SecProbe.io

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Mail Stop 0308

May 6, 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
			Amendment No. 1 to Registration Statement on Form
S-4
			File No. 333-122704
      Filed April 14, 2005

			Exelon Corporation
Form 10-K for the Fiscal Year Ended December 31, 2004
      Form 10-Q for the Quarter Ended March 31, 2005
Form 8-Ks filed February 25, March 7, March 8, March 29, March 30,
March 31, April 5, April 6, April 14, April 25 and April 27, 2005
      File No. 1-16169

Dear Mr. Mehrberg:

      We have reviewed your filings 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 documents 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 your response to prior comment 5 and further note your
intention not to waive the tax opinion condition.  However, please
disclose whether you will re-solicit shareholders if you waive the
requirement regarding receipt of the tax opinion.
2. We note your response to our prior comment 16.  Our original
comment was in response to your disclosure under "Recommendation
of
PSEG Board; PSEG`s Reasons for the Merger," the second bullet
point,
"Increased Scale and Scope, Diversification of Risk."  In your
disclosure you state that "[t]he combined company will have
greater
diversification of market and regulatory regimes and more balance
in
its electric and gas delivery and generation portfolio."  This
appeared to be a discussion of how the resulting company`s
business
segments will be more balanced.  Our prior comment requested that
you
provide an objective measure of how your business would be more
balanced by these segments.  We reissue our prior comment 16.

The Merger Agreement, page 116
3. We note your statement in the first italicized paragraph
regarding
the merger agreement that "[i]t is not intended to provide any
other
factual information about Exelon or PSEG."   Investors are
entitled
to rely upon disclosures in your publicly filed documents,
including
the merger agreement.  Please revise your disclosure to eliminate
the
implication that stockholders may not rely upon the disclosure
regarding the merger agreement.

Exelon Unaudited Pro Forma Condensed Combined Consolidated
Financial
Statements and Notes, page 137
4. We note your response to prior comment 25.  Please be advised
that
we believe any changes from the pro forma financial statements,
which
shareholders will vote upon, should be identified and discussed in
the financial statements in the period in which the purchase is
recorded.

Notes to Unaudited Pro Forma Condensed Combined Consolidated
Balance
Sheet
Note (b), page 150
5. You indicate in response 26 that you intend to engage a
valuation
firm(s) to obtain a detailed evaluation of plants on a unit by
unit
basis.  You expect the valuation expert to begin work in the
second
quarter of 2005.  As you are aware, GAAP requires allocation of
the
purchase price to be based on fair values of the closing date of
the
merger. Please be advised that such valuation work should place
more
weight on comparable prices that occurred closer to the close date
to
the extent the valuation uses a comparable sales approach.
Accordingly, this portion of the valuation should be updated for
more
current sales since close is expected to be substantially later
than
the second quarter of 2005.  If there are no recent sales of
comparable plants, the valuation should include a projection of
fair
value based on the trend of sales price data.  Similarly,
discounted
cash flow analyses should also be updated to reflect assumptions
as
of the closing date.
6. In response to prior comment 26, you state that you allocated
$901
million to identifiable intangible assets.  These intangible
assets
represent nuclear fuel supply contracts, power supply contracts,
and
power purchase contracts.  Please explain why you believe these
contracts meet the definition of an intangible asset as defined in
Appendix F to SFAS 142.  If you conclude these assets are properly
categorized as intangible assets, please present all such assets
as a
separate line item on your balance sheet pursuant to paragraph 42
of
SFAS 142.  If such assets constitute financial assets, then you
should not characterize them as intangibles.
7. Your response to prior comment 26 with respect to the premium
paid
is not comprehensive.  As such, we reissue the latter portion of
the
comment.  We assume you performed significant sophisticated
analysis
of the benefits management believed they would obtain with the
acquisition of PSEG.  We further assume such analysis was made in
order to determine your initial and maximum bid amounts.  As
requested, 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 a regulated rate of return.  In justifying the
abnormal amount of recorded goodwill, please cite examples of
other
recent utility industry acquisitions and, for comparative
purposes,
tell us the amount of the purchase price allocated to goodwill
versus
tangible and identifiable intangible assets for each acquisition.
Please explain to us in detail your economic analysis of the
strengths and weaknesses of PSEG leading up to the final agreement
to
acquire.  We may have further substantive comment.

