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 Exelon Corporation

 April 4, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Timothy S. Levenberg

 Re: Exelon Corporation and Commonwealth Edison Company, Registration Statement on Form S-3, Filed on February 13, 2025, File Nos. 333-284911
and 333-284911-01

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the " Act "), Exelon Corporation (" Exelon ")
and Commonwealth Edison Company (" ComEd ") hereby request that the effective date of the above-referenced Registration
Statement (the " Registration Statement ") be accelerated to April 8, 2025, at 4:00 p.m., Eastern Time, or as
soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities
under the Act.

 Once the Registration
Statement is effective, please orally confirm the event with our counsel, Ballard Spahr LLP, by calling Patrick Gillard at (215) 864-8536.
Please direct any questions regarding the Registration Statement or this request to Patrick Gillard.

 Sincerely,

 /s/ David Skinner

 David Skinner, Esq.

 Assistant General Counsel

 cc:     Patrick R. Gillard, Esq.

February 20, 2025
Jeanne M. Jones
Executive Vice President and Chief Financial Officer
Exelon Corporation
Commonwealth Edison Company
10 South Dearborn Street
Chicago, Illinois 60603
Re:Exelon Corporation
Registration Statement on Form S-3
Filed February 13, 2025
File No. 333-284911
Dear Jeanne M. Jones:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Patrick R. Gillard, Esq., of Ballard Spahr LLP

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Exelon Corporation

    August 17, 2022

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Exelon Corporation (the “Company”), Registration Statement on Form S-4, Filed August 3, 2022, File No. 333-266488

We respectfully request that the Commission, acting
pursuant to Section 8(a) of the Securities Act of 1933, as amended, and pursuant to Rule 461(a) promulgated thereunder, enter an appropriate
order declaring the above-captioned Registration Statement on Form S-4 effective as of 4:00 p.m., August 19, 2022, or as soon thereafter
as practicable.

In connection with that request, the Company acknowledges:
(i) that should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and (iii) the Company may not assert the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions regarding the Registration
Statement or this request to Patrick Gillard of Ballard Spahr LLP at (215) 864-8536.

    Sincerely,

    /s/ Elizabeth Hensen

    Elizabeth Hensen, Esq.

    Assistant General Counsel

cc:        Patrick R. Gillard, Esq.

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Exelon Corporation

August 15, 2022

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Exelon Corporation (the “Company”), Registration Statement on Form S-4, Filed August 3, 2022, File No. 333-266488

On behalf of Exelon Corporation (the “Company”),
enclosed for filing via EDGAR with the United States Securities and Exchange Commission (the “Commission”), in response to
a comment received by telephone on August 10, 2022 from Staff of the Commission with respect to the above-referenced registration statement
on Form S-4 (File No. 333-266488) filed by the Company on August 3, 2022 (the “Registration Statement”), is Pre-Effective
Amendment No. 1 to the Registration Statement (the “Amendment”). Please note that the Amendment consists solely of the facing
page, an explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement and the filed
exhibits.

In connection with the foregoing, the Company acknowledges
that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings;
and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please direct any questions regarding the Registration
Statement to Patrick Gillard of Ballard Spahr LLP at (215) 864-8536.

    Sincerely,

    /s/ Elizabeth Hensen

    Elizabeth Hensen, Esq.

    Assistant General Counsel

    cc:
    Patrick R. Gillard, Esq.

United States securities and exchange commission logo
August 10, 2022
Joseph Nigro
Senior Executive Vice President and Chief Financial Officer
Exelon Corporation
10 South Dearborn St
48th Floor PO Box 805379
Chicago, IL 60680-5379
Re:EXELON CORP
Registration Statement on Form S-4
Filed August 3, 2022
File No. 333-266488
Dear Mr. Nigro:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Liz Packebusch, Staff
Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Patrick Gillard, Esq.

April 17, 2020
Fabian Souza
Senior Vice President and Corporate Controller
EXELON CORP
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
Re:EXELON CORP
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 11, 2020
File No. 001-16169
Dear Mr. Souza:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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		Document

April 16, 2020

VIA EDGAR SUBMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Gus Rodriguez

   Robert Babula

Re: EXELON CORP

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed February 11, 2020

Response dated March 19, 2020

File No. 001-16169

Ladies and Gentlemen:

We are writing in response to the comments contained in the Staff’s letter April 3, 2020 (the “Comment Letter”) with respect to Exelon Corporation’s (“Exelon”) Form 10-K for Fiscal Year Ended December 31, 2019, as filed with the Commission on February 11, 2020 (“2019 Form 10-K”).

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.

* * * *

Form 10-K for the Fiscal Year Ended December 31, 2019

Critical Accounting Policies

Depreciable Lives of Property, Plant and Equipment (All Registrants), page 78

1.

 We have read your response to comment 2.  We note from your disclosure on page 272 that you increased your asset retirement obligation by $780 million in part due to changes in the assumed retirement timing probabilities of economically challenged nuclear plants. In this regard, it appears that you revised the planned asset retirement dates of the nuclear plants that are economically challenged.  Your proposed disclosure indicates that when a determination has been made that an asset will be retired before the end of its current estimated useful life, depreciation provisions will be accelerated to reflect the shortened estimated useful life, which could have a material unfavorable impact on Exelon’s and Generation’s future results of operations.  A company should address specifically why its accounting estimates or assumptions bear the risk of change. The reason may be that there is an uncertainty attached to the estimate or assumption, or it just may be difficult to measure or value. Equally important, companies should address the questions that arise once the critical accounting estimate or assumption has been identified, by analyzing, to the extent material, such factors as how they arrived at the estimate, how accurate the estimate/assumption has been in the past, how much the estimate/assumption has changed in the past, and whether the estimate/assumption is reasonably likely to change in the future. Since critical accounting estimates and assumptions are based on matters that are highly uncertain, a company should analyze their specific sensitivity to change, based on outcomes that are reasonably likely to occur and would have a material effect.  Please note a Company is required to provide quantitative as well as qualitative disclosure when quantitative information is reasonably available and will provide material information for investors pursuant to Section V of SEC Release 33-8350.  Please disclose the accounting estimates or assumptions used to determine the depreciable lives of your Dresden, Byron and Braidwood units at risk of early retirement, including their book values, based on the guidance in SEC Release 33-8350.

1

Response:

In future Form 10-K and Form 10-Q filings, starting with the first quarter 2020 Form 10-Q, we will add disclosure of assumptions used to determine the depreciable lives of Dresden, Byron and Braidwood and their book values as follows (added disclosure is underlined) in the Early Plant Retirements footnote:

“Generation’s Dresden, Byron and Braidwood nuclear plants in Illinois are also showing increased signs of economic distress, which could lead to an early retirement, in a market that does not currently compensate them for their unique contribution to grid resiliency and their ability to produce large amounts of energy without carbon and air pollution. The May 2018 PJM capacity auction for the 2021-2022 planning year resulted in the largest volume of nuclear capacity ever not selected in the auction, including all of Dresden, and portions of Byron and Braidwood. Exelon continues to work with stakeholders on state policy solutions, while also advocating for broader market reforms at the regional and federal level.

The following table provides the balance sheet amounts as of March 31, 2020 for Exelon’s and Generation’s significant assets and liabilities associated with these three nuclear plants. Depreciation provisions are based on the estimated useful lives of these nuclear generating stations, which reflect the first renewal of the operating licenses.

(in millions)

 Dresden

 Byron

 Braidwood

 Total

Asset Balances

Materials and supplies inventory

 $

 XX

 $

 XX

 $

 XX

 $

 XX

Nuclear fuel inventory, net

 XX

 XX

 XX

 XX

Completed plant, net

 XX

 XX

 XX

 XX

Construction work in progress

 XX

 XX

 XX

 XX

Liability Balances

Asset retirement obligation

 (XX)

 (XX)

 (XX)

 (XX)

NRC License First Renewal Term

 2029 (Unit 2)

2031 (Unit 3)

 2044 (Unit 1)

2046 (Unit 2)

 2046 (Unit 1)

2047 (Unit 2)

Form 10-K for the Fiscal Year Ended December 31, 2019

Results of Operations by Registrant, page 84

2.

 We have read your response to comment 3.  It appears the Company’s chief operating decision maker (“CODM”) uses net income as the segment measure for the utility registrants.  Please reconcile the non-GAAP measure revenues net of purchased power and fuel expense (“RNF”) to a GAAP gross margin that includes depreciation and amortization expense for the utility registrants.  In this regard, a GAAP gross margin should be used as the starting point of the non-GAAP reconciliation of RNF and should be shown even if it is not otherwise presented in the utility registrants financial statements.

Response:

We acknowledge the Staff’s comment and have considered 1) the remarks made by Mr. Patrick Gilmore at the 2019 AICPA Conference on Current SEC and PCAOB Developments and 2) the clarification provided by the Staff during our conference call with the Staff on April 13, 2020. As noted in Mr. Gilmore’s remarks, companies that present a non-GAAP contribution margin must also provide a reconciliation of the respective non-GAAP contribution margin to gross margin calculated in accordance with GAAP, even if gross margin is not presented in the companies’ income statement.  Based on our understanding of Mr. Gilmore’s remarks and our conference call discussion with the Staff, the Company will no longer present RNF for Exelon Utilities, beginning with the first quarter 2020 Form 10-Q.

* * * *

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If you have any questions regarding the foregoing, please contact me at (312) 394-8183.

Very truly yours,

/s/ Fabian E. Souza

Fabian E. Souza

Senior Vice President and Corporate Controller

Exelon Corporation

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April 3, 2020
Fabian Souza
Senior Vice President and Corporate Controller
EXELON CORP
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
Re:EXELON CORP
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 11, 2020
Response dated March 19, 2020
File No. 001-16169
Dear Mr. Souza:
            We have reviewed your March 19, 2020 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in
our March 6, 2020  letter.
Form 10-K for the Fiscal Year Ended December 31, 2019
Critical Accounting Policies
Depreciable Lives of Property, Plant and Equipment (All Registrants), page 78
1.We have read your response to comment 2.  We note from your disclosure on page 272
that you increased your asset retirement obligation by $780 million in part due to changes
in the assumed retirement timing probabilities of economically challenged nuclear plants.
In this regard, it appears that you revised the planned asset retirement dates of the nuclear
plants that are economically challenged.  Your proposed disclosure indicates that when a
determination has been made that an asset will be retired before the end of its current
estimated useful life, depreciation provisions will be accelerated to reflect the shortened

 FirstName LastNameFabian Souza
 Comapany NameEXELON CORP
 April 3, 2020 Page 2
 FirstName LastName
Fabian Souza
EXELON CORP
April 3, 2020
Page 2
estimated useful life, which could have a material unfavorable impact on Exelon’s and
Generation’s future results of operations.  A company should address specifically why its
accounting estimates or assumptions bear the risk of change. The reason may be that there
is an uncertainty attached to the estimate or assumption, or it just may be difficult to
measure or value. Equally important, companies should address the questions that arise
once the critical accounting estimate or assumption has been identified, by analyzing, to
the extent material, such factors as how they arrived at the estimate, how accurate the
estimate/assumption has been in the past, how much the estimate/assumption has changed
in the past, and whether the estimate/assumption is reasonably likely to change in the
future. Since critical accounting estimates and assumptions are based on matters that are
highly uncertain, a company should analyze their specific sensitivity to change, based on
outcomes that are reasonably likely to occur and would have a material effect.  Please note
a Company is required to provide quantitative as well as qualitative disclosure when
quantitative information is reasonably available and will provide material information for
investors pursuant to Section V of SEC Release 33-8350.  Please disclose the accounting
estimates or assumptions used to determine the depreciable lives of your Dresden, Byron
and Braidwood units at risk of early retirement, including their book values, based on the
guidance in SEC Release 33-8350.

Results of Operations by Registrant, page 84
2.We have read your response to comment 3.  It appears the Company’s chief operating
decision maker (“CODM”) uses net income as the segment measure for the utility
registrants.  Please reconcile the non-GAAP measure revenues net of purchased power
and fuel expense (“RNF”) to a GAAP gross margin that includes depreciation and
amortization expense for the utility registrants.  In this regard, a GAAP gross margin
should be used as the starting point of the non-GAAP reconciliation of RNF and should be
shown even if it is not otherwise presented in the utility registrants financial statements.

            You may contact Robert Babula, Senior Staff Accountant at (202) 551-3339, or Gus
Rodriguez, Branch Chief at (202) 551-3752 if you have questions regarding comments on the
financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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		Document

March 19, 2020

VIA EDGAR SUBMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Gus Rodriguez

Re: EXELON CORP

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed February 11, 2020

File No. 001-16169

Ladies and Gentlemen:

We are writing in response to the comments contained in the Staff’s letter dated March 6, 2020 (the “Comment Letter”) with respect to Exelon Corporation’s (“Exelon”) Form 10-K for Fiscal Year Ended December 31, 2019, as filed with the Commission on February 11, 2020 (“2019 Form 10-K”).

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.

* * * *

Form 10-K for the Fiscal Year Ended December 31, 2019

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FERC Order on the PJM MOPR, page 66

1.

 You disclose that if Generation’s state-supported nuclear plants in PJM or NYISO are subjected to the Minimum Offer Price Rule (MOPR) without compensation under a Fixed Resource Requirement (FRR) or similar program, it could have a material adverse impact on Exelon's and Generation's financial statements.  In this regard, please tell us what consideration you gave to quantifying the expected impact of this known uncertainty on your future results of operations.  Refer to Item 303(a)(3)(ii) of Regulation S-K.

Response:

On page 66 and again more fully in Note 3 - Regulatory Matters on pages 250 & 251 of Exelon’s 2019 Form 10-K filing we describe an uncertainty that we reasonably expect could have a material unfavorable impact on Exelon and Generation’s future results of operations in accordance with Item 303(a)(3)(ii) of Regulation S-K, however, given the significance of the unknown variables and potential for multiple outcomes, we cannot reasonably estimate the impact of FERC’s December 19, 2019 Order on the PJM MOPR for the following reasons:

•

 On January 21, 2020, Exelon, PJM and a number of other entities individually submitted requests for rehearing of FERC’s December 19, 2019 Order given the lack of clarity regarding certain aspects of the MOPR, the outcomes of which remain uncertain.

•

 As part of the December 19, 2019 Order, FERC directed PJM to submit a compliance filing in 90 days with details implementing the new rules, including an auction schedule proposal and proposed offer floors for new and existing resource types, which was filed on March 18, 2020. FERC has no deadline on which it must act on PJM’s compliance filing. PJM proposed to post a specific schedule for the next capacity auction by the later of June 15, 2020 or 14 days after a FERC order accepting the compliance filing.

•

 We cannot currently predict what impact FERC’s Order will have on the bidding behavior of PJM market participants and the ultimate clearing prices that will result when PJM’s capacity auction for planning year 2022/2023, indefinitely postponed since May 2019, is ultimately conducted.

•

 It remains uncertain whether or when Illinois or other states in PJM may pursue and implement FRR programs to avoid having state supported resources subjected to the MOPR and to what extent such programs may benefit our generating resources.

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Additionally, at the time of our 2019 Form 10-K filing, FERC had not yet acted, nor did it have a deadline upon which it was required to act, in the NYISO proceeding.

Upon further consideration, in future Form 10-K and Form 10-Q filings, and when circumstances continue to warrant such disclosure, we will include an affirmative statement to make it clear to the reader when we believe we are unable to reasonably estimate the impact of an uncertainty. Using our 2019 Form 10-K as an example, the following is illustrative (added disclosure is underlined):

“If Generation’s state-supported nuclear plants in PJM or NYISO are subjected to the MOPR or equivalent without compensation under an FRR or similar program, it could have a material adverse impact on Exelon's and Generation's financial statements, which Exelon and Generation cannot reasonably estimate at this time.”

Form 10-K for the Fiscal Year Ended December 31, 2019

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Depreciable Lives of Property, Plant and Equipment (All Registrants), page 78

2.

 We note from your disclosure on page 267 that you recorded significant charges to earnings associated with accelerated depreciation due to early nuclear plant retirements over the last three fiscal years.  We also note your disclosure in footnote 6 regarding the economic challenges faced by your nuclear generating stations and the resulting potential for early retirement of the Dresden, Byron, and Braidwood nuclear plants in Illinois.  We also note that you have recorded charges to earnings over the last three fiscal years associated with early nuclear plant retirements  Please tell us your consideration of providing additional disclosures in your critical accounting policies that allows for an assessment of the probability, magnitude and timing of future material charges associated with accelerated depreciation or early retirement or shutdown of the Dresden, Byron and Braidwood units, the net book value and revenues of the business units along with a description of the specific events and/or changes in circumstances that could reasonably be expected to result in accelerated depreciation or early retirement or shutdown.  Lastly, please address how the early retirement of these units would necessitate any incremental charges associated with their asset retirement obligations.   Refer to Section V of SEC Release 33-8350 and Item 303(a)(3)(ii), which requires a description of a known uncertainty that will have a material impact on income from continuing operations.

Response:

Accelerated Depreciation and Other Charges Resulting from Early Retirement

We added the disclosure for Dresden, Byron, and Braidwood in our 2018 Form 10-K (Note 8 - Early Plant Retirements on page 319) as an early warning disclosure to foreshadow for the reader the potential for those plants to experience an earlier than anticipated retirement given all of Dresden and portions of Byron and Braidwood did not clear in PJM’s capacity auction for the 2021-2022 planning year.

Specific to Section V of SEC Release 330-8350, we have provided the following disclosures that we believe provide sufficient qualitative information for investors as it relates to our assessment of the probability, magnitude and timing of future material charges associated with accelerated depreciation or early retirement or shutdown of the Dresden, Byron and Braidwood units.

Within our Critical Accounting Policies - Depreciable Lives of Property, Plant and Equipment disclosure on page 78, we disclose that “management considers expected future energy market conditions … in determining the estimated service lives of its generating facilities.”  Further, on pages 266 and 267 of Exelon’s 2019 Form 10-K within Note 6 - Early Plant Retirements we include discussion of those factors, in addition to context surrounding the potential timing of an early retirement, as follows:

“Exelon and Generation continuously evaluate factors that affect the current and expected economic value of Generation’s plants, including, but not limited to: market power prices, results of capacity auctions, potential legislative and regulatory solutions to ensure plants are fairly compensated for benefits they provide through their carbon-free emissions, reliability, or fuel security, and the impact of potential rules from the EPA requiring reduction of carbon and other emissions and the efforts of states to implement those final rules.”

