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Correspondence

 June 20, 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 June 6, 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 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

1.
We received your response to comment two [i.e., three] in our letter dated May 12, 2008. Please tell us the authoritative literature considered in
concluding that Generation’s settlement payments should be recognized in income as paid rather than ratably over the period the benefits are received.

 Response:

 Exelon has
concluded that payments made by Exelon Generation Company, LLC (Generation) associated with the Illinois Settlement Agreement do not represent assets and should be immediately expensed as they do not guarantee Generation any future benefits.

 As filed in a Form 8-K dated July 24, 2007, Generation entered into funding agreements (funding agreements) with Commonwealth Edison Company (ComEd)
and various entities of Ameren Corporation (Ameren entities) associated with the Illinois Settlement Agreement. Pursuant to section 2.2(a) of these funding agreements, Generation is obligated to reimburse ComEd and the Ameren entities for its share
of the credits following the issuance of those applicable credits by ComEd and the Ameren entities to their respective customers, if at that date no “Legislation Event” (defined in section 1.2 of the funding agreements) has occurred. In
general, a Legislation Event is the enactment of a tax on the generation of electricity or enactment of legislation freezing or reducing retail electric rates by the Illinois legislature prior to August 1, 2011. Accordingly, Generation does not
recognize its share of the credits until notification of the issuance of these credits by the utility companies.

 After the credits are issued, Generation
has no legal authority to seek recovery of the contributed amounts if there were to be a subsequent Legislation Event. The benefits that Generation might receive through August 1, 2011 are not considered contractual benefits as the Illinois
legislature has the ability to enact adverse legislation following a payment being made by Generation. Because Exelon has no contractual right to seek recovery or refund of previous payments, there is no probable future economic benefit as
Generation cannot use legal means to enforce counterparty performance under the contract. The payments are in consideration for no Legislation Event up to that point in time, and do not secure an enforceable right to prevent future Legislation
Events.

 Exelon considered whether the settlement amounts funded by Generation should result in the creation of an asset, representing the future economic
benefit of the conditions precedent to making the payment (no generating tax or rate freeze for four years, the extension of the provision regarding limited approvals required for merger and acquisition activity, etc.). As part of its accounting
conclusion, Exelon considered the provisions of paragraphs 25 and 26 of FASB Concepts Statement No. 6, “Elements of Financial Statements a Replacement of FASB Concepts Statement No. 3” (CON 6). Paragraph 25 of CON 6 states that
assets are “probable future economic benefits obtained or controlled by a particular entity as a result of past transactions or events.” As noted above, after any particular payment is made under the funding agreements, Generation is not
assured any measurable future economic benefit from that payment. Accordingly, no asset should be recorded as the payments are made, and all payments are expensed as paid.

 Note 19. Commitments and Contingencies, page 296 Fund Transfer Restrictions, page 315

2.
 We reviewed your response to comment six in our letter dated May 12, 2008. We acknowledge that the Federal Power Act is vague in defining whether a dividend
is excessive as the Act does not stipulate any quantitative limits on the payment of dividends or the funds properly included in the capital account. We have read the cases you cited regarding the FERC’s interpretation of the scope of
Section 305(a) of the Act. However, it appears that that [sic] facts and circumstances in the cited cases that necessitated dividend payments were caused by unusual weather patterns and the attendant financing and
regulatory adjustments made to accommodate such abnormal events. In addition, although you disclose that the Federal Power Act does not limit the ability of your subsidiaries to pay dividends sufficient to meet your actual cash requirements, we are
not convinced from the information provided in your response that restricted net assets, as defined in Rule 4-08(e)(3) of Regulation S-X, of your consolidated and unconsolidated subsidiaries and equity method investees together do

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 not exceed 25 percent of consolidated net assets as of the end of 2007. Please provide us with a more
detailed analysis of the impact of the Federal Power Act as well as any other restrictions, such as debt covenants or state PUC limitations, on your ability to pay dividends. In doing so, provide a quantitative analysis of restricted net assets
which supports your conclusion that Rule 4-08(e) of Regulation S-X is not applicable in your facts and circumstances. The analysis should show that your subsidiaries, regulated or otherwise, on an aggregate basis are able to transfer amounts in the
form of loans, advances or cash dividends in excess of 75 percent of consolidated net assets without potentially violating the provisions of the Federal Power Act and/or other agreements or without the consent of a third party.
If you cannot make such a representation, we believe the information required by Schedule I of Rule 5-04 of Regulation S-X would be useful to an analysis of the consolidated financial statements.

