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 March 31, 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

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

                                               For the Three Months Ended
                                                       March 31,
                                                       ---------

                                                    2001       2000
                                                   -----      -----

ADDITIONS
Issuance of Transition Bonds                       $ 805      $  --
ITC Collections                                      152         88
Change in Due from Related Party                      --          2
Interest Income                                        5          4
Debt Issuance Costs                                    5         --
                                                   -----      -----

TOTAL ADDITIONS                                      967         94
                                                   -----      -----

DEDUCTIONS
Redemption of Transition Bonds                       805         --
Interest Expense                                      77         61
Amortization of Intangible Transition Property        72         31
Service Fee Expense                                    3          3
Change in Due from Related Party                      17         --
Amortization of Debt Issuance Costs                    1          1
                                                   -----      -----


TOTAL DEDUCTIONS                                     975         96
                                                   -----      -----

CHANGES IN NET ASSETS AVAILABLE FOR TRUST
ACTIVITIES                                            (8)        (2)
                                                   -----      -----

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

NET ASSETS AVAILABLE FOR TRUST ACTIVITIES
AT END OF PERIOD                                   $ 122      $  85
                                                   =====      =====


                       See Notes to Financial Statements.

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


<TABLE>
<CAPTION>
                                                          March 31,    December 31,
                                                            2001          2000
                                                           ------        ------
                                                        (Unaudited)
<S>                                                        <C>           <C>
ASSETS

Current Assets:
Restricted Cash and Cash Equivalents                       $  148        $  254
Interest Receivable                                            --             1
Due from Related Party, net                                    64            81
Current Portion of Intangible Transition Property             389           355
                                                           ------        ------

       Total Current Assets                                   601           691

Noncurrent Assets:
Debt Issuance Costs, net of amortization                       30            26
Intangible Transition Property, net of amortization         4,373         4,479
                                                           ------        ------

       TOTAL ASSETS                                         5,004         5,196
                                                           ------        ------

LIABILITIES

Current Liabilities:
Accrued Interest                                               26           106
Current Portion of Long-Term Debt                             165           297
                                                           ------        ------

       Total Current Liabilities                              191           403

Noncurrent Liabilities:
Due to Related Party                                          129           129
Long-Term Debt                                              4,536         4,534
Cash Flow Hedge Fair Value Adjustment                          26            --
                                                           ------        ------

       TOTAL LIABILITIES                                    4,882         5,066
                                                           ------        ------


NET ASSETS AVAILABLE FOR TRUST ACTIVITIES                  $  122        $  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 March 31, 2001 and for the
three 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.

3. ADOPTION OF NEW ACCOUNTING PRINCIPLE
         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 and  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, therefore,  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 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 rates swaps.

         At March 31, 2001, the aggregate notional amount of these swaps is $326
million.  At March  31,  2001,  the fair  value of these  instruments  was $(26)
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 March 31, 2001,  these estimated fair values  represent the amount to be paid
by PETT to the counterparties.

         A  hypothetical  50 basis point increase in the spot yield at March 31,
2001 would have resulted in an aggregate fair value of these interest rate swaps
of $(19) million. If the derivative instruments had been terminated at March 31,
2001, these estimated fair values represent the amount to be paid by PETT to the
counterparties.

         A  hypothetical  50 basis point decrease in the spot yield at March 31,
2001 would have resulted in an aggregate fair value of these interest rate swaps
of $(34) million. If the derivative instruments had been terminated at March 31,
2001, these estimated fair values represent the amount to be paid by PETT to the
counterparties.

         In  connection  with the adoption of Statement of Financial  Accounting
Standards  (SFAS) No. 133,  "Accounting for Derivatives  Instruments and Hedging
Activities,"  on  January  1,  2001,  PETT  reflected  a  transition  adjustment
decreasing  Net Assets  Available  for Trust  Activities  by $19  million.  This
transaction  is solely  related to the interest  rate swaps.  The adoption  also
impacts  the assets and  liabilities  recorded  on the  Statement  of Net Assets
Available for Trust  Activities of PETT. As of March 31, 2001, the fair value of
interest rate swaps decreased $7 million to an exposure of $26 million.

         As of March 31, 2001, the expected  impact on net assets  available for
trust activities over the next twelve months is a $3 million loss.

                                       4
<PAGE>

4. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
         PETT  purchased  ITP from PECO  pursuant to the  Amended  and  Restated
Intangible Transition Property Sale Agreement,  dated March 25, 1999 as amended,
May 2, 2000 and March 1, 2001 (Sale Agreement).  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  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.

