SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308

March 11, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. Randall E. Mehrberg, Esq.
Executive Vice President and
  General Counsel
Exelon Corporation
10 South Dearborn Street, 37th Floor
Chicago, Illinois 60680-5379

			Re:	Exelon Corporation
				Registration Statement on Form S-4
				File No. 333-122704
      Filed February 10, 2005

				Exelon Corporation
      Form 10-K for the Fiscal Year Ended December 31, 2004
				Filed February 23, 2005
      File No. 1-16169

Dear Mr. Mehrberg:

      We have reviewed your filing and have the following
comments.
Please be aware that we have limited our review to the terms of
the
transaction reflected in the registration statement, and financial
statement and related information in the periodic report cited
above.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

      *	*	*	*	*	*	*	*	*	*	*

      Form S-4

General
1. We note that in connection with the merger, the rights of
former
PSEG stockholders will be governed by a new certificate of
incorporation and by-laws.  As a result, some material stockholder
rights will no longer apply.  For example, as set forth on page
150
of the prospectus, under the current PSEG by-laws a director may
be
removed without cause upon the vote of 80% of the shares then
entitled to vote at an election of director.  While under Exelon`s
amended and restated by-laws, a director may only be removed from
office for cause by a majority vote of stockholder.  As another
example, as set forth on pages 152 and 153, PSEG shareholders will
no
longer be able to call a special meeting of shareholders upon the
written request of a majority of shareholders.  It does not appear
that you intend to separately present these changes as proposals
for
stockholders to vote upon.  Please tell us why Rule 14a-4(a) (3)
of
the proxy rules does not require you to "unbundle" these matters.
In
this regard, please see the Fifth Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (September 2004).
2. We note that you have filed several written communications
under
Rule 425 after you filed the registration statement.  However,
subsequent to the filing of the registration statement, Rule 425
filings should be made under the Securities Act file number of the
Form S-4.  See Regulation M-A telephone interpretation B.12
available
at www.sec.gov in the July 2000 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations.  Please make the correction in any future
filings.

Prospectus Summary, page 4
3. Please limit your summary disclosure to brief discussions of
only
the most material aspects of the proposed merger.  Some of your
disclosure appears to contain excessive detail, which is better
suited for the body of the prospectus.  For example, you should
provide only a brief description of the tax consequences in this
section.  Another example is your disclosure concerning Exelon`s
amended and restated by-laws.

These are only examples.  Consider whether other subsections or
elements of a discussion within a subsection are necessary for the
summary.  Appropriate revisions should enable you to significantly
reduce the length of the summary.  Please revise accordingly.  We
may
have additional comments based upon your revisions.

4. Disclose here or in the body of the document the status of
regulatory clearances and conditions to the merger.
5. We note your disclosure stating that the merger is subject to
the
satisfaction or waiver of a number of conditions.  Briefly clarify
which conditions to the merger, if any, may be waived.  Please be
aware that we generally believe that re-solicitation is required
when
companies waive material conditions to a merger, especially the
receipt of an opinion that a merger is not taxable to
stockholders.

Risk Factors, page 22
6. Clarify in the introductory paragraph that you have described
all
material risk that are currently known.
7. In general, descriptions of risks that describe circumstances
that
could apply equally to other businesses that are similarly
situated
are generic risks that should not be included in your risk factor
section.  Please either eliminate these generic risks, or revise
them
to state specific material risks to your company or to the
shareholders of PSEG in this offering.  For example, we note that
the
following risk factors appear to contain generic disclosures:
* Providing reliable service to the combined company`s..., page 28
* The combined company`s generation business may ..., page 30
* The combined company`s generation business will rely on FERC...,
page 31
* The price of the combined company`s common stock..., page 32
* The combined company`s business ..., page 35
* The combined company may make acquisitions..., page 35

Please note these are examples only.  Review your entire risk
factor
section and revise as necessary.
8. The anticipated benefits..., page 22.  As drafted, the risks
you
disclose in this risk factor are those that would arise in almost
any
merger of two utility companies.  Please revise this risk factor
to
better tailor the risk to the specific difficulties you expect to
encounter.  For example, later in your prospectus you disclose
your
concern regarding the number of nuclear facilities you will hold
as a
result of the merger and whether that will create regulatory
difficulties for the combined company.  Also, it appears that your
first bullet point in this risk factor is your next risk factor on
page 23.  Please revise.