 Response:

 As further explained below, we do not believe that Exelon
is required to include Schedule I of Rule 5-04 of Regulation S-X or the disclosures required by Rule 4-08(e)(3) of Regulation S-X. However, we understand that the Staff has been engaging in discussions with various public utility holding companies
regarding the desirability of including in such companies’ Form 10-K filings a copy of Schedule I in order to enhance investor understanding of certain dividend restrictions that may be imposed or that could otherwise affect such
companies’ regulated subsidiaries. In the interest of supporting Staff efforts to enhance the transparency of issuers’ disclosures in this regard, we will in future filings provide a Schedule I as part of our annual Form 10-K.

Our analysis as of December 31, 2007 concluded that Exelon restricted net assets were five percent of total equity.

 Our analysis considers both the restrictions of the amount of funds that may be loaned or advanced and of the amount of cash dividends, which may be transferred. Under
Rule 5-04(c) of Regulation S-X, “where restrictions on the amount of funds which may be loaned or advanced differ from the amount restricted as to transfer in the form of cash dividends, the amount least restrictive to the subsidiary
should be used.” The application of this rule results in the loan restriction being computed for Generation and the dividend restriction being computed for ComEd and PECO Energy Company (PECO).

 As a holding company, Generation has blanket authorization to acquire a non-voting security (e.g., a note) in a holding company (e.g., Exelon). 18 C.F.R. 33.1(c)(2)(i).
This blanket authorization is subject to the limitation that the holding company acquiring the note (i.e., Generation) cannot, in connection with the acquisition, borrow from any electric utility company subsidiary in connection with such
acquisition or pledge or encumber the assets of any electric utility company subsidiary in connection with such acquisition. 18 C.F.R. 33.1(c)(3)(i) and (ii). Accordingly, Generation could not borrow money from or pledge the assets of its electric
utility subsidiary AmerGen Energy Company, LLC. However, given the value of Generation’s other assets, we believe that between its own assets (exclusive of investments in electric utility company subsidiaries) and what it could borrow in the
public markets (if necessary, secured by assets owned directly by Generation other than its equity in its electric utility subsidiaries), Generation could lend up to its full equity to Exelon. At December 31, 2007, Generation had access to
unsecured revolving credit facilities with aggregate bank commitments of $5 billion. These credit agreements are valid through October 26, 2012.

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 The ability of ComEd and PECO to pay dividends to Exelon is subject to limitations under the Federal Power Act (FPA)
Section 305(a) (Section 305(a)) as well as state law and contractual restrictions. Section 305(a) prohibits the paying of dividends from “any funds properly included in capital account,” and as discussed in our previous response
and as the Staff acknowledges, the FPA is vague in defining this limitation. However, on two occasions Exelon has obtained declaratory orders from the Federal Energy Regulatory Commission (FERC) regarding the payment of dividends out of specified
capital accounts following the completion of mergers and corporate restructurings. Exelon Corporation, 109 FERC Paragraph 61,172 (2004) (the ComEd of Indiana case) and Exelon Generation Company, LLC and Public Service Electric
and Gas Company, 114 FERC Paragraph 61,317 (2006) (the Generation case). Exelon believes that, based on these cases and on the experience of other companies who have sought declaratory orders from the FERC in similar situations, the
Section 305(a) restrictions would not limit ComEd and PECO to pay dividends to Exelon solely out of their retained earnings.

