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Correspondence

 May 23, 2008

 VIA EDGAR
SUBMISSION

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-3561

 Attention: Blair
Petrillo, Mail Stop 3561

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

 Filed No. 001-16169

 Ladies and Gentlemen:

 We are writing in response to the comments contained in the Staff’s comment letter dated May 12, 2008 (the “Comment Letter”) with respect to Exelon Corporation’s (“Exelon”) Form
10-K, as filed with the Securities and Exchange Commission on February 7, 2008, and its Definitive Proxy Statement on Schedule 14A, as filed with the Commission on March 20, 2008 (the “proxy statement”).

 For the convenience of the Staff’s review, we have set forth the comments contained in the Staff’s Comment Letter along with Exelon’s responses. All
responses to this letter are provided on a supplemental basis.

 *    *    *    *

 Form 10K for Fiscal Year Ended December 31, 2007

 Item 1A. Risk Factors, page 41

1.
We note in the introductory paragraph to your risk factors section 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.

 Response:

The risk factor disclosures included in the 10-K include all risks that we believed material at the time the 10-K was filed. Accordingly, we will modify the disclosure
in the introductory section to read as follows in future filings:

 Each of the Registrants has disclosed the material risks known to it to
affect its business at this time. However, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be material that may in the future adversely affect the Registrants’ performance or
financial condition.

 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, please disclose why Zion Stations is being decommissioned 10 years ahead of schedule.

 Response:

 The agreements with EnergySolutions to accelerate the
decommissioning of Zion Station continue to be contingent upon the receipt of approval from the Nuclear Regulatory Commission as well as a favorable ruling from the Internal Revenue Service regarding the transfer of the tax-qualified nuclear
decommissioning trust funds to Energy Solutions. Until these contingencies are resolved, we do not consider the ultimate consummation of the transactions contemplated by these agreements to be probable of occurrence.

 EnergySolutions is able to complete decommissioning cost effectively for the amount currently in the Zion decommissioning trust funds. We believe this accelerated
decommissioning is possible because EnergySolutions has the unique capability to plan and manage the decommissioning and dispose of all material at a lower cost, in part due to their ownership and operation of a low-level waste disposal facility in
Clive, Utah.

 To the extent that the contingencies are not resolved prior to December 31, 2008, we will enhance the disclosures in future filings for
the Outlook for 2009 and beyond as follows:

 Generation is seeking to accelerate the decommissioning of its Zion Station in Illinois
more than a decade earlier than originally planned. Generation has contracted with EnergySolutions, Inc. to dismantle the nuclear plant, which closed in 1998. Completion of the arrangement is subject to the satisfaction of a number of closing
conditions, including the receipt of a private letter ruling from the Internal Revenue Service. Additionally, the NRC must approve the arrangement, and this decision is not expected before the second half of 2008. Upon approval, the Zion
Station’s licenses and decommissioning funds would be transferred to EnergySolutions, Inc. Generation believes that accelerated decommissioning will make the land available for other uses earlier than originally thought possible, and can be
completed cost effectively for the amounts that were collected from ratepayers and deposited into the nuclear decommissioning trust funds for Zion Station.

 Item 8. Financial Statements and Supplementary Data, page 172

 Combined Notes to Consolidated Financial Statements, page
204

 Note 4. Regulatory Issues (Exelon, Generation, ComEd and PECO), page 224

3.
 You disclose on page 225 that ComEd and Generation made commitments to make contributions pursuant to the Illinois Settlement Agreement and that neither the
settlement or

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the enactment of the settlement 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 credits 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 settlement agreement with the City of Chicago will be included as a reduction of other revenue in ComEd’s statement of operations in the period in which the cash payments are
made to the City. Please tell us why these settlements should be accounted for as commitments and recognized as paid as opposed to liabilities and reductions 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.

