Swaps on PETT's  Statements of Net Assets
Available for Trust Activities.

         As of September 30, 2001, the expected  impact on net assets  available
for trust activities over the next twelve months is a $2 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  amortization  schedule for the Transition
Bonds, PECO must pay liquidated damages equal to the lost principal and interest
of the amortization schedule.


                                       4
<PAGE>

         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 nine months ended  September  30, 2001 and 2000,  PETT recorded
$464 million and $318 million of ITC collections,  respectively. The increase of
$146 million is primarily  due to the issuance of the 2000-A  Transition  Bonds.
For the nine months ended  September 30, 2001 and 2000, PETT recorded $9 million
and $8  million,  respectively,  in  servicing  fees based upon the  outstanding
principal amount of the Transition Bonds.

         As of September  30, 2001 and  December 31, 2000,  the Due from Related
Party  balance  was $92  million  and $81  million,  respectively.  The Due from
Related  Party  balance  represents  ITC billings by PECO that have not yet been
collected of $87 million and $77 million,  respectively,  and ITC collections by
PECO that  have not yet been  remitted  to PETT of $6  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 September  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 for the year
ended December 31, 2000.

         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 nine months
ended  September  30, 2001 and  September  30,  2000 were $483  million and $369
million,  respectively.  These  additions  include the  recovery  of  intangible
transition  charges (ITC). The increase of $114 million is primarily due to $103
million of additional  collections  related to the issuance of the Series 2000-A
Transition  Bonds,  and an $11  million  prepayment  of  competitive  transition
charges by a large customer.  Deductions for the nine months ended September 30,
2001 and  September  30,  2000,  on the same  basis were $520  million  and $345
million, respectively. The increase of $175 million is primarily attributable to
amortization  of  intangible  transition  property  of $147  million  and higher
interest  expense of $18  million  associated  with the  issuance  of the Series
2000-A  Transition Bonds and an increase related to the interest rate swaps fair
value adjustment, including the SFAS 133 transition adjustment of $23 million.


                                       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 September 30, 2001, the aggregate notional amount of these swaps was
$326  million.  At September 30, 2001,  the fair market value  exposure of these
instruments  was $23 million based on the present value  difference  between the
contracted rate and the market rates at that date. If the derivative instruments
had been  terminated at September 30, 2001, the estimated fair value  represents
the amount to be paid by PETT to the counterparties.

                                       7
<PAGE>

         A  hypothetical  50 basis point increase in the spot yield at September
30, 2001 would have resulted in an aggregate fair market value exposure of these
interest  rate swaps of $18  million.  If the  derivative  instruments  had been
terminated at September 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 September
30, 2001 would have resulted in an aggregate fair market value exposure of these
interest  rate swaps of $29  million.  If the  derivative  instruments  had been
terminated at September 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 the interest rate swaps.  As of September 30, 2001, the fair value of
interest  rate swaps  decreased $4 million to an exposure of $23  million.  This
exposure is reflected as Interest Rate Swaps on PETT's  Statements of Net Assets
Available for Trust Activities.

         As of September 30, 2001, the expected  impact on net assets  available
for trust activities over the next twelve months is a $2 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  September  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:  November 14, 2001                  By:  /s/ George R. Shicora
                                               ----------------------------
                                               George R. Shicora
                                               Beneficiary Trustee




























                                       10