 In the ComEd of
Indiana case, Exelon sought a declaratory order that ComEd of Indiana, a public utility subsidiary of ComEd, in turn a public utility subsidiary of Exelon, could pay a dividend to ComEd of $30 million without violating Section 305(a). The
$30 million was to be derived as follows: Approximately $9.7 million was in ComEd of Indiana accounts designated as retained earnings but redesignated as paid-in capital as a result of purchase accounting in connection with the merger of Unicom
(then ComEd’s parent) with PECO Energy Company (PECO). The remaining $20.3 million was excess revenue that ComEd of Indiana had earned but not paid to ComEd in fees for maintaining and operating its assets. Also, pursuant to an SEC order, ComEd
of Indiana’s common equity ratio was required not to fall below 30 percent. The FERC granted Exelon’s request and determined that the concerns underlying Section 305(a) (i.e., that the source of dividends is clearly disclosed, the
dividend is not excessive and there is no self-dealing on the part of corporate officials) were not present. The FERC reasoned that Exelon had clearly identified the source from which the dividends would be paid and there was nothing to indicate
that the dividends would be excessive. The FERC also noted that there would be no adverse effect on the shareholder interests of ComEd because (a) ComEd would own the same assets before and after the dividend, and (b) ComEd of Indiana was
required to maintain a 30% equity balance such that the dividend would not affect its liquidity or financial integrity. Accordingly, the ComEd of Indiana case provides a reasonable basis to conclude the FERC would not find a violation of
Section 305(a) if Exelon’s other public utility subsidiaries were to have paid dividends at least up to the amount of their retained earnings before the Unicom-PECO merger that formed Exelon in 2000, provided that their equity ratios had
remained above 30% (assuming, of course, that the source from which the dividends were paid had been clearly identified). This conclusion also would be consistent with FERC declaratory orders generally, including the other FERC cases we cited in our
previous response, such as National Grid plc and KeySpan Corporation, 117 FERC Paragraph 61,080 (2006). Notably, in dicta in the ComEd of Indiana case, the FERC explained that the “order benefits customers by enabling the
petitioner [Exelon] to utilize its assets.” ComEd of Indiana at P 1.

 The Generation case involved facts very similar to those in
ComEd of Indiana. In the Generation case, Generation and Public Service Electric and Gas Company (PSE&G) sought a declaratory order regarding the payment of dividends to Exelon by subsidiaries after a proposed merger of PSE&G’s
parent, Public Service Enterprise Group Incorporated (PSEG), into Exelon, in a transaction structured similar to the Unicom-PECO merger. (This transaction was not consummated as a result of the inability to obtain timely regulatory approval from the
New Jersey Board of Public Utilities.) As a result of the application of the purchase method of accounting for the proposed merger, PSE&G’s retained earnings would have been eliminated, and PSE&G sought to pay post-merger dividends from
paid-in capital up to the amount that would have been reflected in its retained earnings account on its closing balance sheet on the day of the merger closing. Similarly, another PSEG subsidiary, PSEG Power, would have had its retained earnings
account eliminated due to the application of purchase accounting in the merger. Further, as a result of the planned corporate restructuring, PSEG Power and its direct subsidiaries were

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to be merged into Generation. As a result of the corporate restructuring and the application of the purchase method of accounting, Generation, as successor
to PSEG Power, would likely have had higher dividend requirements than it would have had prior to the proposed merger and restructuring but would not have had a correspondingly higher amount of retained earnings. The FERC granted the petition and
determined that the concerns underlying Section 305(a) were not present, as the source for the dividends was identified, there was nothing to indicate that the amount would be excessive because the dividends to be paid would not exceed the
amount of retained earnings prior to the merger’s closing. The FERC concluded further that the dividends would not have an adverse effect on the value of shareholder interests because the sole member of PSE&G after the proposed merger would
have had the same percentage ownership interest in PSE&G following the payment of dividends, and the sole member of Generation would have the same percentage ownership interest in Generation following the payment of dividends. In this case,
however, FERC did not require that a 30% common equity ratio be maintained. Given the similarity of the structure of the Unicom-PECO merger that formed Exelon in 2000 and the proposed Exelon-PSEG transaction, we believe that this case is further
evidence that the FERC would not find a violation of Section 305(a) if Exelon’s public utility subsidiaries w