 Response:

 Background regarding Events in Illinois

The legislatively mandated transition and rate freeze period in Illinois ended in January 2007. Upon expiration of the rate freeze the average residential customer of
ComEd experienced an annual increase of approximately 24% in its electric bills. The majority of the increase in ComEd’s 2007 rates following the expiration of the rate freeze reflected the pass-through of ComEd’s costs of procuring
electricity for customers.

 After the end of the rate freeze period, electricity was procured through an auction process. Generation was a successful
bidder for many of ComEd’s electricity requirements in these auctions.

 In view of the rate increases following the expiration of the rate freeze,
various Illinois legislative attempts were made to roll back and freeze ComEd’s rates for an additional period or to control the rate at which the rate increases are phased in. Several efforts were directed at funding the rate relief through
the incremental profits that generators in Illinois had made since the end of the transition period. Several pieces of legislation were discussed. Some legislative proposals passed in the Illinois House and Senate and their respective committees
during 2007 that would, in effect, have rolled back rates, canceled the successful bids from the auction process in which Generation was a successful bidder, frozen rates or imposed a generation tax.

 We believed that if the proposed rate freeze were enacted into law it would have had a serious detrimental effect on Illinois, the Registrants, other utilities and
generators of electricity, and consumers of electricity and would have ultimately negatively impacted the reliability of electric supply and service in Illinois.

 Generation, ComEd and other utilities and generators in Illinois were engaged in a series of discussions with members of the Illinois General Assembly and others throughout the first half of 2007 in an effort to address their concerns about
higher electric bills through measures other than legislation that would be harmful to consumers, electric utilities and generators in Illinois. On July 24, 2007, representatives of Generation, ComEd, Ameren Corporation, Midwest
Generation, LLC, MidAmerican Energy Company and Dynegy Holdings reached a settlement with the Illinois Attorney General and the leaders of the Illinois House and Senate.

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 A full description of the settlement was filed by Exelon, ComEd and Generation with the SEC via Form 8-K on July 24,
2007. The settlement was approved by the Illinois Governor, without modification, and became effective on August 29, 2007. The key provisions of the settlement agreement are summarized in the following two paragraphs:

 The Illinois Legislature agreed to the following:

•

 No legislation will be proposed regarding a tax on generating facilities or effecting a rate freeze in the State of Illinois through August 1, 2011

•

 All litigation related to the current energy procurement auction in Illinois by the Illinois Attorney General will be dismissed

•

 The energy markets in Illinois above 400KW will be declared competitive

•

 A horizontal energy market will be established to continue a competitive market-based procurement process in Illinois, replacing the current auction (vertical
model)

•

 Section 16-111(g) of the Illinois Public Utilities Act will be extended, eliminating most ICC restrictions otherwise required for future mergers and
acquisitions

•

 For at least 15 years, ComEd will be able to continue as a member of PJM or another RTO

 Subject to continued performance of the first two bulleted agreements in the preceding paragraph, ComEd and Generation agreed to refund $796 million to
customers over time, of which ComEd and Ameren customers are to receive $488 million and $308 million, respectively. In addition, $4 million is to be paid by Exelon to fund the Illinois Power Agency. Generation and ComEd are required to fund $747
million and $53 million, respectively, as part of the settlement agreement. ComEd’s contribution of $53 million is in addition to the $11 million of rate relief credits provided by ComEd from January 1, 2007 through June 14, 2007
under rate relief programs previously announced. The $800 million funding commitment became effective upon enactment of the settlement legislation in August 2007, but terminates if the Illinois General Assembly enacts legislation prior to
August 1, 2011 that freezes or reduces electric rates or imposes a generation tax on any party to the settlement agreement. Also, the payments were contingent on the Attorney General dismissing the litigation noted above.