“The precise timing of an early retirement date for any plant, and the resulting financial statement impacts, may be affected by many factors, including the status of potential regulatory or legislative solutions, results of any

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transmission system reliability study assessments, the nature of any co-owner requirements and stipulations, and NDT fund requirements for nuclear plants, among other factors. However, the earliest retirement date for any plant would usually be the first year in which the unit does not have capacity or other obligations, and where applicable, just prior to its next scheduled nuclear refueling outage.”

Upon additional review of Section V of SEC Release 33-8350, we do however acknowledge that our Critical Accounting Policies disclosure for Depreciable Lives of Property, Plant and Equipment could be enhanced to better articulate how we approach the reassessment of the expected useful lives of our generating assets. In future Form 10-K filings starting with the 2020 Form 10-K, we will enhance this disclosure as follows (added disclosure is underlined):

“At Generation, along with depreciation study results, management considers expected future energy market conditions and generation plant operating costs and capital investment requirements in determining the estimated service lives of its generating facilities and reassesses the reasonableness of estimated useful lives whenever events or changes in circumstances warrant. When a determination has been made that an asset will be retired before the end of its current estimated useful life, depreciation provisions will be accelerated to reflect the shortened estimated useful life, which could have a material unfavorable impact on Exelon’s and Generation’s future results of operations. See Note 6 - Early Plant Retirements of the Combined Notes to the Consolidated Financial Statements for additional information.”

We do not believe however, given the uncertainties referenced in our response to comment #1 above, that additional quantitative information is reasonably available. When, based on further evolution of facts and circumstances, management contemplates more specific plans or contingencies that would lead to an early retirement, or a determination is made that one or more of these generating assets will be prematurely retired, we will provide the appropriate level of quantitative information, consistent with that previously disclosed for other nuclear plants, including Clinton, Quad Cities, Three Mile Island, Ginna, and Salem.

Asset Retirement Obligations

Consistent with our response as it relates to accelerated depreciation and other charges resulting from early retirement, specific to Section V of SEC Release 330-8350, we have provided the following qualitative disclosure that we believe provides material information for investors as it relates to our assessment of any incremental charges associated with asset retirement obligations that would result from the early retirement of the Dresden, Byron and Braidwood units.  We do not believe, however, given the uncertainties referenced in our response to comment #1 above, that additional quantitative information is reasonably available.

Within our Critical Accounting Policies - Nuclear Decommissioning Asset Retirement Obligations disclosure on pages 74 through 76, we disclose several significant assumptions underlying the valuation of Generation’s nuclear asset retirement obligations, which include the following:

“Additionally, certain factors such as changes in regulatory requirements during plant operations or the profitability of a nuclear plant could impact the timing of plant retirements. These factors could result in material changes to Generation’s current estimates as more information becomes available and could

change the timing of plant retirements and the probability assigned to the decommissioning outcome scenarios.”

“Generation’s probabilistic cash flow models include the assignment of probabilities to various scenarios for decommissioning cost levels, decommissioning approaches, and timing of plant shutdown on a unit-by-unit basis.”

“The assumed plant shutdown timing scenarios include the following four alternatives: … (4) the probability of early plant retirement for certain sites due to changing market conditions and regulatory environments. … As power market and regulatory environment developments occur, Generation evaluates and incorporates, as necessary, the impacts of such developments into its nuclear ARO assumptions and estimates.”

Further, within our footnote disclosure on page 272 of Exelon’s 2019 Form 10-K, Note 9 - Asset Retirement Obligations, we also highlight for the reader that the financial statement impact for changes in the ARO, on an individual unit basis, due to the changes in and timing of estimated cash flows generally result in a corresponding change in the unit’s ARC within Property, plant and equipment on Exelon’s and Generation’s Consolidated Balance Sheets, any acceleration or impairment of which would include the ARC.

In summary, we believe the combination of the disclosures referenced provides the reader of our financial statements with sufficient information around uncertainties that we expect might have a material unfavorable impact on income from

3

continuing operations in accordance with Item 303(a)(3)(ii).  We have also provided the reader with context around the end of the current capacity obligations for Dresden, Byron, and Braidwood on page 267 of our 2019 Form 10-K.  As discussed in our response to the previous comment, there continues to be a significant degree of uncertainty given the number of unknown variables and potential for multiple outcomes such that a qualitative discussion remains appropriate. As the assumptions used in the determination of accelerated depreciation, changes in asset retirement obligations and other charges become available, we will provide more quantitative information.

Form 10-K for the Fiscal Year Ended December 31, 2019

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations by Registrant, page 84

3.

 We note your presentation of the non-GAAP measure revenues net of purchased power and fuel expense.  Please present a reconciliation for this non-GAAP measure in accordance with Item 10(e)(1)(i)(B) of Regulation S-K.  In doing so, reconcile this measure to the most directly comparable GAAP measure of gross margin.  If you do not believe gross margin that includes depreciation and amortization is the most directly comparable GAAP measure, please tell us why in your response.

Response:

We do not believe that gross margin that includes depreciation and amortization is the most directly comparable GAAP measure.  Exelon does not present gross margin in our financial statements as gross margin is not a relevant metric for our industry.  The primary product sold by Exelon’s businesses are largely commodities consumed on a real-time, as-needed basis, largely incapable of being stored and very different than a manufacturing company selling inventoriable finished goods where the cost of the manufacturing facility is an inventoriable cost component of that finished product. An entity’s direct costs to sell the electricity commodity in our industry includes the fuel used to generate that electricity or the purchase of that electricity from alternative sources, likewise for natural gas where supply is generally purchased in the wholesale markets for sales to retail customers.

We calculate the “Revenue Net of Purchased Power and Fuel Expense” or “RNF” financial metric (not defined under GAAP) as the GAAP measure of Operating revenues less the GAAP measure of Purchase power and fuel expense.  Such calculation/reconciliation is shown in the summary income statement in the Results of Operations disclosures for each of our registrants within Management’s Discussion and Analysis of Financial Condition and Results of Operations.  Further, on pages 261 - 262 of Exelon’s 2019 Form 10-K, Note 5 - Segment

March 6, 2020
Fabian Souza
Senior Vice President and Corporate Controller
EXELON CORP
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680-5379
Re:EXELON CORP
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 11, 2020
File No. 001-16169
Dear Mr. Souza:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
FERC Order on the PJM MOPR, page 66
1.You disclose that if Generation’s state-supported nuclear plants in PJM or NYISO are
subjected to the Minimum Offer Price Rule (MOPR) without compensation under an
Fixed Resource Requirement (FRR) or similar program, it could have a material adverse
impact on Exelon's and Generation's financial statements.  In this regard, please tell us
what consideration you gave to quantifying the expected impact of this known uncertainty
on your future results of operations.  Refer to Item 303(a)(3)(ii) of Regulation S-K.

 FirstName LastNameFabian Souza
 Comapany NameEXELON CORP
 March 6, 2020 Page 2
 FirstName LastNameFabian Souza
EXELON CORP
March 6, 2020
Page 2

Critical Accounting Policies
Depreciable Lives of Property, Plant and Equipment (All Registrants), page 78
2.We note from your disclosure on page 267 that you recorded significant charges to
earnings associated with accelerated depreciation due to early nuclear plant retirements
over the last three fiscal years.  We also note your disclosure in footnote 6 regarding the
economic challenges faced by your nuclear generating stations and the resulting potential
for early retirement of the Dresden, Byron, and Braidwood nuclear plants in Illinois.  We
also note that you have recorded charges to earnings over the last three fiscal years
associated with early nuclear plant retirements.  Please tell us your consideration of
providing additional disclosures in your critical accounting policies that allows for an
assessment of the probability, magnitude and timing of future material charges associated
with accelerated deprecation or early retirement or shutdown of the Dresden, Byron and
Braidwood units, the net book value and revenues of the business units along with a
description of the specific events and/or changes in circumstances that could reasonably
be expected to result in accelerated deprecation or early retirement or shutdown.  Lastly,
please address how the early retirement of these units would necessitate any incremental
charges associated with their asset retirement obligations.   Refer to Section V of SEC
Release 33-8350 and Item 303(a)(3)(ii), which requires a description of a known
uncertainty that will have a material impact on income from continuing operations.
Results of Operations by Registrant, page 84
3.We note your presentation of the non-GAAP measure revenues net of purchased power
and fuel expense.  Please present a reconciliation for this non-GAAP measure in
accordance with Item 10(e)(1)(i)(B) of Regulation S-K.  In doing so, reconcile this
measures to the most directly comparable GAAP measure of gross margin.  If you do not
believe gross margin that includes depreciation and amortization is the most directly
comparable GAAP measure, please tell us why in your response.
Item 8. Financial Statements and Supplementary Data
Note 18 — Commitments and Contingencies
Asbestos Personal Injury Claims (Exelon and Generation), page 346
4.We note your disclosure that it is reasonably possible that additional exposure to estimated
future asbestos-related bodily injury claims in excess of the amount accrued could have a
material, unfavorable impact on Exelon’s and Generation’s financial statements.  If it is at
least reasonably possible that a loss exceeding amounts already recognized may have been
incurred and the amount of that additional loss would be material, either disclose the
estimated additional loss, or range of loss that is reasonably possible, or state that such an
estimate cannot be made.  Refer to ASC 450-20-50-4.

 FirstName LastNameFabian Souza
 Comapany NameEXELON CORP
 March 6, 2020 Page 3
 FirstName LastName
Fabian Souza
EXELON CORP
March 6, 2020
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Robert Babula, Staff Accountant at (202) 551-3339, or Gus Rodriguez,
Branch Chief at (202) 551-3752 if you have questions regarding comments on the financial
statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 3561
August 1 6, 2017

Duane M. DesParte
Senior Vice President & Corporate Controller
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680 -5379

Re: Exelon Corporation
 Form 10-K for Fiscal Year Ended December 31,  2016
Filed February 13 , 2017
File No. 1-16169

Dear Mr. Desparte :

We have comp leted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Wi lliam H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

		Document

August 1, 2017

VIA EDGAR SUBMISSION AND COURIER

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: William H. Thompson

Re:

 Exelon Corporation

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 13, 2017

Form 8-K Filed February 8, 2017

Response Dated July 19, 2017

File No. 1-16169

Ladies and Gentlemen:

We are writing in response to the comment contained in the Staff’s letter dated July 31, 2017 (the “Comment Letter”) with respect to Exelon Corporation’s (“Exelon”) Form 10-K for Fiscal Year Ended December 31, 2016, as filed with the Commission on February 13, 2017 (“2016 Form 10-K”) and Form 8-K, as filed with the Commission on February 8, 2017.

For the convenience of the Staff’s review, we have set forth the comment contained in the Staff’s Comment Letter along with Exelon’s response.

* * * *

Form 10-K Filed February 8, 2017

1.

 We reviewed your response to comment 5.  We still believe that such presentation is inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016.  In that regard, please confirm to us that you will discontinue the presentation of a full non-GAAP income statement when reconciling non-GAAP measures to the most directly comparable GAAP measures in your future earnings releases.

Response:

In acknowledgment of the updated Compliance and Disclosure Interpretations issued last year, we confirm that beginning with our second quarter 2017 earnings release, we will no longer provide a full non-GAAP income statement when reconciling the Adjusted (non-GAAP) Operating Earnings measure for each registrant to the corresponding most directly comparable GAAP Net Income measure.  Instead, we will disclose the amounts that should be added to or subtracted from each GAAP income statement line item to reconcile to the total Adjusted (non-GAAP) Operating Earnings measure, in a format as set forth in the following example:

EXELON CORPORATION

GAAP Consolidated Statements of Operations and

Adjusted (non-GAAP) Operating Earnings Reconciling Adjustments

(unaudited)

(in millions, except per share data)

 Three Months Ended June 30, 2017

 Three Months Ended June 30, 2016

 GAAP (a)

 Non-GAAP Adjustments

 GAAP (a)

 Non-GAAP Adjustments

Operating revenues

 $

 7,623

 $

 158

 (b),(d)

 $

 6,910

 $

 626

 (b),(d),(e)

Operating expenses

Purchased power and fuel

 3,086

 (48

 )

 (b),(d)

 2,454

 300

 (b),(d),(h)

Operating and maintenance

 2,971

 (524

 )

 (e),(f),(g),(h),(i)

 2,505

 (172

 )

 (e),(g),(h),(i)

Depreciation and amortization

 915

 (35

 )

 (h)

 941

 (114

 )

 (h)

Taxes other than income

 420

 394

Total operating expenses

 7,392

 6,294

Gain on sales of assets

 1

 31

Operating income

 232

 647

Other income and (deductions)

Interest expense, net

 (436

 )

 63

 (g),(j)

 (376

 )

Other, net

 205

 (66

 )

 (c),(j)

 144

 (89

 )

 (c),(h)

Total other income and (deductions)

 (231

 )

 (232

 )

Income before income taxes

 1

 415

Income taxes

 (72

 )

 353

 (b),(c),(d),(e),(f),(g),(h),(i),(j)

 102

 194

 (b),(c),(d),(e),(f),(g),(h),(i)

Equity in losses of unconsolidated affiliates

 (9

 )

 (7

 )

Net income

 64

 306

Net income (loss) attributable to noncontrolling interests and preference stock dividends

 (16

 )

 (20

 )

 (k)

 39

 (8

 )

 (k)

Net income attributable to common shareholders

 $

 80

 $

 267

Effective tax rate(l)

 (7,200.0

 )%

 24.6

 %

Earnings per average common share

Basic

 $

 0.09

 $

 0.29

Diluted

 $

 0.09

 $

 0.29

Average common shares outstanding

Basic

 934

 924

Diluted

 936

 926

Effect of adjustments on earnings per average diluted common share recorded in accordance with GAAP:

Mark-to-market impact of economic hedging activities (b)

 $

 0.12

 $

 0.20

Unrealized gains related to NDT fund investments (c)

 (0.05

 )

 (0.03

 )

Amortization of commodity contract intangibles (d)

 0.01

 0.01

Merger and integration costs (e)

 0.01

 —

Merger commitments (f)

 —

 —

Long-lived asset impairments (g)

 0.29

 0.02

Plant retirements and divestitures (h)

 0.07

 0.14

Cost management program (i)

 0.01

 0.01

Like-kind exchange tax position (j)

 (0.03

 )

 —

CENG noncontrolling interest (k)

 0.02

 0.01

Total adjustments

 $

 0.45

 $

 0.36

(a)

 Results reported in accordance with accounting principles generally accepted in the United States (GAAP).

(b)

 Adjustment to exclude the mark-to-market impact of Exelon’s economic hedging activities, net of intercompany eliminations.

(c)

 Adjustment to exclude the unrealized gains and losses on NDT fund investments to the extent not offset by contractual accounting as described in the notes to the consolidated financial statements.

(d)

 Adjustment to exclude the non-cash amortization of intangible assets, net, primarily related to commodity contracts recorded at fair value related to the Integrys acquisition in 2016, and in 2017, the ConEdison Solutions and FitzPatrick acquisitions.

(e)

 Adjustment to exclude certain costs associated with mergers and acquisitions, including, if and when applicable, professional fees, employee-related expenses and integration activities related to the PHI acquisition in 2016, partially offset in 2016 at BGE and PHI by the anticipated recovery of previously incurred PHI acquisition costs, and in 2017, the PHI and FitzPatrick acquisitions.

(f)

 Adjustment to exclude costs incurred as part of the settlement orders approving the PHI acquisition.

(g)

 Adjustment to exclude charges to earnings related to the impairment of certain wind projects at Generation in 2016, and in 2017, impairments as a result of the ExGen Texas Power, LLC assets held for sale.

(h)

 Adjustment to exclude accelerated depreciation and amortization expenses, increases to materials and supplies inventory reserves, charges for severance reserves and construction work in progress impairments associated with Generation's previous decision to early retire the Clinton and Quad Cities nuclear facilities in 2016, and Generation's decision to early retire the Three Mile Island nuclear facility in 2017, partially offset in 2016 by a gain associated with Generation’s sale of the New Boston generating site.

(i)

 Adjustment to exclude reorganization costs, and in 2016 severance costs, related to a cost management program.

(j)

 Adjustment to excluded income tax, penalties and interest expenses in the second quarter of 2017 as a result of the finalization of the IRS tax computation related to Exelon’s like-kind exchange tax position.

(k)

 Adjustment to eliminate from Generation’s results of the noncontrolling interest related to CENG exclusion items, primarily related to the impact of unrealized gains and losses on NDT fund investments and mark-to-market activity.

(l)

 The effective tax rate related to Adjusted (non-GAAP) Operating Earnings is 36.8% and 31.6% for the three months ended June 30, 2017 and June 30, 2016, respectively. The effective tax rate for the three months ended June 30, 2017 is disproportionately impacted due to the decline in pre-tax GAAP earnings and changes in other reconciling items.

* * * *

If you have any questions regarding the foregoing, please contact me at (312) 394-4736.

Very truly yours,

/s/ Duane M. DesParte

Duane M. DesParte

Senior Vice President and Corporate Controller

Exelon Corporation

Mail Stop 3561
July 31 , 2017

Duane M. DesParte
Senior Vice President & Corporate Controller
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680 -5379

Re: Exelon Corporation
 Form 10-K for Fiscal Year Ended December 31,  2016
Filed February 13 , 2017
Form 8 -K Filed February 8, 2017
Response Dated July 19, 2017
File No. 1-16169

Dear Mr. Desparte :

We have reviewed  your July 19, 2017 response to our comment letter and have the
following comment.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If  you do not believe our
comment applies  to your facts and circumstances, please  tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 8 -K Filed February 8, 2017

1. We reviewed your response to comment 5.  We still believe that such presentation is
inconsistent with the updated Compliance and Disclosure Interpretations issued on May
17, 2016.  In that  regard, please confirm to us that you will discontinue the  presentation
of a full non -GAAP income statement when reconciling non -GAAP measures to the most
directly comparable GAAP measures  in your future earnings releases.

Duane M. DesParte
Exelon Corporation
July 31, 2017
Page 2

 You may contact Yolanda Guo badia  at (202) 551 -3562  or me at (202) 551 -3344  if you
have questions regarding our comment  on the financial statements and related matters.   Please
contact Katherine Bagley  at (202) 551 -2545  or Mara Ransom  at (202) 551 -3264  with any other
questions.