Note (c), page 151
8. We have reviewed prior comment 29.  With respect to market
comparable transactions, tell us specifically which plant sales
you
used in your analysis including the date in which the transaction
occurred.  Ensure you show us whether there was any averaging or
weighting of $/kW for different sales and how you used the unit
specific variables on individual PSEG units.  Tell us whether the
comparable transactions related to asset sales or business
acquisitions.  Further, explain in detail how you determined a
fair
value of approximately $1,000 per kW on the high end and $600 per
kW
on the low end for your nuclear stations.  You state that market
comparable transactions are very limited and vary significantly by
unit, yet you state that the fair value was determined based on an
analysis of the specific units and their relation to the
identifiable
market comparable transactions.  Please describe more specifically
how this range was determined.   For those nuclear units in which
you
held an interest, tell us whether Exelon`s valuation gave any
consideration to allocating a larger dollar amount per kW for
those
units given the elimination of a minority interest.  Finally, you
state that you determined the midpoint valuation would be the most
reasonable approach for the fossil stations based on the
variability
of the valuations using the different assumptions.  Please explain
in
detail what you mean by the "variability" of the valuations and
why
this led you to conclude the midpoint valuation, as opposed to
some
other point, was most appropriate.   We may have further comment.

Note (g), page 152
9. We have reviewed prior comment 31.  You should consider
revising
note (f) on page 146 and note (g) on page 152 to make it clear
that
both the debt fair value adjustment and the associated regulatory
asset will be amortized over the same period and in the same
amounts
through interest expense, with no impact to the income statement
for
PSE&G debt.  If you believe that point is clear, please
supplementally explain.

Note (h), page 153
10. We have reviewed prior comment 32.  Please explain in further
detail why the vast majority of PSEG`s decommissioning scenarios
assumed immediate decommissioning and earlier cash outflows than
the
cash outflows used by Exelon, resulting in a lower decommissioning
liability for the PSEG units.  In doing so, specifically tell us
the
probability weighting Exelon gave to each scenario and how such
probability assessment was determined.  Tell us, as of the current
date, which process is the most economical.  Further, as you
indicated in response to prior comment 47, please explain to us
the
reason(s) Exelon changed the probability weighting of
decommissioning
scenarios subsequent to the adoption of SFAS 143.

Note (i), page 153
11. We have reviewed prior comment 33.  With respect to PSEG, we
note
that in preparing the valuation of the retiree welfare obligation,
the attribution period for certain employee benefits began when an
employee became eligible for the benefits.  We further note that
Exelon modified this assumption to reflect its methodology.
Please
tell us if the difference in methodology represented a different
interpretation of accounting guidance or if there is an
alternative
reason.  Further, please tell us if PSEG`s Form 10-Q for the
quarter
ended March 31, 2005 will reflect the removal of the cap on its
retiree medical subsidy for retirements after June 30, 2006.

Exhibit 5
12. In the second paragraph of the legal opinion, we note that
counsel has assumed the legal capacity of all signatories to
documents.  Counsel may not assume that you had the legal capacity
to
enter into these documents.  Please revise the opinion
accordingly.

Form 10-K for the fiscal year ending December 31, 2004

Disposition of Enterprises Entities, page 157
13. We have reviewed prior comment 42 and note that, due to the
completion of the sale of Sithe in January 2005, beginning with
Form
10-Q for the quarter ended March 31, 2005, you will be reporting
both
Sithe and qualifying Enterprises businesses as discontinued
operations.  Given the fact that you entered into an agreement to
sell Sithe to Dynegy, Inc. on November 1, 2004, please explain why
Sithe was not classified as a discontinued operation as of
December
31, 2004 in your Form 10-K.  In doing so, please specifically
address
each of the criteria in paragraph 30 of SFAS 144.  On a related
note,
tell us whether the equity pick-up prior to FIN 46 consolidation
on
March 31, 2004 was included in discontinued operations and how it
is
reflected in your pro forma financial statements.

	*	*	*	*	*	*	*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	You may contact Sarah Goldberg, Accountant at (202) 551-3340
or
in her absence, James Allegretto, Senior Assistant Chief
Accountant,
at (202) 551- 3849 if you have questions regarding comments on the
financial statements and related matters.  Please contact Scott
Anderegg, Attorney at (202) 551-3342, Ellie Quarles, Special
Counsel
at (202) 551-3238 or me at (202) 551-3720 with any other
questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc:	Carol M. Lind, Esq.
	Sidley Austin Brown & Wood LLP
	VIA FAX

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Mr. Randall E. Mehrberg, Esq.
May 6, 2005
Page 6

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