         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 entered into
by 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 three months ended March 31, 2001 and 2000,  PETT recorded $152
million and $88 million,  respectively,  of ITC collections. The increase of $64
million is primarily due to the issuance of the 2000-A Transition Bonds. For the
three  months  ended  March 31, 2001 and 2000,  PETT  recorded $3 million and $3
million,  respectively,  in servicing fees based upon the outstanding  principal
amount of the transition bonds.

         As of March 31, 2001,  and December 31, 2000 the Due from Related Party
balance of $64 million and $81 million, respectively, represents ITC billings by
PECO  that  have  not  yet  been  collected  of $68  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 debt issuance costs of $5 million and $0,  respectively,  owed to PECO
and  servicing  fees of $1 million and $1 million,  respectively,  that have not
been paid by PETT.

         As of March 31, 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 PECO.

                                       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  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%.

         Excluding the effects of the issuance of the Series  2001-A  Transition
Bonds,  additions  for the three  months ended March 31, 2001 and March 31, 2000
were $157  million  and $94  million.  These  additions  primarily  include  the
recovery of intangible  transition  charges (ITC).  The $63 million  increase is
primarily due to $52 million of additional  collections  related to the issuance
of the Series  2000-A  Transition  Bonds and higher  delivery  volume and an $11
million  prepayment  of  competitive  transition  charges  by a large  customer.
Excluding  the effects of the issuance of the Series  2001-A  Transition  Bonds,
deductions  for the three  months  ended  March 31, 2001 and March 31, 2000 were
$170  million and $96  million,  respectively,  and included $77 million and $61
million, respectively, of interest charges associated with the transition bonds;
amortization  expense  related  to the  ITC  of $73  million  and  $32  million,
respectively,  a change in the Due from  Related  Party due to the timing of ITC
billings and collections of $17 million and $0, respectively, and servicing fees
of $3 million and $3 million,  respectively.  The increases in interest  expense
and amortization expense were primarily due to the issuance of the Series 2000-A
Transition Bonds.

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 and  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, therefore,  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 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 rates swaps.

         At March 31, 2001, the aggregate notional amount of these swaps is $326
million.  At March  31,  2001,  the fair  value of these  instruments  was $(26)
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 March 31, 2001,  these estimated fair values  represent the amount to be paid
by PETT to the counterparties.

         A  hypothetical  50 basis point increase in the spot yield at March 31,
2001 would have resulted in an aggregate fair value of these interest rate swaps
of $(19) million. If the derivative instruments had been terminated at March 31,
2001, these estimated fair values represent the amount to be paid by PETT to the
counterparties.

         A  hypothetical  50 basis point decrease in the spot yield at March 31,
2001 would have resulted in an aggregate fair value of these interest rate swaps
of $(34) million. If the derivative instruments had been terminated at March 31,
2001, these estimated fair values represent the amount to be paid by PETT to the
counterparties.

         In  connection  with the adoption of Statement of Financial  Accounting
Standards  (SFAS) No. 133,  "Accounting for Derivatives  Instruments and Hedging
Activities,"  on  January  1,  2001,  PETT  reflected  a  transition  adjustment
decreasing  Net Assets  Available  for Trust  Activities  by $19  million.  This
transaction  is solely  related to the interest  rate swaps.  The adoption  also
impacts  the assets and  liabilities  recorded  on the  Statement  of Net Assets
Available for Trust  Activities of PETT. As of March 31, 2001, the fair value of
interest rate swaps decreased $7 million to an exposure of $26 million.

         As of March 31, 2001, the expected  impact on net assets  available for
trust activities over the next twelve months is a $3 million loss.

                                       6
<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 March 31, 2001,  the PETT filed the following
          Current Reports on Form 8-K:

          Date of earliest event reported:

               March 1, 2001 reporting  information under "ITEM 5. OTHER EVENTS"
               regarding the issuance of $805 million  Series 2001-A  Transition
               Bonds by PETT and redemption of $480 million of its Series 1999-A
               Transition  Bonds Class A-3 and $325 million of its Series 1999-A
               Transition  Bonds Class A-5. The  transaction  closed on March 1,
               2001.

               March 1, 2001 reporting  information under "ITEM 9. REGULATION FD
               DISCLOSURE"   regarding   notice  that   Transition   Bondholders
               Statements   were  sent  to  holders  of  PETT's   Series  1999-A
               Transition Bonds and Series 2000-A Transition Bonds.



                                       7
<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:  May 15, 2001                         By:  /s/ George R. Shicora
                                                     ---------------------------
                                                     George R. Shicora
                                                     Beneficiary Trustee





                                       8