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

		Document

July 19, 2017

VIA EDGAR SUBMISSION AND COURIER

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: William H. Thompson

Re:

 Exelon Corporation

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 13, 2017

Form 10-Q for Fiscal Quarter Ended March 31, 2017

Filed May 3, 2017

Form 8-K Filed February 8, 2017

File No. 1-16169

Ladies and Gentlemen:

We are writing in response to the comments contained in the Staff’s letter dated July 6, 2017 (the “Comment Letter”) with respect to Exelon Corporation’s (“Exelon”) Form 10-K for Fiscal Year Ended December 31, 2016, as filed with the Commission on February 13, 2017 (“2016 Form 10-K”), Form 10-Q for Fiscal Quarter Ended March 31, 2017, as filed with the Commission on May 3, 2017 (“March 2017 Form 10-Q”) and Form 8-K, as filed with the Commission on February 8, 2017.

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.

* * * *

Form 10-K for the Fiscal Year Ended December 31, 2016

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Results of Operations

Adjusted (non-GAAP) Operating Earnings, page 89

1.

 We note the adjustments to reconcile GAAP net income attributable to common shareholders to adjusted non-GAAP operating earnings are presented net of income taxes.  Please revise your disclosure in future filings to show income taxes as a separate adjustment and clearly explain how the adjustment is determined.  Please refer to Question 102.11 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.  Please note that this comment is also applicable to earnings releases filed on Form 8-K.

Response:

On pages 89 and 90 of Exelon’s 2016 Form 10-K, the footnotes to the table reconciling GAAP net income attributable to common shareholders to adjusted non-GAAP operating earnings separately set forth the income tax amounts associated with each reconciling adjustment.  We believe this disclosure approach is aligned with the guidance in Question 102.11 of the May 2016 Compliance and Disclosure Interpretations, whereby the income tax impacts are shown separately in a succinct and transparent manner, enabling the reader to determine the before and after income tax impacts of each reconciling adjustment.  Upon further consideration, to more clearly link the income tax impact to the specific associated reconciling adjustment, going forward Exelon will disclose such income tax impact within the line item caption for each reconciling adjustment instead of in the related footnote explanation.  As an example:

 For the years ended December 31,

 2016

 2015

(All amounts after tax; in million, except per share amounts)

 Earnings per Diluted Share

 Earnings per Diluted Share

Mark-to-Market Impact of Economic Hedging Activities (net of taxes of $18 and $99, respectively)

  $24

 0.03

 $(158)

 (0.18)

Merger and Integration Costs (net of taxes of $50 and $38, respectively)

  114

 0.12

 58

 0.07

Exelon will also provide similar expanded income tax impact disclosures in the line item captions of the GAAP to non-GAAP reconciliation tables such as those included on pages 8 and 12-15 of its earnings release filed in its February 8, 2017, Form 8-K.  (Please note that the GAAP to non-GAAP reconciliations on pages 8-11 and 16-23 of Exelon’s earnings release separately set forth reconciling adjustments for Exelon and each of its subsidiary registrants on a pre-tax basis, with the aggregate income tax impact of such pre-tax items shown as a separate reconciling adjustment.)

Additionally, consistent with its approach in its first quarter 2017 Form 10-Q and earnings releases filings, Exelon will add the following footnote disclosure to its GAAP to non-GAAP reconciliation tables in its Forms 10-Q and 10-K and earnings release filings to explain the bases for income tax impacts of reconciling adjustments:

“Unless otherwise noted, the income tax impact of each reconciling item between GAAP Net Income and Adjusted (non-GAAP) Operating Earnings is based on the marginal statutory federal and state income tax rates for each Registrant, taking into account whether the income or expense item is taxable or deductible, respectively, in whole or in part.  For all items except the unrealized gains and losses related to NDT fund investments, the marginal statutory income tax rates ranged from 39% to 41%.  Under IRS regulations, NDT fund investment returns are taxed at differing rates for investments in qualified vs. non-qualified funds.  The tax rates applied to unrealized gains and losses related to NDT Fund investments were 76.2%, 48.7%, 49.1% and 56.3% for the three months and twelve months ended December 31, 2016 and 2015, respectively.”

Finally, as information, based on benchmarking of other public utility SEC filings, we have noted diversity in practice in disclosing the income tax impacts of non-GAAP reconciling adjustments, including certain SEC filers that disclosed the income tax impacts in footnotes to a table and others that disclosed such impacts in line item captions as we plan for future filings.

Item 8. Financial Statements and Supplementary Data

Combined Notes to Consolidated Financial Statements

1. Significant Accounting Policies

Asset Impairments (All Registrants), page 320

2.

 We note your disclosure that the amount of the impairment loss for assets held and used is determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value less costs to sell.  Please tell us how your measurements of impairment losses for long-lived assets held and used comply with ASC 360-10-35-17.

Response:

Both the Significant Accounting Policies (page 320) and Critical Accounting Policies and Estimates (page 110) disclosures in Exelon’s 2016 Form 10-K erroneously stated that costs to sell are reflected in the measurement of impairment losses for long-lived assets held and used.  In fact, as disclosed in Note 8-Impairment of Long-Lived Assets (pages 395 and 396), impairment losses for long-lived assets held and used are determined by measuring the excess of the carrying amount of the long-lived asset or asset group over its fair value, without any consideration of costs to sell.  In future Form 10-K filings, Exelon will remove the “less costs to sell” reference from the Asset Impairments-Long Lived Assets section of Significant Accounting Policies and from the Impairment of Long-lived Assets disclosure in the Critical Accounting Policies and Estimates section of the Form 10-K.

As information, as disclosed in  Note 8-Impairment of Long-Lived Assets (page 396), in accordance with ASC 360, the Registrants only reflect costs to sell in determining impairment losses for long-lived assets classified as held for sale.

19. Mezzanine Equity (Exelon, Generation and PHI), page 508

3.

 Please tell how the release of the redeemable noncontrolling interests contingency during the year ended December 31, 2016 is reflected in the consolidated statements of changes in shareholders’ equity.  Please refer to paragraph 16 of ASC 480-10-S99-3A.

Response:

The contingently redeemable noncontrolling interests relate to 2015 ESA Investco, LLC, which is a partially owned, consolidated subsidiary of Generation.  As described in Note 19-Mezzanine Equity, the 2016 year-to-date amount of the contingency that was released was $157 million.  In accordance with ASC 480-10-S99-3A, this amount was reclassified to permanent equity when the contingency was released.  The reclassification for the year ended December 31, 2016 was included in the Sale of noncontrolling interests line within the consolidated statement of changes in equity.  Through the third quarter of 2016, Exelon and Generation had presented the reclassification as a separate line item within the consolidated statement of changes in equity labeled Adjustment of contingently redeemable noncontrolling interests due to release of contingency.

Unrelated to 2015 ESA Investco, LLC, during the fourth quarter of 2016, Generation sold a portion of the equity interest in one of its wind projects to a tax equity investor for $243 million.  (Additional details related to this transaction are included in Note 2-Variable Interest Entities within 2016 Form 10-K.)  Within the Consolidated Statement of Changes in Equity in the 2016 Form 10-K, we combined the sale of the equity interest in the wind projects and the year-to-date contingency released by 2015 ESA Investco, LLC within the same line item Sale of noncontrolling interests for a total of $400 million.

Upon receiving this Comment Letter, we reviewed our decision to combine the two items into a single line item.  Pursuant to our review, to provide additional transparency, we will revise our presentation on the Consolidated Statements of Changes in Equity for Exelon and Generation to reflect separately (1) the release of the redeemable noncontrolling interests contingency, and (2) the partial sale of the wind projects.  We will make this change for all periods presented beginning with the 2017 Form 10-K.  The table below depicts the changes that will be made:

 Member’s Equity

 Noncontrolling

Interests

 Total

Equity

(In millions)

 Membership

Interest

 Undistributed

Earnings

 Accumulated

Other

Comprehensive

Income (Loss)

Balance, December 31, 2015

 $

 8,997

 $

 2,701

 $

 (63

 )

 $

 1,307

 $

 12,942

Net income

 —

 496

 —

 62

 558

Sale of noncontrolling interests

 (4

 )

 —

 —

 243

 239

Adjustment of contingently redeemable noncontrolling interests due to release of contingency

 —

 —

 —

 157

 157

Changes in equity of noncontrolling interests

 —

 —

 —

 5

 5

Allocation of tax benefit from member

 98

 —

 —

 —

 98

Contribution from member

 170

 —

 —

 —

 170

Distribution to member

 —

 (922

 )

 —

 —

 (922

 )

Other comprehensive income, net of income taxes

 —

 —

 9

 —

 9

Balance, December 31, 2016

 $

 9,261

 $

 2,275

 $

 (54

 )

 $

 1,774

 $

 13,256

Form 10-Q for Fiscal Quarter Ended March 31, 2017

4.

 We note you omitted the disclosure required by Item 308(c) of Regulation S-K.  Please file an amendment containing the disclosure required by Item 308(c) of Regulation S-K.

Response:

Item 308(c) of Regulation S-K requires a registrant to "disclose any change in the registrant's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 that occurred during the registrant's last fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.”  During the first quarter of 2017, there were no changes in the Registrants’ internal control over financial reporting that occurred that materially affected, or were reasonably likely to materially affect, any of the Registrants’ internal control over financial reporting.  Therefore, we do not believe disclosure was required, the omission of disclosure misled users of the financial statements, or that amendment of the March 2017 Form 10-Q is warranted.  Nevertheless, to provide further transparency and to be consistent

with the practice of some other registrants, in future Form 10-K and Form 10-Q filings, we will explicitly disclose whether or not there have been any changes in internal control over financial reporting as set forth in Item 308(c) of Regulation S-K.

Form 8-K Filed February 8, 2017

5.

 Presenting full non-GAAP income statements when reconciling non-GAAP measures to the most directly comparable GAAP measures is inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016.  Please review this guidance when preparing your next earnings release.

Response:

We understand and share the SEC’s concerns of placing undo prominence on non-GAAP measures in disclosures, while also balancing the need to provide useful and relevant information to users of the financial statements.  To address those concerns, we do not provide the full non-GAAP income statements in the actual Earnings Release document itself.  Rather, full non-GAAP income statement reconciliations are not presented until page 8 of the Earnings Release Attachments (the equivalent of an appendix to the Earnings Release document), which is after the presentation of the complete GAAP income statements, balance sheets and cash flow statements on pages 1-7.

We believe the level of detail presented in the full income statement reconciliation provides transparency to our disclosures by providing useful information addressing questions we routinely receive from our securities analysts and investors, who seek detailed information as to specific line items to which reconciling adjustments are recorded to assist them in modeling their views of Exelon’s future financial performance. By providing this information in the Earnings Release Attachments, we are able to make such information equally and consistently available to all investors and analysts, consistent with the requirements of Regulation FD.  Given the usefulness and relevance of this information, we plan to continue to present a full non-GAAP income statement in the Earnings Release Attachments, but will further emphasize the full GAAP income statement on those pages through other presentation style techniques such as larger font, bolding, or highlighting.

* * * *

If you have any questions regarding the foregoing, please contact me at (312) 394-4736.

Very truly yours,

/s/ Duane M. DesParte

Duane M. DesParte

Senior Vice President and Corporate Controller

Exelon Corporation

Mail Stop 3561
July 6 , 2017

Duane M. DesParte
Senior Vice President & Corporate Controller
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680 -5379

Re: Exelon Corporation
 Form 10-K for Fiscal Year Ended December 31,  2016
Filed February 13 , 2017
Form 10 -Q for Fiscal Quarter Ended March 31, 2017
Filed May 3, 2017
Form 8 -K Filed February 8, 2017
File No. 1-16169

Dear Mr. Desparte :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2016

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Financial Results of Operations

Adjusted (non -GAAP) Operating Earnings, page 89

1. We note the adjustments to reconcile GAAP net income attributable to common
shareholders to adjusted non -GAAP operating earnings are presented net of income
taxes.   Please revise your disclosure in future filings to show income taxes as a separate

Duane M. DesParte
Exelon Corporation
July 6, 2017
Page 2

 adjustme nt and clearly explain how the adjustment is determined.  Please refer to
Question 102.11 of the updated Compliance and Disclosure Interpretations issued on
May 17, 2016.   Please note that this comment is also applicable to earnings releases filed
on Form 8-K.

Item 8. Financial Statements and Supplementary Data

Combined Notes to Consolidated Financial Statements

1.Significant Accounting Policies

Asset Impairments (All Registrants), page 320

2. We note your disclosure that the amount of the impairment lo ss for assets held and used
is determined by measuring the excess of the carrying amount of the long -lived asset or
asset group over its fair value less costs to sell.   Please tell us how your measurements of
impairment losses for long -lived assets held an d used comply with ASC 360 -10-35-17.

19. Mezzanine Equity (Exelon, Generation and PHI), page 509

3. Please tell how the release of the redeemable noncontrolling interests contingency during
the year ended December 31, 2016 is reflected in the consolidate d statements of changes
in shareholders’ equity.   Please refer to paragraph 16 of ASC 480 -10-S99-3A.

Form 10 -Q for Fiscal Quarter Ended March 31, 2017

4. We note you omitted the disclosure required by Item 308(c) of Regulation S -K.  Please
file an amendme nt containing the disclosure required by Item 308(c) of Regulation S -K.

Form 8 -K Filed February 8, 2017

5. Presenting full non -GAAP income statements when reconciling non -GAAP measures to
the most directly comparable GAAP measures is inconsistent with the  updated
Compliance and Disclosure Interpretations issued on May 17, 2016.  Please review this
guidance when preparing your next earnings relea se.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of
action by the staff.

Duane M. DesParte
Exelon Corporation
July 6, 2017
Page 3

 You may contact Yolanda Guobadia  at (202) 551 -3562  or me at (202) 551 -3344  if you
have questions regarding comments on the financial statements and related matters.   Please
contact Katherine Bagley  at (202) 551 -2545  or Mara Ransom  at (202) 551 -3264  with any other
questions.

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

Acceleration Request

 April 13, 2016

Via EDGAR Submission

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Mara Ransom

Assistant Director

Office of Consumer Products

             Re:
Exelon Corporation

Registration Statement on Form S-4

File No. 333-209209

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Exelon Corporation (the “Company”) hereby requests
acceleration of the effective date of the above referenced Registration Statement on Form S-4 (the “Registration Statement”) to 4:30 p.m. Eastern Daylight Time, on April 15, 2016 or as soon thereafter as practicable. The
Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the above-referenced
Registration Statement. In addition, the Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact Richard B. Aftanas of Kirkland & Ellis LLP, special counsel to the
Registrants, at (212) 446-4722, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

EXELON CORPORATION

By:

/s/ Jonathan W. Thayer

Name:

Jonathan W. Thayer

Title:

Senior Executive Vice President and

Chief Financial Officer

cc:
Bruce G. Wilson, Esq.

Senior Vice President and Deputy General Counsel

Exelon Corporation

Richard B. Aftanas, Esq.

Ross M. Leff, Esq.

Kirkland & Ellis LLP

CORRESP
1
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Exxon Letter

 April 13, 2016

Via EDGAR Submission

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
        Exelon Corporation

        Registration Statement on Form S-4

        File No. 333-209209

 Ladies and Gentlemen:

Reference is made to the registration statement of Exelon Corporation (the “Issuer”) on Form S-4 (File No. 333-209209),
as amended (the “Registration Statement”), registering the Issuer’s offer to exchange (i) up to $807,082,000 aggregate principal amount of the Issuer’s outstanding 3.950% Notes due 2025 (the “original 2025
notes”) for a like aggregate principal amount of the Issuer’s 3.950% Notes due 2025 that will be issued in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”) (the
“exchange 2025 notes”), (ii) up to $333,485,000 aggregate principal amount of the Issuer’s outstanding 4.950% Notes due 2035 (the “original 2035 notes”) for a like aggregate principal amount of the
Issuer’s 4.950% Notes due 2035 that will be issued in a transaction registered under the Securities Act (the “exchange 2035 notes”) and (iii) up to $741,001,000 aggregate principal amount of the Issuer’s outstanding
5.100% Notes due 2045 (the “original 2045 notes” and, together with the original 2025 notes and the original 2035 notes, the “original notes”) for a like aggregate principal amount of the Issuer’s 5.100% Notes
due 2045 that will be issued in a transaction registered under the Securities Act (the “exchange 2045 notes” and, together with the exchange 2025 notes and the exchange 2035 notes, the “exchange notes”)
(collectively, the “exchange offer”).

 Please be advised that the Issuer is registering the exchange offer in reliance on
the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in: Exxon Capital Holdings Corporation (available May 13, 1988); Morgan Stanley & Co. Incorporated (available June 5,
1991); and Shearman & Sterling (available July 2, 1993). In addition, the Issuer hereby represents that it has not entered into any arrangement or understanding with any person to distribute the exchange notes to be received in the
exchange offer and, to the best of the Issuer’s information and belief, each person participating in the exchange offer will be acquiring the exchange notes in its ordinary course of business and will not have any arrangement or understanding
with any person to participate in the distribution of the exchange notes to be received in the exchange offer. In this regard, the Issuer will make each person participating in the exchange offer, by means of the exchange offer prospectus and the
related letter of transmittal, aware that if such person is participating in the exchange offer for the purpose of distributing the exchange notes to be acquired in the exchange offer, such person (i) can not rely on the Staff position
enunciated in Exxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale
transaction. The Issuer acknowledges that such a secondary resale transaction by

 April 13, 2016

Page 2

such person participating in the exchange offer for the purpose of distributing the exchange notes should be covered by an effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K under the Securities Act.

 The Issuer will make each person participating in the
exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds original notes acquired for its own account as a result of market-making activities or other trading activities, and who receives exchange notes in
exchange for such original notes pursuant to the exchange offer, may be a statutory underwriter and, in connection with any resale of such exchange notes, must deliver a prospectus meeting the requirements of the Securities Act, which may be the
prospectus for the exchange offer so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of exchange notes held by the broker-dealer).
In addition, the Issuer will include in the letter of transmittal or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer the following additional provision, in substantially the form set forth
below:

 if the exchange offeree is a broker-dealer holding original notes acquired for its own account as a result of market-making
activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes received in respect of such original notes
pursuant to the exchange offer.

 If you have any further questions or comments or desire further information in respect of the
Registration Statement, please do not hesitate to contact Richard B. Aftanas of Kirkland & Ellis LLP, special counsel to the Issuer, at (212) 446-4722.

Sincerely,

EXELON CORPORATION

By:

/s/ Jonathan W. Thayer

Name:

Jonathan W. Thayer

Title:

Senior Executive Vice President and

Chief Financial Officer

cc:
Bruce G. Wilson, Esq.