9. Because a portion of the combined company`s business will
be...,
page 34.  Please revise this risk to indicate the magnitude of the
risk.  Please disclose the percentage of the combined company`s
business that will be conducted outside the United States.
10. Exelon and PSEG retain contingent liability in connection with
asset sales, page 37.  Please revise this risk factor to indicate
the
magnitude of the risk involved.
11. Please consider whether a material risk exists due to each of
Morgan Stanley`s, JP Morgan`s and Lehman Brothers` position as a
financial advisor and related issuance of a fairness opinion given
that a portion of each investment bank`s fee is contingent upon
completion of the merger.  Also consider whether you should
include a
risk factor since Morgan Stanley has acted as PSEG`s financial
advisor and also has provided financial advice to Exelon in
connection with the sale of the outstanding common stock of ExRes
SHS
Inc.

Forward-Looking Statements, page 38
12. We note your statement in which you expand the risk factors
applicable to the combined company and that are present in the
merger
to include the factors identified on pages 38-39.  It is
inappropriate to include other risk factors only in this section.
You should identify all risk factors in the risk factors section.

Background of the Merger, page 52
13. For each key meeting cited here, please ensure that the
disclosure conveys all material persons who participated and all
material matters discussed.  For example, on page 53, you should
identify the outside financial advisors that advised PSEG "for a
brief period of time."  As an example, with respect to the
telephone
conversation between Messrs. Rowe and Ferland on July 19, 2004,
revise to more clearly articulate the nature of those discussions.
Did their conversation only relate to the nuclear operating
contract?
Also, with respect to the July 27, 2004 Exelon board meeting,
discuss
more fully the board`s determination to accept management`s
recommendation to pursue only a possible business combination with
PSEG.  These are only examples.
14. Please disclose why Exelon determined to retain two financial
advisors.  Also, explain how the PSEG board determined to retain
Morgan Stanley even though Morgan Stanley was then acting as
Exelon`s
financial advisor regarding the disposition of Sithe Energies,
Inc.

15. With respect to the November 11, 2004 meeting, disclose the
possible exchange ratios that were considered.  Similarly, discuss
any negotiation process regarding the exchange ratio that may have
taken place on that date or throughout the course of negotiating
the
merger agreement.  Explain clearly how the exchange ratio of 1.225
was determined.  We note the brief reference that Exelon from the
July 16, 2004 description that Exelon proposed a premium of 10-
20%.

Recommendation of Exelon Board; Exelon`s Reasons for the Merger,
page
60
16. Please expand the reasons for the merger to provide specific
information regarding the existing allocation of revenues by
segment
to those resulting from the merger.
17. Please provide more specific guidance as to the source of the
cost synergies of $400 million in the first year and $500 million
in
the second year.  We note Mr. Shapard`s presentation to the UBS
Natural Gas and Electric Utilities Conference in which he outlined
some of the sources of synergies savings from the merger.  Please
review this presentation to determine if there are any other
materials that should be included in your document.  Also, we note
that you estimated that the present value of synergies would be
$8-9
billion.  Please provide disclosure regarding those anticipated
synergies and the amount of accretion expected by Exelon, as noted
in
the presentation.  We may have further comments.

18. Please provide more specific disclosure about how the merger
will
actually benefit the municipalities served by the combined
companies.

