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Mail Stop 3561                  May 12, 2008  John W. Rowe Chairman, President and Chief Executive Officer Exelon Corporation 10 South Dearborn St. Chicago, IL  60680-5379
 Re:  Exelon Corporation
  Form 10-K for Fiscal Year Ended December 31, 2007
  Filed February 7, 2008   Definitive Proxy Statement on Schedule 14A   Filed March 20, 2008   File No. 001-16169
Dear Mr. Rowe:
  We have reviewed your filing and have the following comments.  You should comply with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so, and also explain to us how you intend to co mply.  If you disagree, we will consider your
explanation as to why our commen ts are inapplicable or a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Af ter reviewing this information, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.
 Form 10-K for Fiscal Year Ended December 31, 2007

Item 1A.  Risk Factors, page 41

1. We note in the introductory paragraph to your  risk factors secti on you state that there
may be additional risks in addition to the ones disclosed.  You must disclose all risks that
you believe are material at this  time.  Please delete this language from your introductory
paragraph.

John W. Rowe
Exelon Corporation May 12, 2008
Page 2   Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 71
Outlook for 2008 and beyond, page 75

2. In the second bullet point on page 77, pl ease disclose why Zion Station is being
decommissioned 10 years ahead of schedule.
 Item 8.  Financial Statements and Supplementary Data, page 172

Combined Notes to Consolidated Financial Statements, page 204
Note 4. Regulatory Issues (Exelon, Ge neration, ComEd and PECO), page 224
3. You disclose on page 225 that ComEd a nd Generation made commitments to make
contributions pursuant to the Illinois Settlement Agreement and that neither the settlement or the enactment of the settlemen t legislation constituted an obligating event
that would require immediate recognition in your financial statements of the entire
amount of contributions to be made to rate relief programs and the IPA.  As such the
contributions are recognized as rate relief cr edits are applied to customer bills by ComEd
and other Illinois utilities or  funding is paid to the IPA.  Similarly, on page 231 you
disclose that all payments pursuant to the se ttlement agreement with the City of Chicago
will be included as a reduction of other re venue in ComEd’s statement of operations in
the period in which the cash payments are ma de to the City.  Please tell us why these
settlements should be accounted for as comm itments and recognized as paid as opposed
to liabilities and reduc tions of revenue or as expenses.  In your response, please address
why the settlements do not meet the criteria in paragraph 8 of SFAS 5 and the terms of the settlement agreements or rate actions that support your  accounting treatment.  Refer
to paragraph 11 of SFAS 71 and paragraphs 35 through 43 of CON 6.

Note 12. Income Taxes, page 258

Accounting for Uncertainty in Income Taxes (Exelon, Generation, ComEd and PECO), page 261
4. Please tell us why the adoption of FIN 48 had an effect on other accounts receivable and
other deferred debits and other assets.  It ma y be useful to descri be the items and their
amounts included in these adjustments.

Other Tax Matters, page 263
1999 Sales of Fossil Generating asse ts (Exelon and ComEd), page 263
5. Please tell us why you believe your tax posit ion meets the minimum statutory threshold
to avoid penalties based on your assessment of  the more-than-likely criterion of FIN 48.
We are particularly interested in the techni cal merits of your tax position given the IRS
disallowance.  Also, from your disclosure it is unclear whether or not you have
recognized interest expense.  Please advise.

John W. Rowe
Exelon Corporation May 12, 2008
Page 3  Note 19. Commitments and Contingencies, page 296

Fund Transfer Restrictions, page 315
6. Regarding your disclosure of the Federal Po wer Act, please tell us and cite any legal
precedents that define whether a dividend is “excessive.”  Based on our limited review of several final orders issued by the FERC with respect to petitions for dividend
declarations, it appears that di vidends are generally not consid ered “excessive” as long as
they are payable out of, and do not exceed  retained earnings.  Please address whether it is
reasonable to assume that dividends in excess of retained earnings could be considered
“excessive.”  If so, it would appear that the net assets of your regulated subsidiaries in
excess of retained earnings would be restricted assets as defined in Rule 4-08(e)(3) of Regulation S-X and that you s hould disclose the informati on required by Rule 4-08(e)(3)
of Regulation S-X and provide Schedule I of Rule 5-04 of Regulation S-X.  Please note
that the requirement to provide Schedule I is premised on the fact that holding companies
of subsidiaries subject to some degree of re gulation may not exercise  the level of control
which consolidated financial statements lead users to presume.  The cited industries in
ASR 302 are banking and insurance but such gui dance applies to any holding company in
which the ability to transfer net assets to th e parent is limited.  Thus please ensure your
response comprehends the spirit upo n which the Rule is based.
 Exhibit 31-1 and 31-2

7. We note that the wording in paragraph 4.d. diffe rs from the wording in the certifications
in Item 601(b)(31)(i) of Regulation S-K.  Pl ease revise to conform to the exact wording
set forth in Item 601(b)(31)(i) of Regulation S-K.
 Definitive Proxy on Schedule 14A

Nonqualified Deferred Compensation, page 48

8. As requested in comment 11 in our letter dated August 21, 2007, please provide a footnote quantifying the extent to which amounts reported in the contributions and
earnings columns are reported as compensa tion in the fiscal year and the amounts
reported in the aggregate balan ce at last fiscal year end previously were reported as
compensation 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.

*****

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your respon ses to our comments and
provides any requested information.  Detailed letters greatly facilitate  our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.

John W. Rowe
Exelon Corporation May 12, 2008 Page 4
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings include all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the adequacy and accuracy of
the disclosures they have made.
 In connection with responding to our comment s, 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 disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.

You may contact Sondra Snyder, Staff Accountant, at (202) 551-3332 or William
Thompson, Accounting Branch Chief, at (202)  551-3344 with any questions regarding the
comments on financial statements and related matte rs.  Please contact Blair Petrillo, Attorney-
Advisor, at (202) 551-3550, Ellie Bavaria, Spec ial Counsel, at (202) 551-3238, or me at (202)
551-3720 with any other questions.
Sincerely,

H. Christopher Owings Assistant Director