 Senior Vice President and Deputy General Counsel

Exelon Corporation

Richard B. Aftanas, Esq.

 Ross
M. Leff, Esq.

 Kirkland & Ellis LLP

Mail Stop 3561

February 22, 2016

Jonathan W. Thayer
Senior  Executive  Vice President and Chief Financial Officer
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680 -5379

Re: Exelon Corporation
  Registration Statement on Form S-4
Filed  January 29, 2016
  File No.  333-209209

Dear Mr. Thayer :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. Item 19 of Form S -4 identifies certain information to be provided in an exchange
offer.  We note that your most recently filed Form 10 -K incorporates by reference
your definitive proxy statement, which you have n ot yet filed.  Please either disclose
in the Form S -4 all the information that Item 19 requires you to disclose, file the
definitive proxy statement, or amend your Form 10 -K to include this information.
Please refer to Securities Act Forms Compliance and Disclosure Interpretation
123.01, by analogy.

Jonathan W. Thayer
Exelon Corporation
February 22, 2016
Page 2

 Signatures, II -4

2. Please revise your signature page to include the signature of your principal financial
officer  in his individual capacity .  Please r efer to Instruction 1 to Signatures on Form
S-4.  In this regard, we note that Mr. Thayer signed the first half of your signature
page on behalf of the registrant but not in his individual capacity.

Index of Exhibits

Opinion of Ballard Spahr LLP, Exhibit 5.2

3. We note counsel ’s statement that their opinion , directed to the board, may not be
relied upon or distributed to any o ther person without  prior written consent  from
counsel . Please have counsel revise  the opinion to eliminate this  limitation on
reliance.  For guidance, refer to Section II.B.3.d of Staf f Legal Bulletin No. 19 (CF)
(Oct. 14, 2011).

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in  the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare th e
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company  from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under  the federal
securities laws of the United States.

Jonathan W. Thayer
Exelon Corporation
February 22, 2016
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Danilo Castelli , Attorney Advisor  at (202) 551 -6521 , Lisa Kohl, Legal
Branch Chief at (202) 551-3252  or me at (202) 551 - 3264  with any other questions.

Sincerely,

 /s/ Lisa M. Kohl for

 Mara Ransom
Assistant Director
Office of Consumer Products

cc: Bruce G. Wilson
 Richard  B. Aftanas, P .C.

Mail Stop 3561
September 15 , 2015

Duane M. DesParte
Senior Vice President & Corporate Controller
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680 -5379

Re: Exelon Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 13, 2015
File No. 1-16169

Dear Mr. DesParte :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  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 the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
       Office of Consumer Products

cc:  Patricia Finan , Administrative Assistant

CORRESP
1
filename1.htm

CORRESP

 August 28, 2015

 VIA
EDGAR SUBMISSION AND COURIER

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3561

Attention: William H. Thompson

Re:
Exelon Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2014

 Filed February 13, 2015

Form 10-Q for the Quarterly Period Ended June 30, 2015

Filed July 29, 2015

File No. 1-16169

 Ladies and
Gentlemen:

 We are writing in response to the comments contained in the Staff’s letter dated August 14, 2015 (the “Comment Letter”)
with respect to Exelon Corporation’s (“Exelon”) Form 10-K for Fiscal Year Ended December 31, 2014, as filed with the Commission on February 13, 2015 (“2014 Form 10-K”) and Form 10-Q for Quarterly Period Ended
June 30, 2015, as filed with the Commission on July 29, 2015.

 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. The response to this letter is provided on a supplemental basis.

*     *     *     *

Form 10-K for the Fiscal Year Ended December 31, 2014

Item 8. Financial Statements and Supplementary Data

Combined Notes to Consolidated Financial Statements

Consolidated Statements of Operations and Comprehensive Income

1.
Please tell us what consideration each registrant gave to separately presenting revenues and related costs and expenses applicable to revenues from tangible goods, services and other revenues pursuant to Rule 5-03
(b)(1) and (b)(2) of Regulation S-X.

 1

 Response:

Exelon is a utility services holding company engaged through its principal subsidiaries in the energy generation and energy distribution businesses.

Rate-Regulated Utility Registrants

 Exelon’s
rate-regulated utility businesses include Commonwealth Edison Company (ComEd), PECO Energy Company (PECO), and Baltimore Gas and Electric Company (BGE) (collectively the rate-regulated utilities), each of which is a separate debt registrant. ComEd,
PECO and BGE are primarily engaged in the purchase and rate-regulated retail sale of electricity and the provision of electric transmission and distribution services. PECO and BGE are also engaged in the purchase and rate-regulated retail sale of
natural gas and the provision of natural gas distribution services. The rate-regulated utilities are public utilities under the applicable state public utility regulations and are subject to rate regulation by their respective state utility
commissions. Additionally, the rate-regulated utilities are public utilities under the Federal Power Act subject to regulation by the Federal Energy Regulatory Commission (FERC).

Rule 5-03(b)(1) requires a registrant to state separately (a) net sales of tangible products; (b) operating revenues of public utilities or others;
(c) income from rentals; (d) revenues from services; and (e) other revenues. Rule 5-03(b) also indicates that a public utility company using a uniform system of accounts or a form for annual report prescribed by federal or state
authorities, or a similar system or report, shall follow the general segregation of operating revenues and operating expenses reported under Rule 5-03(b)(2) prescribed by such system or report. As noted above, all three of Exelon’s
rate-regulated utilities are subject to FERC and state public utility commission regulation which requires them to maintain their books and records in accordance with FERC’s uniform system of accounts. The FERC uniform system of accounts
requires operating revenues for public electric and natural gas utilities to be recorded within the single utility account 400 - Operating Revenues. As a result, we have historically reported all revenue from utility operations within a single line
item on the face of the statement of operations and comprehensive income. Correspondingly, we have historically reported the expenses for the purchases of both electricity and natural gas for resale within a single line item within the operating
expenses section of the statement of operations and comprehensive income. We believe the presentation of the rate-regulated utilities’ operating revenues and expenses is consistent with the requirements in Rule 5-03(b)(1)(b) and Rule
5-03(b)(2)(b) for the operating revenues and expenses of public utilities.

 Upon receiving this Comment Letter, we performed benchmarking of other public
utilities with both rate-regulated electricity and natural gas operations. Pursuant to our review, to more closely align with our peers for comparability purposes, we will revise our presentation on the statements of operations and comprehensive
income for PECO and BGE to reflect separately (1) operating revenues from the rate-regulated sale of electricity and operating revenues from the rate-regulated sale of natural gas, and (2) purchased power expense and purchased fuel expense
within the operating expenses section of the statement of operations and comprehensive income. We will make this change for all periods presented beginning with the Form 10-K for the Fiscal Year Ending December 31, 2015 (“2015 Form
10-K”). We also note that separate disclosure of PECO and BGE’s revenues from the rate-regulated sales of electricity and of natural gas has historically been provided within Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations. ComEd’s operating revenues are derived only from the rate-regulated sale of electricity, and thus no similar change in presentation will be made.

 2

 Exelon Generation Registrant

Exelon Generation Company (Generation), a subsidiary of Exelon and a debt registrant, is primarily engaged in the physical delivery and marketing of electric
generation capacity and natural gas, the provision of renewable and other energy-related products and services, and natural gas and oil exploration and production activities. For the year ended December 31, 2014, Generation’s operating
revenues of $17.4 billion consisted of electricity sales of approximately $14.2 billion, natural gas sales of approximately $3.0 billion, and other revenues of approximately $0.1 billion. Other revenues at Generation are derived primarily from oil
and natural gas exploration and production activities, sales of home products and services, and sales of distributed generation and energy efficiency services. As noted in Item 1. General Business of the 2014 Form 10-K, Generation is a public
utility under the Federal Power Act subject to regulation by the FERC. However, unlike ComEd, PECO and BGE, the prices that Generation charges its customers are not rates established by state public utility commissions or FERC. Generation prices its
sales of electricity and natural gas for re-sale at market-based rates. Furthermore, Generation is not required to use a uniform system of accounts or a form for annual report prescribed by federal or state authorities segregating and reporting
operating revenues and operating expenses by such system or report. Accordingly, Generation believes its historical practice of presenting its operating revenues from the sale of electricity and natural gas as a single line on the face of its
statement of operations and comprehensive income is appropriate under Rule 5-03(b)(1)(b) as operating revenues of public utilities. Additionally, Rule 5-03 permits the aggregation of revenue classes if each class is not more than 10% of consolidated
revenues. As such, Generation has also combined all other revenue classes into this single line item on the face of its statement of operations and comprehensive income.

Exelon Corporation Registrant

 As noted, each of
Exelon’s principal subsidiaries (ComEd, PECO, BGE and Generation) is a public utility. Exelon’s presentation of operating revenues in a single line item on the face of its consolidated statement of operations and comprehensive income
accordingly is consistent with the guidance in Rule 5-03(b)(1)(b). At the same time, through our benchmarking, we noted that many, but not all, public companies similar to Exelon with both rate-regulated public utility revenues and non-rate
regulated competitive public utility revenues present rate-regulated and non-rate regulated revenues separately on the face of their statements of operations and comprehensive income. Upon further reflection, we believe the separate presentation of
rate-regulated public utility revenues and non-rate regulated competitive public utility revenues provides more transparency to financial statement users. As a result, beginning with the 2015 Form 10-K, we will separately present total operating
revenues from rate-regulated utilities and total operating revenues from competitive businesses on the face of Exelon’s consolidated statement of operations and comprehensive income for all periods presented. Similarly, Exelon will separately
present rate-regulated purchased power and fuel expense and non-rate regulated purchased power and fuel expense. Exelon will not separately present on a consolidated basis the revenues or expenses associated with PECO’s and BGE’s sales of
electricity and natural gas in accordance with Rule 5-03(b) as total consolidated sales of rate-regulated natural gas are less than 10% of Exelon’s consolidated revenues.

 3

 16. Retirement Benefits (Exelon, Generation, ComEd, PECO and BGE), page 386

2.
Please tell us whether the defined benefit plans and other postretirement plans are multiemployer plans as defined in ASC 715-80-20 or multiple-employer plans as defined in ASC 715-30-20, and describe the
characteristics of the plans that support your determination.

 Response:

Exelon sponsors single-employer pension and other postretirement benefit plans for its employees, including employees of its subsidiaries.

Exelon’s subsidiaries account for their participation in Exelon’s single-employer pension and other postretirement benefit plans as participation in
multiemployer plans for purposes of their stand-alone financial statements (as disclosed on p. 395 of the 2014 Form 10-K). ASC 715-30-55-64 discusses parent-subsidiary arrangements and states that the subsidiaries should report their participation
in the parent’s overall single-employer pension plan as a participation in a multiemployer pension plan. As described in ASC 715-80-20, a multiemployer plan is “a pension or postretirement benefit plan to which two or more unrelated
employers contribute, usually pursuant to one or more collective-bargaining agreements. A characteristic of multiemployer plans is that assets contributed by one participating employer may be used to provide benefits to employees of other
participating employers since assets contributed by an employer are not segregated in a separate account or restricted to provide benefits only to employees of that employer”. Exelon has a Master Trust with various sub-trusts supporting its
pension and other postretirement benefit plans. The assets in the Master Trust and related sub-trusts are not legally segregated by subsidiary and can be used to provide benefits to eligible employees of any subsidiary participating in the plans.
This structure supports Exelon’s use of multiemployer accounting at the subsidiary financial statement level.

 The availability of assets to
participants of any subsidiary differentiates multiemployer plans from multiple-employer plans. As defined in ASC 715-30-20, a multiple-employer plan is “a pension plan or other postretirement benefit plan maintained by more than one employer
but not treated as a multiemployer plan. Multiple-employer plans are generally not collectively bargained and are intended to allow participating employers, commonly in the same industry, to pool their plan assets for investment purposes and to
reduce the cost of plan administration. A multiple-employer plan maintains separate accounts for each employer so that contributions provide benefits only for employees of the contributing employer. Multiple-employer plans may have features that
allow participating employers to have different benefit formulas, with the employer’s contributions to the plan based on the benefit formula selected by the employer.” In addition to not segregating assets, Exelon also does not allow the
participating subsidiaries to establish different benefit formulas. Exelon, as plan sponsor, determines the benefits available to employee plan participants across all of its subsidiaries. Therefore, it would not be appropriate for Exelon’s
subsidiaries to account for their participation in Exelon’s single-employer plans as multiple-employer plans for purposes of their stand-alone financial reporting.

 4

 24. Segment Information (Exelon, Generation, ComEd, PECO and BGE), page 451

3.
We note that the regulated utilities generate revenues from the sale of electricity, distribution of gas and electricity, transmission of electricity and riders to recover costs incurred for regulatory programs and
uncollectible accounts, among other sources. We also note that Generation generates revenues from gas and oil exploration and production activities, retail and wholesale electricity and gas sales, distributed generation, heating, cooling and
cogeneration facilities, home improvements, sales of appliances and servicing of heating, air conditioning, plumbing, electrical and indoor quality systems. Please provide us with a summary of revenues from external customers for each product and
service for each registrant. In addition, please tell us why you did not provide the disclosures in ASC 280-10-50-40.

 Response:

 ASC 280-10-50-40 requires entity-wide disclosures related to products and services. The entity-wide disclosures pertain to those entities whose
reportable segments are not based on products and services or geographic areas, and to reporting entities whose segment revenues are derived from a broad range of different products and services.

Rate-Regulated Utility Registrants

 Consistent with the
enhancements to the presentation of revenues on the face of the statements of operations as explained in the response to comment 1 above, PECO and BGE will revise their presentations within the Segment Information footnote to reflect separately
operating revenues from the rate-regulated sale of electricity and operating revenues from the rate-regulated sale of natural gas for all periods presented beginning with the 2015 Form 10-K. Reference is made to the first table below for the 2014
operating revenue amounts for sales of rate-regulated natural gas and sales of rate-regulated electricity for each of the utility registrants.

 5

 Exelon Generation Registrant

We consider Generation’s sale of competitive electricity and sale of competitive natural gas products and services as similar in nature, and thus believe
grouping them into a single line item under operating revenues within our Segment Information footnote is consistent with the guidance in ASC 280-10-50-40. The second table below sets forth the products and services comprising Generation’s 2014
operating revenues. As shown, operating revenues for the dissimilar products or services within Generation, such as oil and gas exploration and production activities, home products and services, distributed generation and energy efficiency, and
proprietary trading activities, individually represent less than 1% of Generation’s total operating revenues, and thus such amounts have not been separately reported within the Segment Information footnote.

While we believe our historical disclosure of operating revenues for Generation under ASC 280-10-50-40 has been appropriate as described above, we do
acknowledge that in 2014 operating revenues for natural gas sales of $2.957 billion represented 17% of Generation’s $17.393 billion total operating revenues. In 2013, natural gas sales operating revenues were $1.9 billion, or 12% of the total
$15.6 billion. The absolute and proportional growth in the natural gas sales operating revenues is

Mail Stop 3561
August 14, 2015

Duane M. DesParte
Senior Vice President & Corporate Controller
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680 -5379

Re: Exelon Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 13, 2015
Form 10 -Q for the Quarterly Period Ended June 30, 2015
Filed July 29, 2015
File No. 1-16169

Dear Mr. DesParte :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comment s within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Item 8. Financial Statements and Supplementary Data

Combined Notes to Consolidated Financial Statements

Consolidated State ments of Operations and Comprehensive Income

1. Please tell us what consideration each registrant gave to separately presenting revenues
and related costs and expenses applicable to revenues from tangible goods, services and
other revenues pursuant to Rule 5 -03 (b)(1) and (b)(2) of Regulation S -X.

Duane M. DesParte
Exelon Corporation
August 14, 2015
Page 2

 16. Retirement Benefits (Exelon, Generation, ComEd, PECO and BGE), page 386

2. Please tell us whether the defined benefit plans and other postretirement plans are
multiemployer plans as defined in ASC 715 -80-20 or multiple -employer plans as defined
in ASC 715 -30-20, and describe the characteristics of the plans that support your
determination.

24. Segment Information (Exelon, Generation, ComEd, PECO and BGE), page 451

3. We note that the regulated utilities generate revenues from the sale of electricity,
distribution of gas and electricity, transmission of electricity and riders to recover costs
incurred for regulatory programs and uncollectible accounts, among other sources.  We
also note that Generation generates re venues from gas and oil exploration and production
activities, retail and wholesale electricity and gas sales, distributed generation, heating,
cooling and cogeneration facilities, home improvements, sales of appliances and
servicing of heating, air condit ioning, plumbing, electrical and indoor quality systems.
Please provide us with a summary of revenues from external customers for each product
and service for each registrant.  In addition, please tell us why you did not provide the
disclosures in ASC 280 -10-50-40.

4. Please tell us what consideration you gave to disclosing the factors used to identify
reportable segments, including the basis of organization.  Please refer to ASC 280 -10-50-
21a.

Form 10 -Q for the Quarterly Period Ended June 30, 2015

Item1.  Financial Statements

Combined Notes to Consolidated Financial Statements

3.  Variable Interest Entities (Exelon, Generation, ComEd, Peco and BGE), page 37

5. We note that ESA Investco, LLC entered into an arrangement to purchase a 90% equity
interest and 99% of the tax attributes of a distributed energy company that was
determined to be a VIE for which Generation is not the primary beneficiary.  In addition,
we note you entered into an arrangement to purchase a 90% equity interest and 90% of
the tax attrib utes of another distributed energy company that did not meet the definition
of a VIE.  In regard to these transactions, please explain to us in detail:

 why ESA Investco is not the primary beneficiary of the VIE;

 why the other distributed energy company  did not meet the definition of a VIE;

Duane M. DesParte
Exelon Corporation
August 14, 2015
Page 3

  how the investment in the VIE is accounted for and the basis in GAAP therefor;
and

 why Generation does not control the other distributed energy company given that
Generation has a 90% equity interest in the entity.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that th e filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accur acy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 comments as a defense in any proceeding initiated by
the Commission or  any person under the federal securities laws of the United States.

You may contact Scott Stringer, Staff Accountant,  at (202) 551 -3272 or me at (202) 551 -
3344 with any questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
       Office of Consumer Products

cc:  Patricia Finan , Administrative Assistant

June 24, 2013

Via E -mail
Duane M. DesParte
Vice President & Corporate Controller
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680 -5379

Re: Exelon Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 22 , 2013
File No. 1 -16169

Dear Mr. DesParte :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc: Bruce Wilson
 Corporate Secretary

CORRESP
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Correspondence Letter

 June 21, 2013

 VIA EDGAR SUBMISSION AND COURIER

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3561

 Attention: William H. Thompson

Re:

 Exelon Corporation

Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed February 22, 2013

 File No. 1-16169

 Ladies and Gentlemen:

 We are writing in response to the comment contained in the Staff’s comment letter dated June 7, 2013 (the “Comment Letter”) with respect to Exelon Corporation’s
(“Exelon”) Form 10-K for Fiscal Year Ended December 31, 2012, as filed with the Commission on February 22, 2013 (“2012 Form 10-K”).