 The terms of the settlement provide substantial benefits to all parties involved. For ComEd, the settlement provides, amongst other things, a path to financial health by
having a level of certainty of its rate structure, and reduces the likelihood of rate freeze legislation and the associated cost of a potential bankruptcy. For Generation the settlement, amongst other things, mitigates the risk of a tax on
generating facilities in the State of Illinois through 2011 and retains market-based rate authority with continued ComEd RTO participation.

 For the State
of Illinois the settlement provides substantial rate relief for constituents.

 Accounting for the Illinois Settlement Agreement

 The settlement agreement was accounted for as an executory contract due to the express condition stating that ComEd and Generation are only required to make payments if,
among other conditions, the Illinois Legislature does not pass a law that would require a generation tax or rate freeze legislation through August 1, 2011. If the Illinois Legislature does not meet this continuing condition, no further payments
will be due by the Illinois electric utilities, their affiliates or generators in Illinois. Therefore, this settlement agreement provides a benefit to Exelon, which will be received over time (no generating tax or rate freeze through August 1,
2011, continued development of competitive electricity markets in Illinois, etc.).

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 In addition, by requiring the Illinois Attorney General to dismiss all associated challenges, the settlement agreement
affirmed the power purchase agreements awarded to Generation in the auction process that took place after the rate freeze period. The intent of the settlement agreement was that Generation would fund its payments out of future profits arising out of
these power purchase agreements.

 FASB Concepts Statement No. 6, Elements of Financial Statements, paragraph 36, specifies that a
characteristic of a liability is that “the transaction or other event obligating the entity has already happened.” The signing of the settlement agreement represents a commitment to fund rate relief programs over a period in time in
exchange for several items to be provided by or on behalf of the Illinois legislature.

 Further, Concepts Statement 6, paragraph 35 states that
“liabilities are probable future sacrifices of economic benefits arising from present obligations of a particular entity to transfer assets or provide services to other entities in the future as a result of past transactions or events.”
The benefits to be received in return by Exelon are significant in nature and will be received over a future period of time. As a result, Exelon’s obligating event will occur only if the counterparty continues to perform. Paragraph 210 of
Appendix B of Concept Statement 6 below provides further discussion around exchange transactions and the timing of the obligating event occurring, and draws analogies between exchange transactions and obligations imposed by a law or governmental
unit. For exchange transactions, this guidance confirms that there is no liability until the occurrence of an event or circumstance that obligates an entity to pay cash to other entities in the future.

 210. Transactions or events that result in liabilities imposed by law or governmental units also are often specified or inherent in the nature of the
statute or regulation involved. For example, taxes are commonly assessed for calendar or fiscal years, fines and penalties stem from infractions of the law or failure to comply with provisions of laws or regulations, damages result from selling
defective products, and restoring the land after strip-mining the mineral deposit is a consequence of removing the ground cover or overburden and ore. For those imposed obligations, as for obligations resulting from exchange transactions,
no liability is incurred until the occurrence of an event or circumstance that obligates an entity to pay cash, transfer other assets, or provide services to other entities in the future.

 As indicated above, accounting for executory contracts or exchange transactions requires that the consideration given ($800 million in the aggregate) be recognized in
the financial statements as the benefits are received in return. In this case, Generation and ComEd have the ability to withhold future committed contributions if conditions of the settlement are not met (e.g., generating tax or rate freeze
legislation is enacted).

 In the event that either rate freeze legislation is enacted or a generation tax is passed, Generation and ComEd will not be
required to make incremental contributions pursuant to the settlement agreement (nor will they elect to make voluntary payments). As a result, there are significant conditions that must be met by the legislature in order for Generation and ComEd to
make these contributions to the funds and for ComEd to give credits to its customers. Because of these continuing conditions, the cash consideration to fund the rate relief expected to be given by Generation and ComEd would not be appropriately
recognized up-front at the approval of the settlement agreement by the Governor. Instead, before making each additional payment in the future, management will confirm that rate freeze legislation or a generation tax has not been enacted.
Exelon’s ability to withhold future contributions under the terms of the settlement agre