Opinion of Financial Advisors, page 68
19. As currently drafted, the discussion of each financial
advisor`s
opinion does not provide a meaningful summary of each of the
analyses
performed because each summary does not provide a clearly written
conclusion relating the results of the analysis to the
consideration
being offer in the transaction.  Consequently, neither Exelon
shareholders nor PSEG shareholders can weigh the results of each
analysis in determining whether to support the proposed merger.
We
understand that each investment banker has weighed the conclusion
of
each analysis and has determined that taken as whole the
transaction
is fair to shareholders.  However, the purpose of the disclosure
is
for shareholders to understand each analysis and then make their
own
determination of fairness.  Please explain in clear, concise and
understandable language what the financial advisor did and how
each
analysis and conclusion are relevant to shareholders and,
specifically, to the consideration that they are receiving in the
merger.  As part of the revisions, please describe the purpose of
each analysis and why particular measures were chosen for
analysis,
and clearly disclose whether or not each analysis supports the
finding of fairness.  We may have additional comments based upon
your
revisions.

20. Please disclose the amount of the fee that JP Morgan will
receive
that is contingent.  Also, please quantify the amount of
compensation
received by JP Morgan, Lehman Brothers and Morgan Stanley from
Exelon
and PSEG during the last two years.  See Item 1015 of Regulation
M-A.
21. Please provide us with copies of all material non-public
information, including projections and potential synergies,
exchanged
among and relied upon by the parties.

Forward-Looking Financial Information, page 91
22. Please disclose your principle assumptions used in developing
your forward-looking income and cash flow statement data.  Please
supplementally explain the rationale behind the development of
each
assumption.  See guidance in Item 10(b) of Regulation S-K and
Chapter
8 of the AICPA Guide for Prospective Financial Information.
Interests of PSEG`s Directors and Executive Officers, page 96
23. To place in context the terms of Mr. Ferland`s second
amendment
to his employment agreement, if material, please summarize and
contrast his existing compensation arrangements with the
compensation
he will receive as a result of the merger.
Consideration to be Received Pursuant to the Merger; Treatment of
Stock Options and PSEG Equity-Based Awards, page 114
24. In this disclosure and elsewhere in your document, clearly and
concisely disclose that the merger will trigger the acceleration
of
some PSEG options but not other options.  Further, in those
disclosures, quantify the number of options that will be
accelerated.

Exelon Unaudited Pro Forma Condensed Combined Consolidated
Financial
Statements and Notes, page 134
25. You indicate the adjustments reflected in the pro forma
financial
statements are preliminary and are subject to change pending
additional information and decisions.  Please note that any
differences between the adjustments reflected in your final pro
forma
financial statements included in the S-4 and those made at closing
of
the acquisition should be identified and discussed in the
financial
statements in which the purchase is recorded. This may best be
accomplished in the note in which you provide the paragraph 51.e
of
SFAS 141 disclosure.  Please ensure you identify differences due
to
external factors such as interest rates or changes in the position
of
commodity forward curves versus those due to factors largely
within
your control, such as changes in estimates, appraisals or
identification of additional contingencies or assets.  Please
confirm
your concurrence with this approach or advise how you plan to
communicate any changes in your allocation of purchase price at
closing.

Notes to Unaudited Pro Forma Condensed Combined Consolidated
Balance
Sheet

Note (b), page 142
26. We note nil purchase price was allocated to acquired
intangible
assets other than goodwill.  Please describe in detail your
process
for identifying acquired intangible assets and explain why you
determined you did not acquire any such assets.  See paragraphs 39
and A10-A28 of SFAS 141.  For example, we understand that the
value
relating to manuals and related documentation surrounding nuclear
plants could be quite substantial, yet no allocation has been
made.
If your cash flow determination of the fair value of plant was
intended to encompass peripheral assets, we believe these items
represent intangibles apart from plant and should be allocated
value
since the cash flows from the plant could be generated without
them.
Other intangibles to be considered include licensing agreements,
emission allowances/credits, procurement contracts, and real
estate
easements.  These examples are not exhaustive.  Given the
substantial
amount of goodwill recorded on this transaction, it appears there
may
be other similar intangibles that may not have been allocated
value.
In this regard, please tell us in detail the reasons you paid a
substantial premium relative to the net fair values to acquire
generating assets and a regulated transmission and distribution
business earning an "allowed" rate of return.  While we understand
synergies that result from the combination of joint plant
interests
as well as cost savings from certain eliminations, such as
corporate
overhead, may justify a premium, your existing purchase price
allocation indicates approxim