 For the convenience of the Staff’s review, we have set forth the comment contained in the Staff’s Comment Letter along with Exelon’s response. The response to this letter is provided on a
supplemental basis.

 *  *  *  *

 Item 8. Financial Statements and Supplementary Data, page 181

 Combined
Notes to Consolidated Financial Statements, page 216

 Note 19. Commitments and Contingencies (Exelon, Generation, ComEd, PECO and
BGE), page 377

 Federal Energy Regulatory Commission Investigation (Exelon and Generation), page 398

1. With reference to applicable GAAP literature, please explain to us why the full amount of the civil penalty and disgorgement settlement was not
recorded as a liability when accounting for the merger with Constellation. In this regard, we note that the merger with Constellation was completed on March 12, 2013 and Constellation announced on March 9, 2013 that it had resolved the
FERC investigation.

 Response:

 Prior to Exelon’s March 12, 2012, merger with Constellation Energy Group. Inc. (“Constellation”), the Federal Energy Regulatory Commission (“FERC”) staff in the Office of
Enforcement, Division of Investigations, conducted an investigation of Constellation Energy Commodities Group’s (“CECG”) virtual transactions and physical schedules in and around the New York ISO from September 2007 through December
2008. The FERC investigation was related solely to Constellation’s pre-merger power trading activities, and was initiated in 2008 prior to the merger discussions between Exelon and Constellation. On March 9, 2012, FERC approved a
Stipulation and Consent Agreement (“Agreement”) between CECG and FERC’s Office of Enforcement to resolve FERC Staff’s allegations that CECG violated FERC’s power trading Anti-Manipulation Rule for physical and financial
electric energy trading activities.

 1

 Pursuant to the Agreement, under which CECG neither admitted nor denied any violations as alleged by FERC
Staff, CECG agreed to pay a $135 million civil penalty and $110 million for disgorgement of alleged “unjust profits” (including interest). CECG paid the total $245 million settlement amount by March 31, 2012.

Exelon and Exelon Generation Company, LLC (“Generation”) management evaluated the settlement for financial reporting purposes, and determined
that approximately $195 million met the criteria for being recorded by Exelon and Generation as expense, and $50 million met the criteria for being recorded in acquisition accounting.

 As noted above, FERC approved the Agreement prior to Exelon’s acquisition of Constellation. As a result, Exelon looked first to the accounting guidance in ASC 805-10-25-20 through ASC 805-10-25-23
and ASC 805-10-55-18 Business Combinations—Determining What Is Part of the Business Combination Transaction, to determine if the settlement reached in the Agreement should be accounted for by Exelon or Constellation.

ASC 805-10-25-21 states that “A transaction [in this case, the Agreement] entered into by or on behalf of the acquirer or primarily for the benefit
of the acquirer or the combined entity, rather than primarily for the benefit of the acquiree (or its former owners) before the combination, is likely to be a separate transaction” that should not be included in applying the acquisition method
of accounting.

 ASC 805-10-55-18 also provides factors to consider in determining whether a transaction (i.e., the Agreement) is part of the
exchange with the acquiree or whether the transaction is separate from the business combination. Such factors that we considered included:

 a. The reasons for the transaction. Understanding the reasons why the parties to the combination (the acquirer, the acquiree, and their owners, directors, managers, and their agents) entered into a
particular transaction or arrangement may provide insight into whether it is part of the consideration transferred and the assets acquired or liabilities assumed.

 b. Who initiated the transaction. Understanding who initiated the transaction may also provide insight into whether it is part of the exchange for the acquiree. For example, a transaction or other
event that is initiated by the acquirer may be entered into for the purpose of providing future economic benefits to the acquirer or combined entity with little or no benefit received by the acquiree or its former owners before the combination. On
the other hand, a transaction or arrangement initiated by the acquiree or its former owners is less likely to be for the benefit of the acquirer or the combined entity and more likely to be part of the business combination transaction.

c. The timing of the transaction. The timing of the transaction may also provide insight into whether it is part of the exchange for the
acquiree. For example, a transaction between the acquirer and the acquiree that takes place during the negotiations of the terms of a business combination may have been entered into in contemplation of the business combination to provide future
economic benefits to the acquirer or the combined entity. If so, the acquiree or its former owners before the business combination are likely to receive little or no benefit from the transaction except for benefits they receive as part of the
combined entity.

 Under section 6.1 (b) (xviii) of the Agreement and Plan of Merger dated as of April 28, 2011 (the
“Merger Agreement”), as a condition of closing, Exelon’s consent was required for any settlement agreement entered into by Constellation in excess of $100 million. The Constellation settlement with FERC triggered this consent
requirement. Exelon consented to the Agreement, and in fact encouraged it, to avoid

 2

expensive, protracted litigation with FERC, which could have damaged the reputation of the newly formed combined power marketing business and distracted management from effectively integrating
and fully realizing the expected benefits of the merger transaction. The Agreement was, however, dependent on the successful closing of the merger with Constellation. Accordingly, we concluded, based on the aforementioned accounting guidance, that a
portion of the overall settlement be treated as a separate transaction cost and not included in the application of acquisition accounting.

 At
the same time, the Agreement was contingent on the successful closing of the merger between Exelon and Constellation, such that Constellation would not have been bound by the Agreement in the event the merger did not close, and FERC’s
investigation would have remained open. As such, we concluded that a portion of the settlement amount in the Agreement represented resolution of a pre-acquisition contingency. Under guidance set forth in ASC 805-20-25-19, Business
Combinations—Identifiable Assets and Liabilities, and Any Non-Controlling Interests – Recognition—Acquisition Date Fair Value Determinable during Measurement Period, pre-acquisition contingencies of acquired companies shall be
recorded on the opening balance sheet of the acquired company and measured at fair value as of the acquisition date, if such fair value is determinable (i.e., The estimated amount Exelon and Generation would have been required to pay for an
independent, third party market participant to assume the exposure associated with the FERC investigation.)

 In evaluating the FERC
Staff’s allegations, Constellation and Exelon each hired independent economists to analyze the Constellation energy trading positions under investigation. The economists calculated conservatively high estimates of potential unjust profit
amounts in a range of approximately $40 million to $60 million, and shared their conclusions with both FERC Staff and each company’s respective Board of Directors. Exelon’s economist also shared with Exelon’s Board a separate analysis
deriving potential unjust profits in a range of $20 million to $60 million. Based in part on these analyses, and on discussions with both internal and external counsel, Exelon and Generation determined $50 million to be a reasonable estimate of the
fair value of the pre-acquisition investigation contingency, which was reflected as a liability in the application of acquisition accounting.

The remaining $195 million of the total $245 million settlement amount in excess of the $50 million was expensed by Exelon and Generation to represent,
as previously discussed, costs incurred primarily for the benefit of Exelon and Generation that should not be included in applying the acquisition method of accounting in accordance with the guidance in ASC 805-10-55-18 and ASC 805-10-25-20 through
ASC 805-10-25-23, as set forth above.

 *  *  *  *

Exelon acknowledges 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 3

 If you have any questions regarding the foregoing, please contact me at (312) 394-4736.

Very truly yours,

 /s/ Duane M.
DesParte

 Duane M. DesParte

 Senior Vice President and Corporate Controller

 Exelon Corporation

 4

June 7, 2013

Via E -mail
Duane M. DesParte
Vice President & Corporate Controller
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, Illinois 60680 -5379

Re: Exelon Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 2 2, 2013
File No. 1 -16169

Dear Mr. DesParte :

We have reviewed your filing and have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do  not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provide in
response to this comment , we may have  additional comments.

Item 8. Financial Statements and Supplementary Data, page 181

Combined Notes to Consolidated Financial Statements, page 216

Note 19. Commitments and Contingencies (Exelon, Generation, ComED, PECO and BGE), page
377

Federal Energy Regulatory Commission Investigation (Exelon and Generation), page 398

1. With reference to applicable GAAP literature, please explain to us why the full amount of
the civil penalty and disgorgement settlement was not recorded as a li ability when
accounting for the merger with Constellation.  In this regard, we note that the merger
with Constellation was completed on March 12, 2013 and Constellation announced on
March 9, 2013 that it had resolved the FERC investigation.

Duane M. DesParte
Exelon Corporation
June 7, 2013
Page 2

 We urge all pe rsons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its man agement are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment , please provide  a written statement from the company
acknowled ging 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 comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Adam Phippen, Staff Accountant , at (202) 551 -3336  or me at (202 )
551-3344  if you have questions regarding our comment or any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc: Bruce Wilson
 Corporate Secretary

CORRESP
1
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Acceleration Letter

 October 6, 2011

 VIA EDGAR SUBMISSION

 Mr. Ramin Olson, Esq.

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-0303

RE:
Exelon Corporation

Registration Statement on Form S-4 (File No. 333-175162)

 Dear Mr. Olson:

 Pursuant to Rule 461 of the Securities Act of 1933, as
amended, Exelon Corporation (the “Registrant”) respectfully requests that the effective date of its Registration Statement on Form S-4 (File No. 333-175162) be accelerated by the Securities and Exchange Commission (the
“Commission”) to October 11, 2011 at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

 The Registrant hereby
acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 The Registrant respectfully requests that it
be notified of such effectiveness by a telephone call to Laura Hazelwood at Skadden, Arps, Slate, Meagher & Flom LLP, at (312) 407-0908 and that such effectiveness also be confirmed in writing.

Very truly yours,

/s/ Bruce G. Wilson

 Bruce G. Wilson

 Senior Vice
President & Deputy General Counsel

 Exelon Corporation

September 2, 2011
 Via E-Mail

Darryl M. Bradford Senior Vice President and General Counsel Exelon Corporation 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379
Re: Exelon Corporation
  Form 10-K for Fiscal Year Ended December 31, 2010   Filed February 10, 2011
Form 8-K Filed April 27, 2011 File No. 001-16169

Dear Mr. Bradford:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ William H. Thompson    William H. Thompson
Accounting Branch Chief

CORRESP
1
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Response Letter

August 17, 2011

 VIA EDGAR SUBMISSION AND COURIER

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

 Attention: James
Allegretto

Re:

Exelon Corporation

Registration Statement on Form S-4

Filed June 27, 2011

File No. 333-175162

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 10, 2011

Form 8-K

Filed April 27, 2011

File No. 001-16169

 Ladies and Gentlemen:

 We are writing in response to the comments contained in the Staff’s comment letter dated July 25, 2011 (the “2011 Comment Letter”) with respect to Exelon Corporation’s (“Exelon”)
Registration Statement on Form S-4, as filed with the Securities and Exchange Commission (“Commission”) on June 27, 2011 (“Form S-4”), Form 10-K for Fiscal Year Ended December 31, 2010, as filed with the Commission on
February 10, 2011 (“2010 Form 10-K”), and Form 8-K, as filed with the Commission on April 27, 2011 (“Form 8-K”).

 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.

 *  *  *  *

 1

 Form S-4 Registration Statement Filed June 27, 2011

Unaudited Pro Forma Condensed Combined Consolidated Financial Statements, page 162

 Note 5. Pro Forma Adjustments to Financial Statements, page 171

1.
 Please tell us your basis in GAAP for recognizing a regulatory asset offset for the adjustment to reflect Constellation’s third-party debt at
estimated fair value. Please include a detailed discussion of facts and circumstances supporting your conclusion including a discussion of whether and how each regulatory jurisdiction incorporate interest or other debt-related costs in base rates.
Please explain whether any of BGE’s regulatory jurisdictions utilize a hypothetical debt structure and what effect you believe it will or should have on your recording of a regulatory offset relating to debt. We may have further comment.

 Response:

Regulated utilities generally recover their long-term debt costs through a cost-of-capital component incorporated into the rates the utility
charges its customers for its services. Specifically, a utility is granted by its rate regulatory commission an allowed rate of return that is applied to the amounts the utility has prudently invested in the property, plant and equipment used
to distribute electricity or gas to its customers. This aggregate investment amount is generally referred to as the utility’s rate base.

 A utility’s revenue requirement is the total amount of revenues determined by the regulator that the utility is allowed to recover from across its customer base. A utility’s allowed revenue
requirement is generally comprised of (1) a component for recovery of the day-to-day operating and maintenance costs necessary to maintain the utility’s routine operations and (2) a component for a reasonable return on the capital
invested by the utility to serve its customers (i.e., a return on the rate base).

 The rate of return allowed by the rate regulatory
commission generally is designed to provide a fair return to debt and equity investors, and is usually based on a utility’s actual capital structure. That is, the allowed rate of return reflects a weighted average cost of capital based on
a utility’s proportionate debt and equity capitalization structure and specific allowed return rates for both debt and equity. Allowed debt returns are generally based on the actual cost of the utility’s actual outstanding
debt. The allowed rate of return may be reset annually or as part of the general rate cycle, depending on the jurisdiction and individual utility.

 Under this rate making approach, the utility’s interest expense is a direct input in the ratemaking process and the utility generally recovers the actual costs of its debt (i.e., actual interest costs based on
its outstanding debt’s stated interest rates). Fluctuations in the fair value of such debt instruments, then, generally do not impact the amount of debt costs recovered by the utility. Because there is a mechanism to estimate
allowable costs as discussed in ASC 980-10-05-3 (and further discussed in the Basis for Conclusions section of FAS 71, paragraph 57), we believe it is appropriate to offset the purchase accounting adjustments to reflect debt at fair value with the
establishment of corresponding regulatory assets or regulatory liabilities. Such accounting best reflects the true economics associated with the utility’s debt costs whereby interest expense recognized matches the actual interest being
incurred and recovered by the utility. Specifically, in periods subsequent to the application of purchase accounting, the amortization of the regulatory asset or regulatory liability will offset the amortization of the purchase accounting
adjustment to reflect debt at fair value, thereby resulting in recognition of interest expense at the actual amounts being incurred and recovered by the utility under the regulatory rate construct.

In certain jurisdictions, the determination of a utility’s authorized rate of return may assume a theoretical (or hypothetical) capital
structure—that is, a prescribed proportionate split between debt and equity rather than the utility’s actual debt to equity capital structure percentages. Usually the hypothetical capital structure is not significantly different from
the utility’s actual capital structure; and in such cases, we believe it continues to be appropriate to apply the regulatory accounting described. However, situations where the hypothetical capital structure is materially different from a
utility’s actual capital structure would require careful assessment as to whether the criteria set forth in ASC 980 are still appropriately met.

 2

 In the case of Baltimore Gas and Electric Company (BGE), the Maryland Public Service Commission (PSC)
and the Federal Energy Regulatory Commission (FERC) have allowed the utility to recover its debt costs based on its actual capital structure. For example, in its most recent March 2011 rate order, the PSC established the allowed rate of return
based on BGE’s actual capital structure as of the last day of its rate case test year (i.e., June 30, 2010). Another example comes from the FERC method for determining BGE’s transmission rates. Through its formula rate approach,
FERC utilizes the actual capital structure and the actual cost of debt to establish an allowed rate of return on BGE’s transmission rate base. As such, we believe the establishment of a regulatory asset offset to the purchase accounting
adjustment made to reflect BGE’s debt at fair value is appropriate.

2.
 Please tell us your basis in GAAP for recognizing Constellation’s regulatory assets and liabilities, particularly those not earning a return, at
carrying value as opposed to their acquisition-date fair value.

 Response:

Based on our initial review as well as on preliminary discussions with Constellation’s management, we believe there will be no significant
acquisition-date fair value adjustments required for the majority of Constellation’s regulatory assets and liabilities as they are earning a return or accruing interest at reasonable rates, respectively. However, we plan to adjust the carrying
value to fair value for Constellation regulatory assets that are not in BGE’s rate base and therefore not earning a return.

 The
regulatory assets not earning a return are a result of the deregulation of electric generation in Maryland when BGE ceased to meet the requirements for accounting for a regulated business for the previous electric generation portion of its business
and the related tax impacts. As a result, BGE wrote-off its individual, generation-related regulatory assets and liabilities. BGE established generation-related regulatory assets, a portion of which are in rate base and a portion of which are not in
rate base, to be collected through its regulated rates, which are being amortized on a basis that approximates the pre-existing individual regulatory asset amortization schedules. The book value of the regulatory assets was approximately $80 million
at June 30, 2011 and will be amortized through 2017. Although not significant to Exelon, we will include a fair value adjustment for these assets in the pro forma financial statements included in Amendment No. 1 to the Form S-4.

3.
 We note a number of blank spaces. Please complete the information by filling in the blanks prior to effectiveness.

Response:

 We have included in Amendment
No. 1 to the Form S-4 all omitted information other than dates and related information that are not yet determinable, such as (i) date, time and place of the special meeting, (ii) the record date for the special meeting,
(iii) the mailing date of the proxy statement/prospectus and (iv) certain information to be provided as of the record date or the last practicable date before the date of the proxy statement/prospectus.

Form 10-K for Fiscal Year Ended December 31, 2010

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 63

 Critical Accounting Policies and Estimates, page 75

 Nuclear Decommissioning Asset Retirement
Obligations (Exelon and Generation), page 76

 3

4.
 Please tell us the escalation percentages you used to estimate future decommissioning costs for the past three years and whether you use blended escalation
factors or separate escalation factors for labor, equipment and other materials, energy, LLRW disposal and other costs. Please also tell us the indices upon which the escalation factors are based, if indices were used. In short, please show us why
your inflation assumptions related to future decommissioning costs are supportable with historical experience and similar assumptions used by other licensees.

