SecProbe.io

Mail Stop 3561
August 21, 2007

By U.S. Mail and facsimile to (312) 394-8925

John W. Rowe
Chairman, President and Chief Executive Officer
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, IL  60680-5379

Re: Exelon Corporation
 Definitive 14A
Filed March 30, 2007
 File No. 1-16169

Dear Mr. Rowe:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation
disclosure.

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

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

John W. Rowe
Exelon Corporation
August 21, 2007 Page 2
Compensation Committee, page 13
1. Please provide a description of the na ture and scope of the compensation
consultant’s assignment and the material elem ents of the instructions or directions
given to the consultant with respect to  the performance of its duties under the
engagement.  See Item 407(e)(3 )(iii) of Regulation S-K.
2. Please discuss the role of the executive officers in determining or recommending the amount or form of executive and director compensation.  See Item
407(e)(3)(ii) of Regulation S-K.  Please consider discussing whether the chief
executive officer had the ability to  call or attend compensation committee
meetings, whether the chief executive officer met with the compensation
consultant used by the compensation committee, whether the chief executive officer retained or had access to a ny other compensation consultant who
influenced your executive compensati on and the amount of input the chief
executive officer had in deve loping compensation packages.

Compensation of Non-Empl oyee Directors, page 18
3. Please disclose the grant date fair value of the deferred stock unit awards made in
2006 in accordance with FAS 123R.  See the In struction to Item 402(k)(2)(iii) of
Regulation S-K.

Compensation Discussion and Analysis, page 26
4. We refer you to Securities Act Release 8732A, Section II.B.1.  As noted in that section, the compensation discussion and an alysis should be sufficiently precise to
identify material differences in co mpensation policies for individual named
executive officers.  Mr. Rowe’s sala ry, non-equity incentive compensation and
equity awards were significantly high er than amounts given to other named
executive officers.  Please supplement the disclosure to explain the reasons for the differences in the amounts of compensation awarded to the named executive officers.
5. Throughout this section, you indicate that you consider a named executive
officer’s individual performance in sett ing compensation.  Please discuss how you
structure and implement specific forms of compensation to reflect the named
executive officer’s individual performa nce or contribution and describe the
elements of individual performance or contribution that you have taken into consideration.  See Item 402(b )(2)(vii) of Regulation S-K.

John W. Rowe
Exelon Corporation
August 21, 2007 Page 3
Annual Incentives, page 28
6. You have not disclosed the financial meas ures and key performance indicators for
the annual incentive plan for 2007 or the tota l shareholder return goals for awards
of performance share units for 2007.  Please disclose or, to the extent you believe
disclosure of these targets is not required because it would result in competitive harm, provide us on a supplemental basis a detailed explanation under Instruction
4 to Item 402(b) of Regulation S-K for this conclusion.  See also Question 3.04 of
the Item 402 of Regulation S-K Interp retations available on our website at
www.sec.gov .  If disclosure of the perfor mance-related factors would cause
competitive harm, please discuss how difficult it will be for the named executive officer or how likely it will be for you to achieve the target levels or other factors.
Please see Instruction 4 to Item 402(b) of Regulation S-K.

Long-Term Incentives, page 29
7. Please discuss how the compensation committee determines the amount of long-term equity incentives to allocate to e ach of the named executive officers.  Refer
to Item 402(b)(1)(v) of Regulation S-K.

CEO Compensation, page 33
8. We refer you to Item 402(b)(1)(vi) of Regulation S-K.  Please discuss how each compensation element and your decisions re garding that elemen t fit into your
overall compensation objectives and affect  decisions regarding other elements.
During 2006 Mr. Rowe exercised a significant number of options and a significant amount of shares vested.  To the extent material, discuss whether the
compensation committee considered comp ensation or amounts realizable from
prior compensation in setting other elements  of compensation, such as gains from
prior stock and option awards.  See Item 402(b)(2)(x) of Regulation S-K.

Stock Performance Graph, page 38
9. Please relocate the stock performance graph so it is not in proximity to the summary compensation table.  The Co mmission is of the view that the
“Performance Graph should not be presen ted as part of executive compensation
disclosure.”  See Section II.B.4 of Securities Ac t Release 8732A.

Outstanding Equity Awards at Fiscal-Year End, page 44
10. Please provide the specific vesting dates for each grant of options and shares of
stock.  See Instruction 2 to It em 402(f)(2) of Regulation S-K.

John W. Rowe
Exelon Corporation
August 21, 2007 Page 4
Nonqualified Deferred Compensation, page 47
11. Please provide a footnote quantifying the ex tent to which amounts reported in the
contributions and earnings columns are repor ted as compensation in the last fiscal
year and the amounts reported in the aggreg ate balance at last fiscal year end
previously were reported as compensati on to the named executive officer in the
summary compensation table for previous years.  See the Instruction to Item
402(i)(2) of Regulation S-K.
12. Please consider disclosing the measures for calculating plan earnings, and quantify the earnings measures applicable du ring the last fiscal year.  See Item
402(i)(3)(ii) of Regulation S-K.

Potential Payments Upon Termination or Change in Control, page 48
13. Please describe and explain in the comp ensation discussion and analysis section
how you determine the appropriate paymen t and benefit levels under the various
circumstances that trigger payments or provision of benefits upon termination or a
change in control.  See Items 402(b)(1 )(v) and 402(j)(3) of Regulation S-K.
Please discuss why you have chosen to pay various multiples of the components of compensation as severance or  change-in-cont rol payments.

 Please respond to our comments by September 21, 2007, or tell us by that time
when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond to our comments, please provide, in writing, a statement from
the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

John W. Rowe
Exelon Corporation
August 21, 2007 Page 5
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3238 with any questions.

Sincerely,

Ellie Quarles
Special Counsel