 Response:

 We use four separate escalation factors applied to the five major cost categories to
estimate future decommissioning costs. The five major cost categories and the four indices from the U.S. Bureau of Labor Statistics used to determine the escalation rates are as follows:

•

 Labor – Employment Compensation Index, Compensation All Private Industry Workers

•

 Equipment and materials – Producer Price Index, Machinery & Equipment

•

 Energy – Producer Price Index, Fuels & Related Products & Power

•

 Burial – Consumer Price Index, Services

•

 Other – Consumer Price Index, Services

 The following table represents the long-term (30-year) escalation rates used to estimate future decommissioning costs for the past three years:

Long-Term Escalation Rates

Q3 2010 Update

Q3 2009 Update

Q3 2008 Update

Labor

2.95%

3.11%

3.38%

 Equipment and
Materials

0.47%

0.53%

0.30%

Energy

5.58%

4.43%

6.46%

 Burial &
Other

2.78%

3.02%

3.18%

 Given the rates are intended to reflect long-term cost escalation patterns, and given escalation rate forecasts
have fluctuated significantly from year-to-year, we utilize a model in which both actual historical and forecasted future escalation rates are considered in deriving the escalation rates used in our future decommissioning costs as follows:

•

 70% weighting based on the most recent 15 years of actual historical escalation experience

•

 10% weighting based on the forecasted escalation rates from two years prior

•

 10% weighting based on the forecasted escalation rates from one year prior

•

 10% weighting based on current year forecasted escalation rates

 A 70% weighting is applied to actual historical escalation rates as we believe actual changes in the various cost factors over a long duration (i.e., 15 years) are the most relevant and objectively determinable
indicators for estimating future costs. The 30% weighting applied to forecasted escalation rates is derived by equally blending the latest three years of forecasted escalation rates to take into account the short-term volatility in such forecasts
relative to the long-term nature of the decommissioning costs estimates being determined.

 We obtain the forecasted escalation rates
annually from IHS Global Insights, a third-party expert in the area of price and cost analysis. Although we have not formally benchmarked the methodology used to calculate the escalation factors with other nuclear operators, we understand that other
large nuclear operators use similar indices.

 Item 8. Financial Statements and Supplementary Data, page 150

Combined Notes to Consolidated Financial Statements, page 178

 12. Asset Retirement Obligations (Exelon, Generation, ComEd and PECO), page 260

 4

 Nuclear Decommissioning Trust Fund Investments, page 262

NRC Minimum Funding Requirements, page 264

5.
 We note that you determine the ARO using multiple scenarios where decommissioning activities are completed under three possible scenarios ranging from 10
to 70 years after the cessation of plant operations. Please tell us your consideration of disclosing:

•

 The degree to which any of the multiple scenario based cost estimates are lower than the Nuclear Regulatory Commission’s minimum formula amount, and
if so, the reasons why such estimates are lower than the NRC formula amount.

•

 The model you use and a sensitivity analysis of changes in assumptions.

 Response:

 As discussed in our response to your comments contained in the Staff’s letter
dated August 25, 2010 (“2010 Comment Letter”) with respect to Exelon’s Form 10-K for the fiscal year ended December 31, 2009, as filed with the Commission on February 5, 2010, the underlying decommissioning liability
considered in the NRC minimum funding calculation is inherently different from the corresponding decommissioning liability reflected in the GAAP ARO.

 The NRC minimum funding and GAAP ARO determinations differ primarily given disparate assumptions regarding (1) the alternative decommissioning approaches to be used and (2) the likelihood of operating the
nuclear units through an anticipated license renewal period; as well as the requirement under ASC 410-20 to escalate and discount the estimated decommissioning costs to a present value in the determination of the GAAP ARO. In response to your 2010
Comment Letter, we included incremental disclosures in Note 12, Asset Retirement Obligations (page 264), in the 2010 Form 10-K to inform the reader of the differences between the NRC minimum funding calculation and the measurement of the GAAP ARO
under ASC 410-20.

 In addition to the factors disclosed in the 2010 Form 10-K, there are also differences between the NRC minimum
funding and GAAP ARO determinations in (1) how decommissioning costs are estimated and (2) the types of decommissioning costs included in the determinations.

 Cost estimation methodology – For each unit, the NRC allows a nuclear licensee the option of determining the required minimum funding amount through either a formulaic rate or a site-specific cost
estimate. The generic NRC formulaic rate is applied as the first method to determine adequate funding assurance. If adequate funding assurance is not demonstrated using the formulaic rate, the regulations allow for a site-specific cost estimate to
be utilized to determine whether Generation is adequately funded under the NRC regulations for that particular unit. The NRC formulaic rate approach is based on generic, non-site specific decommissioning cost studies performed for the NRC in the
early 1980’s with specified static cost estimates (adjusted for inflation) based on the reactor type (PWR or BWR) and power level of the reactor.

 In its most recent minimum funding filing with the NRC, Generation applied the formulaic rate for twelve of its nineteen operating units and derived a site-specific cost estimate for the other seven units. In
contrast, the GAAP ARO is determined for each unit on a site-specific cost estimate basis (and not a generic formulaic rate approach).

The site-specific de

July 25, 2011
 Via E-Mail

Darryl M. Bradford Senior Vice President and General Counsel Exelon Corporation 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379
Re: Exelon Corporation
  Registration Statement on Form S-4
Filed June 27, 2011
  File No. 333-175162
  Form 10-K for Fiscal Year Ended December 31, 2010
  Filed February 10, 2011
Form 8-K  Filed April 27, 2011 File No. 001-16169

Dear Mr. Bradford:
 We have limited our review of your filings to  those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your filings and providing the requested
information.  Where you do not believe our commen ts apply to your facts and circumstances or
do not believe an amendment is appropriate , please tell us why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-4 Registration Statement Filed June 27, 2011

 Unaudited Pro Forma Condensed Combined Consolidated Financial Statements, page 162

 Note 5.  Pro Forma Adjustments to Financial Statements, page 171

 1. Please tell us your basis in GAAP  for recognizing a re gulatory asset offset for the adjustment
to reflect Constellation’s third- party debt at estima ted fair value.  Please include a detailed
discussion of facts and circumstances supporti ng your conclusion including a discussion of
whether and how each regulatory jurisdiction incor porate interest or othe r debt-related costs

Darryl M. Bradford Exelon Corporation July 25, 2011 Page 2

 in base rates.  Please explain whether any of BGE’s regulatory jurisdictions utilize a
hypothetical debt structure a nd what effect you believe it will or should have on your
recording of a regulatory offset relating to  debt.  We may have further comment.
 2. Please tell us your basis in GAAP for recognizing Constellat ion’s regulatory assets and
liabilities, particularly those not earning a return, at carryi ng value as opposed to their
acquisition-date fair value.
 3. We note a number of blank spaces.  Please comp lete the information by filling in the blanks
prior to effectiveness.
 Form 10-K for Fiscal Year Ended December 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 63
 Critical Accounting Policies and Estimates, page 75

 Nuclear Decommissioning Asset Retirement Obligations (Exe lon and Generation), page 76

4. Please tell us the escalation pe rcentages you used to estimate future decommissioning costs
for the past three years and whether you use blen ded escalation factors or  separate escalation
factors for labor, equipment and other material s, energy, LLRW disposal  and other costs.
Please also tell us the indices upon which the es calation factors are based, if indices were
used.  In short, please show us why your  inflation assumptions related to future
decommissioning costs are supportable with hist orical experience and similar assumptions
used by other licensees.
 Item 8.  Financial Statements and Supplementary Data, page 150

 Combined Notes to Consolidated Financial Statements, page 178

 12.  Asset Retirement Obligations (Exel on, Generation, ComEd and PECO), page 260

 Nuclear Decommissioning Trust Fund Investments, page 262

 NRC Minimum Funding Requirements, page 264

 5. We note that you determine the ARO using multiple scenarios where decommissioning
activities are completed under th ree possible scenarios ranging fr om 10 to 70 years after the
cessation of plant operations.  Please tell  us your considerat ion of disclosing:

Darryl M. Bradford Exelon Corporation July 25, 2011 Page 3

  The degree to which any of the multiple scenar io based cost estimates are lower than the
Nuclear Regulatory Commissi on’s minimum formula amount, and if so, the reasons why
such estimates are lower than the NRC formula amount.

 The model you use and a sensitivity anal ysis of changes in assumptions.

Accounting Implications of the Regulatory Agreements with ComEd and PECO, page 265

 6. We note your disclosure that the NDT funds of each of the former ComEd units exceeded the
related decommissioning obligation for each of th e units, and for the purposes of making this
determination, the decommissioning obligati on referred to is the ARO reflected on
Generation’s Consolidated Balance Sheet at December 31, 2010 and is different from the
calculation used in the NRC minimum funding obligation fili ngs based on NRC guidelines.
Please tell us your consideration of disclosing: (i) whether NDT funds for each of the units is
greater than or less than the NRC minimum funding obligation; a nd (ii) if NDT funds for any
of the units is less than the NRC minimu m funding obligation and the reasons for the
difference.
 18.  Commitments and Contingencies (Exelon, ComEd and PECO), page 291

 Environmental Issues, page 300

 Section 316(b) of the Clean Water Act, page 301

 7. We note that you revised the economic useful li fe of Oyster Creek used in determining
depreciation and the asset retirement obligation to  reflect your decision to  retire Oyster Creek
by December 31, 2019 and the execution of the Ad ministrative Consent Order with the New
Jersey Department of Environm ental Protection.  Based on the e xpiration date of the current
operating license, it appears th at the Nuclear Regulatory Comm ission previously approved an
extension of the initial 40-year  operating license for Oyster Creek.  If our assumption is
incorrect please advise in detail.  If our assu mption is correct, please tell us (i) when the
operating license was extended (ii) whether you re vised the useful life of Oyster Creek used
in determining depreciation and the asset reti rement obligation and (iii) when and how you
revised the useful life and the facts and circumstances you considered, including your
consideration of the impact of New Jersey state-level permit programs.  If you did not
anticipate the early retirement of  Oyster Creek, please discuss the events and circumstances
between the date the Nuclear Regulatory Commission approved the extension of the
operating license and/or the date  you revised the useful life of Oyster Creek and the decision
to cease generating operations by December 31, 2019.
 Litigation and Regulatory Matters, page 306

 8. We note your disclosure regarding asbestos personal injury clai ms and the savings plan claim
and regarding various other litigation matters, and in particular your disclosure that the

Darryl M. Bradford Exelon Corporation July 25, 2011 Page 4

 ultimate outcome of such matters  is uncertain and may have a material impact on your results
of operations, cash flows or financial position.  Please tell us your cons ideration of disclosing
an estimate of the reasonably possible loss or range of loss for each matter, or in the
aggregate, or providing a statement that such  estimates cannot be made in accordance with
ASC 450-20-50-4.  In addition, for those ma tters where you are unable to estimate the
possible loss or range of loss, please tell us the procedures you undertake on a quarterly basis
to attempt to develop a range of reasonably possible loss.
 Form 8-K Filed April 27, 2011

 9. We note that you present a full income statement in your reconciliations of adjusted (non-
GAAP) operating earnings to GAAP consolidated statement of operations.  Presenting a full
non-GAAP income statement may attach undue prominence to the non-GAAP information.  As such, please revise your reconciliations in future filings to simply reconcile net income to adjusted (non-GAAP) operating earnings.  Please refer to Question 102.10 of our
Compliance and Disclosure Interpretati ons: Non-GAAP Financial Measures.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow

Darryl M. Bradford Exelon Corporation July 25, 2011 Page 5

 adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Ta Tanisha Meadows, Sta ff Accountant, at (202) 551-3322 or William
Thompson, Accounting Branch Chief, at (202)  551-3344 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Ramin Olson,
Attorney-Advisor, at (202) 551-3331 or me at (202) 551-3720 if you have any other questions.

Sincerely,
        / s /  M a r a  L .  R a n s o m  f o r
James Allegretto Senior Assistant Chief Accountant

October 8, 2010

Duane M. DesParte  Vice President and Corporate Controller  Exelon Corporation 10 South Dearborn Street P.O. Box 805379  Chicago, Illinois 60680-5379
Re: Exelon Corporation  Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 5, 2010 Definitive Proxy Statement on Schedule 14A Filed March 18, 2010 File No. 001-16169
 Dear Mr. DesParte:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

H. Christopher Owings  Assistant Director

CORRESP
1
filename1.htm

Correspondence

 September 8, 2010

VIA EDGAR SUBMISSION

 Securities and
Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3561

 Attention:
Catherine Brown

Re:
Exelon Corporation

Form 10-K for Fiscal Year Ended December 31, 2009

Filed February 5, 2010

Definitive Proxy Statement on Schedule 14A

Filed March 18, 2010

File No. 001-16169

 Ladies and
Gentlemen:

 We are writing in response to the comments contained in the Staff’s comment letter dated August 25, 2010 (the
“Comment Letter”) with respect to Exelon Corporation’s (“Exelon”) Form 10-K, as filed with the Securities and Exchange Commission on February 5, 2010 (the “2009 Form 10-K”), and its Definitive Proxy Statement
on Schedule 14A, as filed with the Commission on March 18, 2010 (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 10-K for the Fiscal Year Ended December 31, 2009

Item 8. Financial Statements and Supplementary Data, page 152

Combined Notes to Consolidated Financial Statements, page 184

Note 2. Regulatory Issues, page 200

Pennsylvania Transition-Related Legislative and Regulatory Matters, page 205

1.
We note a June 9, 2009 order from the PAPUC in which settlement discussions continue through the filing date of your Form 10-K. To the extent this matter has
not been settled, you should provide your readers with a quantified assessment about the adverse financial impacts that may occur if you are no longer able to recover nuclear decommission costs from ratepayers for the seven former PECO units. If
this event is reasonably possible, then a further discussion of whether customer collections via the PAPUC may need to be reinstated as well as the likelihood of that occurring may be helpful to a reader.

Response:

 This matter has been settled.

 As disclosed on page 32 of the March 31, 2010 Form 10-Q, during the course of the investigation into whether PECO Energy Company’s
(“PECO”) nuclear decommissioning cost adjustment clause (“NDCAC”) should continue after December 31, 2010, PECO and the Pennsylvania Offices of Trial Staff, Consumer Advocate, Small Business Advocate and a group of
industrial customers (collectively, the “parties”) reached an agreement, as set forth in a Stipulation and Joint Memorandum dated February 24, 2010 (the “Settlement”). The Settlement entitled PECO to recover

 1

decommissioning costs through the NDCAC beyond December 31, 2010. The Settlement also contained a provision under which PECO agreed that it would not claim recovery under the NDCAC for any
incremental physical decommissioning costs incurred with respect to any former PECO nuclear unit as a result of an extension of a unit’s Nuclear Regulatory Commission (“NRC”) operating license. On March 16, 2010, the
Administrative Law Judge (“ALJ”) issued a Recommended Decision, which concluded that PECO’s NDCAC should remain in effect beyond December 31, 2010, and recommended approval of the Settlement subject to a modification.
Specifically, the ALJ stated that the provision regarding the recovery of incremental physical decommissioning costs is outside the scope of this investigation and is more appropriately considered in the NDCAC filings that are made every 5 years.
Accordingly, the ALJ declined to approve this provision of the Settlement. On April 8, 2010, the parties filed exceptions to the ALJ’s proposed modification of the Settlement.

As disclosed on page 33 of the June 30, 2010 Form 10-Q, on July 15, 2010, the Pennsylvania Public Utility Commission (“PAPUC”)
granted the parties’ exceptions and approved the Settlement in its entirety without the modification recommended by the ALJ. As a result, on page 76 of the June 30, 2010 Form 10-Q, Exelon disclosed that the Settlement will not result in a
material impact to its future results of operations, cash flows or financial position.

 Note 11. Asset Retirement Obligation, page 264

2.
We note your description of the reason for the net decrease in the ARO of $409 and $300 million for 2009 and 2008, respectively, beginning on page 264. We also note
your analysis of the effect of changing some of the critical ARO assumptions beginning on page 70. Please tell us the following with a view toward future filing disclosure:

•

 The likelihood of obtaining a 20 year extension for those nuclear units in which extension has been factored into the analysis;

•

 The effect on the ARO of failure to obtain one or more license renewals;

•

 The extent to which tritium leaks in underground pipes at the Braidwood station are reflected in the decommissioning cost estimate study. If
a separate analysis of such remediation costs was obtained and is reflected elsewhere in the financial statements, please explain to the staff how such amounts are reflected in the financial statements; and

•

 The extent to which the credit-adjusted, risk free rate applicable to discounting cash flows has been adjusted in past revisions of future
cash outflows. If the discount rate has not been adjusted due to the direction of the revision, consider discussing what effect changes in the discount rate would have on the ARO in the event they were required to be revisited.

 On this final point, you may want to consider a narrative that attempts to correlate the relative
growth of the asset and liability due to accretion of the ARO liability versus the assumed growth in the trust assets based on assumed long term return rates. While GAAP requires separate accounting for the ARO and the trust assets, the economic
consequences of failure to have sufficient trust assets to decommission the plants could have major liquidity effect on Generation. Therefore, to the extent you can provide a discussion of the interplay between these two balance sheet accounts,
within the minimum funding requirements of the NRC, it may be helpful to a reader in simulating possible over/under funding scenarios.

 2

 Response:

In response to Staff’s comments, Generation will further enhance its disclosures related to its nuclear decommissioning asset retirement obligations
(“ARO”) and associated nuclear decommissioning trust (“NDT”) fund investments in future Form 10-K filings as further explained below.

Likelihood of license renewals:

 To
date, Generation has successfully secured 20-year operating license renewal extensions for six of its nuclear units, and none of Generation’s applications for an operating license extension has been denied. Generation is in various stages of
the process of pursuing similar extensions on its remaining eleven operating nuclear units. For depreciation purposes, as disclosed in Note 4, Property, Plant and Equipment, of the 2009 Form 10-K (page 214), Generation assumes successful 20-year
renewals for each of its nuclear generating station licenses. Similarly, in its nuclear decommissioning ARO determinations, Generation has assumed the remaining eleven operating nuclear units will receive 20-year license extensions.

Generation’s assumption regarding license extension for depreciation and ARO determination purposes is based in part on the good current physical
condition and high performance operations of these nuclear units; the favorable status of the ongoing license renewal proceedings with the NRC; and the successful renewals for six units to date.

Generation currently discloses in ITEM 1A, Risk Factors, of the 2009 Form 10-K (page 46) that “If the NRC does not renew the operating licenses
for Generation’s nuclear stations or a station cannot be operated through the end of its operating license, Generation’s results of operations could be adversely affected by increased deprecation rates, impairment charges and accelerated
future decommissioning costs, since depreciation rates and decommissioning cost estimates currently include assumptions that license renewal will be received.” In future Form 10-K filings, Generation will disclose in the Critical Accounting
Policies and Estimates section its assumption for ARO determination purposes that it will obtain operating license renewal extensions.

Effect of not receiving license renewals:

As further explained on pages 69-70 of the 2009 Form 10-K, Generation uses a probability-weighted, discounted cash flow model to estimate its nuclear
decommissioning AROs. Generation considers multiple outcome scenarios based upon significant estimates and assumptions for cost estimates and associated escalation rates, unit operating lives (including probability of license renewals), and various
decommissioning approach scenarios. These assumptions have a significant impact on the determination of the ARO values. Generation estimates that the failure to obtain license renewals at the remaining nuclear units (assuming all other assumptions
remain constant) would increase its ARO on average approximately $150 million per unit as of June 30, 2010. The size of the increase to the ARO for a particular nuclear unit is dependent upon the current stage in its original license term and
its specific decommissioning cost estimates. If Generation did not receive license renewal on a particular unit, the increase to the ARO may be mitigated by Generation’s ability to delay ultimate decommissioning activities under a SAFSTOR
method of decommissioning. In future Form 10-K filings, Generation will disclose in the Critical Accounting Policies and Estimates section the estimated average per unit increase in the ARO if it is unable to secure a license renewal.

Impact of tritium leaks:

 At Braidwood,
Generation has 114 on-site groundwater monitoring wells in order to measure tritium levels. As of June 2010, only 20 wells had detectable levels of tritium and all of these were well below the Federal EPA drinking water standards. Remediation at
this site for the tritium releases will occur through natural attenuation (decay, dispersion and dilution); and as such, no reserves are required currently, nor are future costs associated with tritium remediation anticipated to be incurred during
decommissioning as the levels of tritium will be below detectable levels at that time. Generation has previously disclosed the possibility of financial exposures, such as fines associated with the leaks, and that it had reserved adequate amounts
associated with these matters. In its June 30, 2010 Form 10-Q, Generation disclosed the settlement of all pending actions associated with prior

 3

leaks. Under the terms of the settlement, Generation paid approximately $1.2 million in civil penalties and funds for supplemental environmental projects in the communities where the affected
plants were located. This amount had been reserved for in prior periods.

 Impact of credit-adjusted, risk-free rate:

As disclosed on page 264 of the 2009 Form 10-K, in 2008 and 2009, Generation reduced its estimates of overall future cash outflows associated with its
ARO. These overall decreases were primarily the result of declines in assumed escalation rates used in the measurement. This change reflected an overall “net” decrease in the ARO across the fleet. However, certain individual nuclear
units’ ARO estimates have increased in recent rounds of decommissioning cost estimate updates and therefore have been impacted by changes in the credit-adjusted, risk-free rate (“CARFR”). Generation proposes to disclose in future Form
10-K filings the following: (1) the impact of using the current year CARFR versus using the prior year’s CARFR in estimating the ending current year ARO in order to demonstrate the impact of changing CARFRs; and (2) a sensitivity
analysis illustrating how a 25 basis point increase or decrease to the CARFR used in the current year ARO estimate update would have impacted the ARO balance.

Interplay of GAAP ARO and NRC minimum funding requirements:

Although GAAP requires separate accounting for the ARO and the NDT funds, the economic consequences of insufficient trust assets available to decommission
the plants could have a major liquidity impact on Generation (as disclosed on page 48 of the 2009 Form 10-K). Further, on an interim basis, NRC minimum funding requirements could also require Generation to provide financial guarantees through
letters of credit or parent guarantees, or through additional contributions to the trusts, which could be significant. As discussed beginning on page 266 of the 2009 Form 10-K, the NRC requires that licensees of nuclear generating facilities
demonstrate reasonable assurance that funds will be available in specified minimum amounts at the time of decommissioning. The NRC minimum funding calculations, among other items, assume an annual fixed rate of return on NDT assets of 2% (3%
for the former PECO units, as specified by the PAPUC) through the end of the current licensed life of the unit. The NRC methodology calculates the decommissioning liability as Generation’s best estimate of decommissioning costs using current
year dollars. This cost estimate is not the present value of the future obligation; therefore it is neither escalated through the anticipated period of decommissioning, nor discounted using the CARFR. As disclosed on page 267 of the 2009 Form 10-K,
the underlying decommissioning liability utilized in the NRC minimum funding calculation is inherently different from the GAAP ARO, primarily due to the differences in assumptions regarding the decommissioning alternatives able to be used and the
probability of license renewals.

 Generation will provide the following enhanced disclosure in its future Form 10-K filings, as an expansion to
the disclosure included on page 267 of the 2009 Form 10-K, to provide its readers further clarity on the interplay between the NRC minimum funding requirement calculations and the current levels of NDT funds and the ARO:

“The estimated decommissioning obligations as calculated using the NRC methodology differ from the ARO recorded on Generation’s
and Exelon’s Consolidated Balance Sheets primarily due to differences in assumptions regarding the decommissioning alternatives to be used, potential license renewals, decommissioning cost escalation, and the growth rate in the NDT funds. Under
NRC regulations, if the minimum funding requirements calculated under the NRC methodology is less than the future value of the NDT funds, also calculated under the NRC methodology, then the NRC requires either further funding or other financial
guarantees. Key assumptions used in the minimum funding calculation using the NRC methodology at December 31, 20XX include: (1) only one decommissioning scenario; (2) the plants cease operation at the end of their current
license lives (does not include the possibility of license renewal for those units that have not already received renewals); (3) NRC minimum funding assumes current nominal dollar cost estimates that are neither escalated through the
anticipated period of decommissioning, nor discounted using the CARFR; and (4) annual after-tax returns on the NDT funds are assumed to be 2% (3% for the former

 4

PECO units, as specified by the PAPUC). In contrast, Generation’s key assumptions related to calculating the ARO and forecasting the target growth in the NDT funds used by Generation at
December 31, 20XX include: (1) the ARO is determined using multiple scenarios where decommissioning activities are completed under three possible scenarios ranging from 10 to 70 years after the cessation of plant operations;
(2) the plants cease operating at the end of an extended license life (assuming 20-year license renewal extensions); (3) the ARO is the present value of the future obligation and the annual average accretion of the ARO is approximately
6.3% through a period of approximately 30 years after the end of the extended lives of the units; and (4) the estimated targeted a

August 25, 2010

John W. Rowe Chairman and Chief Executive Officer Exelon Corporation 10 South Dearborn Street P.O. Box 805379  Chicago, Illinois 60680-5379
Re: Exelon Corporation  Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 5, 2010 Definitive Proxy Statement on Schedule 14A Filed March 18, 2010 File No. 001-16169
 Dear Mr. Rowe:
 We have reviewed your filings 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 in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your proposed revisions.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for Fiscal Year Ended December 31, 2009

 Item 8. Financial Statements and Supplementary Data, page 152

 Combined Notes to Consolidated Financial Statements, page 184

 Note 2. Regulatory Issues, page 200

 Pennsylvania Transition-Related Legisla tive and Regulatory Matters, page 205

1. We note a June 9, 2009 order from the PAPUC in  which settlement discussions continue
through the filing date of your Form 10-K.  To the extent this matter has not been settled,
you should provide your readers with a quantif ied assessment about the adverse financial

John W. Rowe
Exelon Corporation
August 25, 2010 Page 2

impacts that may occur if you are no longer able to recover nuclear decommission costs from ratepayers for the seven former PECO un its.  If this event is reasonably possible,
then a further discussion of whether customer  collections via the PAPUC may need to be
reinstated as well as the likelihood of that occurring may be helpful to a reader.
 Note 11. Asset Retirement Obligation, page 264

2. We note your description of the reasons fo r the net decrease in  the ARO of $409 and
$300 million for 2009 and 2008, respectively, beginning on page 264.  We also note your analysis of the effect of changing some of the critical ARO assumptions beginning on page 70.  Please tell us the following with a view toward future filing disclosure:

• The likelihood of obtaining a 20 year exte nsion for those nuclear units in which
extension has been factored into the analysis;
• The effect on the ARO of failure to ob tain one or more license renewals;

• The extent to which tritium leaks in unde rground pipes at the Braidwood station are
reflected in the decommissioning cost estimate study.  If a separate analysis of such remediation costs was obtained and is reflect ed elsewhere in the financial statements,
please explain to the staff how such amounts are reflected in the financial statements;
and
• The extent to which the credit-adjusted, risk free rate applicable to discounting cash
flows has been adjusted in past revisions of  future cash outflows.  If the discount rate
has not been adjusted due to the directi on of the revision, consider discussing what
effect changes in the discount rate would have on the ARO in the event they were
required to be revisited.

On this final point, you may want consider a narrative that attempts to correlate the
relative growth of the asset and liability due to accretion of the ARO liability versus the
assumed growth in trust assets based on a ssumed long term return rates.  While GAAP
requires separate accounting for the AR O and the trust assets, the economic
consequences of failure to have sufficient trust assets to decommi ssion the plants could
have major liquidity effect on Generation.  Therefore, to the extent you can provide a
discussion of the interplay between these two balance sheet ac counts, within the
minimum funding requirements of the NRC, it may be helpful to a reader in simulating
possible over/under funding scenarios.

John W. Rowe
Exelon Corporation
August 25, 2010 Page 3

Definitive Proxy Statement on Schedule 14A

 Compensation Committee, page 9

 Compensation Consultant, page 10

3. We note your disclosure under this heading that:

• An office of Towers Perrin in a different city than Mr. Meischeid’s office provides
Exelon with other services, including: actuarial valuation of  pension plans and retiree
welfare plans (and rela ted services); pension plan admi nistration services; health and
welfare plan administration services; employee communications services; and
information technology services;
• The amount of revenues for such other se rvices is reported to the compensation
committee on a quarterly basis; and
• In 2009, the aggregate amount paid to Towe rs Perrin for compensation consultant
services was $120,998, and the amount paid for other services was $4,317,000.
 Please disclose whether the decision to engage Towers Perrin for these other services was
made, or recommended, by mana gement, and whether the compensation committee or the
board approved such other services of Towers  Perrin.  Refer to Item  407(e)(3)(iii)(A) of
Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

John W. Rowe
Exelon Corporation August 25, 2010 Page 4

You may contact Adam Phippen, Staff Accountant, at (202)  551-3336 or Jim Allegretto,
Senior Assistant Chief Accountant, at (202) 551-3849 if you have questions regarding comments
on the financial statements and related matters.  Please contact Catherine Brown, Staff Attorney,
at (202) 551-3513 or me at (202) 551-3720 with any other questions you may have.

Sincerely,

H. Christopher Owings  Assistant Director

CORRESP
1
filename1.htm

Correspondence

 SIDLEY AUSTIN LLP

 ONE SOUTH
DEARBORN

 CHICAGO, IL 60603

 (312) 853 7000

 (312) 853 7036 fax

BEIJING
 BRUSSELS

 CHICAGO

 DALLAS

 FRANKFURT

 GENEVA

 HONG KONG

 LONDON

LOS ANGELES
 NEW YORK

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 SINGAPORE

 SYDNEY

 TOKYO

 WASHINGTON, D.C.

 FOUNDED 1866

 April 16, 2009

 VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Ms. Song P. Brandon, Esq. and

          Mr. Dan Duchovny, Esq.

Re:
NRG Energy, Inc.

Amended Preliminary Proxy Statement on Schedule 14A

Filed by Exelon Corporation

Filed on March 31, 2009

File No. 01-15891

Response Letter dated March 31, 2008

Filed by Exelon Corporation

DFAN 14A Filed on March 12, 2009

Filed by Exelon Corporation

 Ladies and Gentlemen:

 On behalf of Exelon Corporation (“Exelon”), we transmit herewith Amendment No. 2 (“Amendment No. 2”) to the
Preliminary Proxy Statement on Schedule 14A of Exelon with respect to the 2009 annual meeting of NRG Energy, Inc. (“NRG”) stockholders filed with the U.S. Securities and Exchange Commission (the “Commission”) on
March 17, 2009, as amended by Amendment No. 1, dated March 31, 2009 (the “Preliminary Proxy Statement”). In this letter, we respond to the comments of the staff (the “Staff”) of the Commission
contained in your letter dated April 13, 2009 (the “Letter”) with respect to the Preliminary Proxy Statement and Exelon’s soliciting materials filed with the Commission on March 12, 2009 pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934, as amended. For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with your comments presented in italics. We also are forwarding copies of this letter via
overnight courier, together with copies of Amendment No. 2 showing the revisions made since Amendment No. 1 was filed with the Commission on March 31, 2009.

 Ms. Song P. Brandon, Esq.

 Mr. Dan Duchovny, Esq.

 April 16, 2009

 Page 2

 PRRN14A filed March 31, 2009

1.
We note that NRG has filed its preliminary proxy statement for its upcoming annual meeting. In that regard, we note that the NRG proxy statement contains other proposals not
included in your proxy statement and form of proxy. Please include prominent disclosure that your shareholders will be disenfranchised as to the proposals set forth in NRG’s proxy statement, but not in yours, and that they will not be able to
vote on those proposals unless they use NRG’s proxy card. In the alternative, revise your proxy statement and form of proxy to include the NRG proposals not currently described in your proxy materials.

 Response:

Exelon has revised the Preliminary Proxy Statement and form of proxy contained therein to include all of the proposals contained in NRG’s preliminary proxy statement on
Schedule 14A filed with the SEC on April 2, 2009. We refer the Staff to Amendment No. 2 in this regard, a copy of which is enclosed herewith.

 DFAN 14A Filed on March 12, 2009

2.
We note your response to comment 4 and your supplemental response that the statement in question referred to the open letter dated March 2, 2009. However, we believe that
the statement identified from the transcript of the investor conference relating to NRG held on March 10, 2009 mischaracterizes the contents of the NRG March 2, 2009 letter. Please confirm that you will refrain from making similar
statements in future filings.

 Response:

Exelon notes, and respectfully disagrees with, the Staff’s position that the referenced statement mischaracterized the contents of the NRG March 2, 2009 letter. However,
to avoid any unintended implication, we submit on behalf of Exelon that Exelon will refrain from making similar statements with respect to the NRG March 2, 2009 letter in future filings.

3.
We note your response to comment 5 and the supplemental materials you have provided. In Exhibit A-2 you reference certain statements attributed to two analysts. Please provide us
with documentation supporting the statements made by them.

 Response:

Exelon notes the Staff’s comment and refers the Staff to the letter of even date herewith addressed to the Commission from Sidley Austin LLP on behalf of Exelon and transmitted
under separate cover (the “Supplemental Letter”). The Supplemental Letter includes support for the analyst statements referenced in the Staff’s comment. As noted in the Supplemental Letter, Exelon requests that the contents of
the Supplemental Letter be afforded confidential treatment pursuant to Rule 83.

 Ms. Song P. Brandon, Esq.

 Mr. Dan Duchovny, Esq.

 April 16, 2009

 Page 3

 If you have any questions regarding the foregoing or Amendment No. 2 please contact the undersigned at (312) 853-7783.

Very truly yours,

/s/ Scott R. Williams

Scott R. Williams

 Enclosure

cc:
Bruce G. Wilson, Exelon Corporation

CORRESP
1
filename1.htm

Correspondence

 SIDLEY AUSTIN LLP

 ONE SOUTH
DEARBORN

 CHICAGO, IL 60603

 (312) 853 7000

 (312) 853 7036 FAX

 BEIJING

 BRUSSELS

 CHICAGO

 DALLAS

 FRANKFURT

 GENEVA

 HONG
KONG

 LONDON

 LOS ANGELES

 NEW YORK

 SAN FRANCISCO

 SHANGHAI

 SINGAPORE

 SYDNEY

 TOKYO

 WASHINGTON, D.C.

FOUNDED 1866

 March 31, 2009

 VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attention:

Ms. Song P. Brandon, Esq. and

Mr. Dan Duchovny, Esq.

Re:

NRG Energy, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed on March 17, 2009 by Exelon Corporation

File No. 01-15891

DFAN 14A Filed on March 12, 2009

Filed by Exelon Corporation

 Ladies and Gentlemen:

 On behalf of Exelon Corporation (“Exelon”), we transmit herewith Amendment No. 1 (the “Amended Preliminary Proxy Statement”) to the Preliminary Proxy Statement on Schedule 14A of Exelon with respect to
the 2009 annual meeting of NRG Energy, Inc. (“NRG”) stockholders filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 17, 2009 (the “Preliminary Proxy Statement”).
In this letter, we respond to the comments of the staff (the “Staff”) of the Commission contained in your letter dated March 26, 2009 (the “Letter”) with respect to the Preliminary Proxy Statement and
Exelon’s soliciting materials filed with the Commission on March 12, 2009 pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. For ease of reference, the numbered paragraphs below correspond to the numbered
comments in the Letter, with your comments presented in italics. We also are forwarding copies of this letter via overnight courier, together with copies of the Amended Preliminary Proxy Statement showing the revisions made in response to the
Staff’s comments.

 PREN14A filed March 17, 2009

 General

1.
Please confirm that you will post your proxy materials on a specified, publicly-accessible Internet Web site (other than the Commission’s EDGAR Web site) and provide record
holders with a notice informing them that the materials are available and explaining how to access those materials. Refer to Release 34-56135 available at http://www.sec.gov/rules/final/2007/34-56135.pdf.

 U.S. Securities and Exchange Commission

 March 31, 2009

  Pages
 2

 Response:

 We believe Exelon has complied with all the requirements of Rule 14a-16(n)(2) and Release 34-56135 for companies electing to use the full set delivery option. Exelon will post the definitive proxy statement on a
publicly accessible Internet website and has included on page 34 of the Preliminary Proxy Statement the required notice informing holders that the materials will be available and explaining how to access such materials. Rule 14a-16 does not require
a soliciting person to send a separate notice to record holders if the soliciting person incorporates all of the information required pursuant to Rule 14a-16(n) in its proxy statement. Therefore, we do not believe that the rules require Exelon to
send a separate notice to the holders of record of NRG voting stock as the Staff requested.

 Reasons to Vote for the Exelon Proposals, page 6

2.
Please expand your disclosure here and elsewhere to state that there is no assurance that NRG’s nominees will serve if elected with any of the Exelon nominees.

 Response:

 Exelon has revised the disclosure in the Amended Preliminary Proxy Statement in response to the Staff’s request.

 Other Information,
page 33

3.
We note your disclosure indicating that the proxies may be solicited by “mail, facsimile, courier services, telephone, telegraph, the Internet, e-mail, newspaper,
advertisements and other publications of general distribution and in person.” Please note that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone or in person, must be filed under the
cover of Schedule 14A. Refer to Rule 14a-6(b) and (c). Please confirm your understanding. Also, tell us whether you intend to solicit proxies through the use of any chat room.

 Response:

 On behalf of Exelon, we
acknowledge the Staff’s comment and confirm that Exelon will file under the cover of Schedule 14A any written soliciting materials required to be filed pursuant to Rule 14a-6(b). Exelon currently does not intend to solicit proxies through the
use of any Internet chat room.

 U.S. Securities and Exchange Commission

 March 31, 2009

  Pages
 3

 DFAN 14A Filed on March 12, 2009

4.
We note your statement from the transcript of the investor conference relating to NRG held on March 10, 2009. We note in particular the following language: “Today, they
put out something that I haven’t fully read that suggests that somehow we’re going to raise our offer before the Annual Meeting.” It appears you are referring to the March 12, 2009 open letter issued to NRG stockholders by NRG.
Based on our review of the letter, it appears your statement mischaracterizes the contents of the NRG March 12, 2009 open letter. Please confirm that you will refrain from making similar statements in future filings.

 Response:

 The statement on March 10 was not referring to the NRG letter to its stockholders dated March 12, 2009. The statement was referring to the open letter dated March 2, 2009 issued by NRG to certain business partners and
associates of NRG (the “NRG Letter”). In the NRG Letter, NRG stated that the NRG Board believed the value of Exelon’s offer was inadequate and questioned the level of support that Exelon would obtain in the proxy contest. On
behalf of Exelon, we submit that Exelon’s statement was not a mischaracterization of the contents of the NRG Letter.

5.
We also note the following statement from the transcript: “Since we made that offer, it has become even better for NRG shareholders than it was when we made it—both
because of changing gas prices, because of changing stock market conditions, and because of the potential carbon legislation.” Please provide us with support to substantiate your claims.

 Response:

 With respect to stock
market conditions, on behalf of Exelon, we inform the Staff that assuming that the stock price of NRG common stock on the New York Stock Exchange (the “NYSE”) would have, in the absence of the Exelon exchange offer, maintained its
historic relationship (95% correlation over the 12 months preceding October 17, 2008) to movement in the IPP index (an index of the stocks of Calpine Corporation, Dynegy Inc. Mirant Corporation and Reliant Energy, Inc.), NRG’s stock price
would have declined approximately 54% since October 17, 2008 to approximately $9 at March 9, 2009, compared with its actual closing price of $17.40 on that date. During the same period, the price of Exelon common stock on the NYSE
decreased only 20% to $43.84. On that basis, at March 9, 2009, Exelon’s exchange offer would represent a premium of over 136.25% for NRG stockholders, which is significantly larger than the 37% premium the exchange offer represents to the
closing price of NRG common stock on the NYSE on October 17, 2008 based on the closing price of Exelon common stock on the NYSE on that date. Attached for the Staff’s reference are documents showing the movement of the price of NRG common
stock relative to the IPP index. With respect to the impact of changing gas prices and the potential carbon legislation, Exelon notes the Staff’s comment and refers the Staff to the letter of even date herewith addressed to the Commission from
Sidley Austin LLP on behalf of Exelon

 U.S. Securities and Exchange Commission

 March 31, 2009

  Pages
 4

and transmitted under separate cover (the “Supplemental Letter”). The Supplemental Letter includes support for Exelon’s statement with
respect to the impact of changing gas prices and the potential carbon legislation. As noted in the Supplemental Letter, Exelon requests that the contents of the Supplemental Letter be afforded confidential treatment pursuant to Rule 83.

6.
We also note the following statement: “Play-to-play” is a wonderful phrase in Illinois. It seems to be how you get to be a Senator, or so they say. It is not how we
intend to acquire NRG. So that’s about as clear I can be on that.” In future filings, please explain what “Play-to-play” means. Additionally, in future filings, explain what your statement means. Are you addressing the board of
NRG’s motives in rejecting your offer? In that regard, it appears your statement may implicate Rule 14a-9, which covers false or misleading statements, and in particular, material which directly or indirectly makes charges concerning improper,
illegal or immoral conduct without factual foundation. Please refrain from making similar statements in future filings.

 Response:

 On behalf of Exelon, we submit that Exelon’s
statement does not implicate Rule 14a-9. Exelon’s statement was not referring to the motives of the NRG Board of Directors. Instead, the statement was a response to NRG’s position (mentioned in the transcript immediately before the quoted
passage in question) that before NRG would enter into negotiations with Exelon or allow Exelon to conduct due diligence, Exelon would need to
increase the exchange ratio in the exchange offer.1 In other words, Exelon would need to pay (i.e., increase its offer) to play (i.e., conduct due
diligence and/or negotiate with NRG). Exelon’s statement was simply a reaffirmation of what it had previously stated—namely, that “Exelon would not increase its offer without an opportunity to conduct due diligence designed to verify
assumed values and identify additional value.” (Exelon’s Current Report on Form 8-K dated January 19, 2009)

 Closing Comments

 In connection with responding 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 disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 1

 NRG has stated this position in several filings, including its letter to its staff dated January 20, 2009 and filed
with the Commission under Rule 425 on January 20, 2009. In that letter, Mr. David Crane, Chairman and Chief Executive Officer of NRG, stated that “I met with Exelon yesterday at their request to discuss their unsolicited bid for NRG.
In the meeting, Exelon wanted to discuss the possibility of conducting due diligence and negotiating a transaction. In response, we indicated that the price remained too low and that the risks and issues with the proposed transaction remain
substantial.”

 U.S. Securities and Exchange Commission

 March 31, 2009

  Pages
 5

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Response:

 Exelon notes the Staff’s comment and refers the Staff to the signed statement enclosed herewith from Exelon.

 If you have any questions regarding the foregoing or the Amended Preliminary Proxy Statement, please contact the undersigned at (312) 853-7783.

Very truly yours,

 /s/ Scott R. Williams

Scott R. Williams

Enclosure

cc:

Bruce G. Wilson, Exelon Corporation

 Attachments

EXC
Close
Price

EXC
index

EXC
Perf

NRG
Close
Price

NRG
index

CPN
Close
Price

Market
Cap

RRI
Close
Price

Market
Cap

DYN
Close
Price

Market
Cap

MIR
Close
Price

Market
Cap

IPP Index
as of
10/18/07

Holidays

Correlation

10/18/2007

77.00

100.0
%

0
%

46.90

100.0
%

$
0.0

$
0

$
26.0

$
9,081

$
9.0

$
4,541

$
43.1

$
6,742

100.0
%

39408

10/19/2007

75.14

97.6
%

(2
%)

46.00

98.1
%

$
0.0

$
0

$
25.0

$
8,752

$
8.5

$
4,270

$
42.2

$
6,601

96.36
%

39441

100.0
%

10/22/2007

75.78

98.4
%

(2
%)

45.12

96.2
%

$
0.0

$
0

$
25.1

$
8,784

$
8.6

$
4,325

$
41.9

$
6,553

96.55
%

39448

84.6
%

10/23/2007

76.20

99.0
%

(1
%)

44.84

95.6
%

$
0.0

$
0

$
25.3

$
8,833

$
8.5

$
4,280

$
42.0

$
6,568

96.64
%

39468

81.0
%

10/24/2007

76.44

99.3
%

(1
%)

44.85

95.6
%

$
0.0

$
0

$
25.2

$
8,815

$
8.5

$
4,260

$
41.3

$
6,466

95.96
%

39496

84.1
%

10/25/2007

78.23

101.6
%

2
%

44.72

95.4
%

$
0.0

$
0

$
26.2

$
9,161

$
8.7

$
4,380

$
41.2

$
6,451

98.17
%

39528

63.3
%

10/26/2007

80.22

104.2
%

4
%

44.80

95.5
%

$
0.0

$
0

$
27.0

$
9,459

$
8.8

$
4,400

$
41.3

$
6,471

99.83
%

39594

34.3
%

10/29/2007

80.87

105.0
%

5
%

45.44

96.9
%

$
0.0

$
0

$
27.5

$
9,620

$
8.9

$
4,476

$
41.7

$
6,521

101.24
%

39633

30.2
%

10/30/2007

80.96

105.1
%

5
%

45.66

97.4
%

$
0.0

$
0

$
27.4

$
9,581

$
8.8

$
4,446

$
42.2

$
6,600

101.29
%

39692

33.4
%

10/31/2007

82.78

107.5
%

8
%

45.66

97.4
%

$
0.0

$
0

$
27.5

$
9,627

$
9.2

$
4,632

$
42.4

$
6,632

102.59
%

39779

35.0
%

11/1/2007

81.18

105.4
%

5
%

44.50

94.9
%

$
0.0

$
0

$
26.8

$
9,385

$
8.9

$
4,466

$
41.8

$
6,551

100.19
%

39807

25.3
%

11/2/2007

81.77

106.2
%

6
%

45.42

96.8
%

$
0.0

$
0

$
27.2

$
9,529

$
8.9

$
4,481

$
42.6

$
6,675

101.57
%

39814

25.4
%

11/5/2007

83.92

109.0
%

9
%

45.40

96.8
%

$
0.0

$
0

$
27.4

$
9,592

$
9.0

$
4,506

$
43.0

$
6,733

102.29
%

39832

24.9
%

11/6/2007

83.88

108.9
%

9
%

45.68

97.4
%

$
0.0

$
0

$
27.5

$
9,620

$
9.3

$
4,652

$
43.0

$
6,729

103.13
%

39860

28.4
%

11/7/2007

81.66

106.1
%

6
%

44.21

94.3
%

$
0.0

$
0

$
26.1

$
9,140

$
8.8

$
4,426

$
42.3

$
6,623

99.14
%

28.1
%

11/8/2007

83.36

108.3
%

8
%

43.84

93.5
%

$
0.0

$
0

$
25.7

$
8,994

$
8.5

$
4,265

$
42.4

$
6,639

97.70
%

34.0
%

11/9/2007

82.36

107.0
%

7
%

41.74

89.0
%

$
0.0

$
0

$
25.3

$
8,833

$
8.3

$
4,174

$
37.5

$
5,873

92.71
%

62.1
%

11/12/2007

79.15

102.8
%

3
%

40.52

86.4
%

$
0.0

$
0

$
25.7

$
8,980

$
8.2

$
4,134

$
37.0

$
5,793

92.84
%

72.1
%

11/13/2007

79.23

102.9
%

3
%

40.95

87.3
%

$
0.0

$
0

$
25.5

$
8,927

$
8.2

$
4,124

$
37.2

$
5,831

92.72
%

77.6
%

11/14/2007

79.41

103.1
%

3
%

40.71

86.8
%

$
0.0

$
0

$
25.6

$
8,945

$
8.4

$
4,209

$
37.8

$
5,923

93.68
%

79.8
%

11/15/2007

79.28

103.0
%

3
%

40.16

85.6
%

$
0.0

$
0

$
25.7

$
8,973

$
8.2

$
4,099

$
37.8

$
5,914

93.23
%

81.7
%

11/16/2007

79.80

103.6
%

4
%

39.62

84.5
%

$
0.0

$
0

$
25.8

$
9,022

$
8.2

$
4,114

$
37.5

$
5,875

93.35
%

82.7
%

11/19/2007

79.82

103.7
%

4
%

39.52

84.3
%

$
0.0

$
0

$
25.7

$
8,994

$
7.9

$
3,968

$
36.9

$
5,779

92.03
%

84.7
%

11/20/2007

81.16

105.4
%

5
%

39.55

84.3
%

$
0.0

$
0

$
25.4

$
8,868

$
7.7

$
3,862

$
36.8

$
5,760

90.80
%

86.6
%

11/21/2007

80.30

104.3
%

4
%

39.19

83.6
%

$
0.0

$
0

$
24.5

$
8,584

$
7.4

$
3,737

$
36.6

$
5,726

88.62
%

88.3
%

11/23/2007

80.64

104.7
%

5
%

39.14

83.5
%

$
0.0

$
0

$
24.7

$
8,626

$
7.4

$
3,701

$
37.0

$
5,795

88.99
%

89.5
%

11/26/2007

80.12

104.1
%

4
%

39.78

84.8
%

$
0.0

$
0

$
25.6

$
8,959

$
7.3

$
3,671

$
36.8

$
5,765

90.33
%

90.2
%

11/27/2007

81.05

105.3
%

5
%

39.90

85.1
%

$
0.0

$
0

$
25.2

$
8,819

$
7.4

$
3,696

$
36.4

$
5,702

89.46
%

90.7
%

11/28/2007

82.30

106.9
%

7
%

41.78

89.1
%

$
0.0

$
0

$
25.5

$
8,903

$
7.7

$
3,877

$
37.9

$
5,936

91.90
%

90.4
%

11/29/2007

81.78

106.2
%

6
%

42.23

90.0
%

$
0.0

$
0

$
26.3

$
9,214

$
7.6

$
3,822

$
38.6

$
6,036

93.65
%

90.4
%

11/30/2007

81.07

105.3
%

5
%

42.39

90.4
%

$
0.0

$
0

$
26.0

$
9,109

$
7.6

$
3,827

$
38.6

$
6,042

93.19
%

90.2
%

12/3/2007

82.43

107.1
%

7
%

42.22

90.0
%

$
0.0

$
0

$
26.6

$
9,315

$
7.9

$
3,993

$
38.5

$
6,028

94.95
%

90.2
%

12/4/2007

84.08

109.2
%

9
%

41.57

88.6
%

$
0.0

$
0

$
27.6

$
9,655

$
8.0

$
4,003

$
38.7

$
6,052

96.78
%

89.4
%

12/5/2007

86.13

111.9
%

12
%

42.52

90.7
%

$
0.0

$
0

$
27.7

$
9,672

$
8.2

$
4

Mail Stop 3561                  July 28, 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 completed our review of your Form 10-K for the fiscal year ended
December 31, 2007 and have no furt her comments at this time.

Sincerely,

H. Christopher Owings Assistant Director

CORRESP
1
filename1.htm

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

 2

 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.

 3

 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

 4

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

Mail Stop 3561                  June 6, 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 response letter  dated May 23, 2008 and have the following
comments.  You should comply with the 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.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be  as detailed as necessary in your explanation.  After 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 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 reviewed your response to comment two in our letter dated May 12, 2008.  Please tell
us the authoritative li terature you considered in concl uding that Generation’s settlement

John W. Rowe
Exelon Corporation June 6, 2008
Page 2
payments should be recognized in income as paid rather than ratably over the period the
benefits are received.
 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 defi ning whether a dividend is
excessive as the Act does not stipulate a ny quantitative limits on the payment of
dividends or the funds properly included in th e capital account.  We have read the cases
you cited regarding the FERC’s in terpretation of the scope of Section 305(a) of the Act.
However, it appears that that facts and circum stances in the cited cases that necessitated
dividend payments were caused by unusual weat her patterns and the attendant financing
and regulatory adjustments made to accommodate such abnormal events.  In addition, although you disclose that the Federal Powe r Act does not limit the ability of your
subsidiaries to pay dividends sufficient to m eet your actual cash requirements, we are not
convinced from the information provided in you r 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 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 Ac t 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 analys is 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 pot entially violating the
provisions of the Federal Power Act and/or ot her agreements or without the consent of a
third party.  If you cannot make such a re presentation, we believe the information
required by Schedule I of Rule 5-04 of Regulatio n S-X would be useful to an analysis of
the consolidated financial statements.

*****

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 June 6, 2008 Page 3
 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

CORRESP
1
filename1.htm

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

 2

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.

 3

 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.).

 4

 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

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

Mail Stop 3561
  December 5, 2007

By U.S. Mail and facsim ile to (312) 394-5918
 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 completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3238.          S i n c e r e l y ,            Ellie Quarles         S p e c i a l  C o u n s e l   cc: Scott N. Peters (via facsimile)

CORRESP
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filename1.htm

Correspondence Letter

 October 12, 2007

 VIA
EDGAR SUBMISSION

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-3561

 Attention: Ellie
Quarles, Mail Stop 3561

Re:
Exelon Corporation

 Definitive 14A

 Filed March 30, 2007

 File No. 1-16169

 Ladies and Gentlemen:

 We are writing in response to the comments contained in the Staff’s comment letter dated August 21, 2007 (the “Comment Letter”) with respect to Exelon Corporation’s (“Exelon”) Definitive 14A, as filed with
the Securities and Exchange Commission on March 30, 2007 (the “proxy statement”).

 For 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.

 * * * *

 Comment:

 Compensation Committee, page 13

1.
Please provide a description of the nature and scope of the compensation consultant’s assignment and the material elements of the instructions or direction 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.

 Response:

 The compensation committee engages a consultant annually. The scope of the duties of Towers Perrin, the compensation
committee’s consultant, is set forth in the scope of work document agreed to between Towers Perrin and the compensation committee. The scope of work document provides that the consultant is to support the committee in executing its duties and
responsibilities with respect to Exelon’s executive compensation programs, including researching, and providing information regarding, market trends and competitive compensation programs and strategies. The consultant attends the
committee’s meetings, as requested. The consultant prepares market data for each senior executive position, including confirming

the company’s compensation strategy and reviewing and confirming the peer group used to prepare the market data. The consultant also provides the
committee with an independent assessment of management recommendations for changes in the compensation structure. The consultant provides market data related to a variety of executive programs as needed, periodic, ad hoc support to the human
resources function on executive compensation matters in support of the consultant’s role in supporting the compensation committee and on its behalf and consistent with the committee’s requirements, and periodic, ad hoc support to the chair
of the committee as needed, including discussing developing executive compensation and related corporate governance trends.

 In future proxy statements,
Exelon will expand the disclosure of the consultant’s role to discuss its nature and scope as well as the material elements of the instructions or directions given to the consultant with respect to the performance of their duties under the
engagement.

 Comment:

 Compensation Committee,
page 13

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 any other compensation consultant who influenced your executive compensation and the amount of input the chief executive officer had in developing compensation packages.

 Response:

 Executive officers are
involved in the evaluation of performance and the development of initial recommendations with respect to compensation adjustments; however, the compensation committee (and the full board of directors, with respect to the compensation of the chief
executive officer and the executive vice presidents) makes the final determinations with respect to compensation programs and adjustments. The chief executive officer participates in discussions of these matters (other than his own compensation)
with the committee and the board, but the committee and the board make the final decisions. The chief executive officer cannot call meetings of the compensation committee.

 Executive officers take an active role in evaluating the performance of the executives who report to them, directly or indirectly, and in recommending the amount of compensation their subordinate executives receive.
The compensation function in the human resources group provides the executive officers with market data for each position, derived from the data provided by the consultant to the compensation committee, together with actual compensation data for
each executive. The executive officer reviews such data in conjunction with the annual performance review of the executive to formulate a recommendation for the subordinate executives. These recommendations generally relate to base salary and
whether to apply an individual performance multiplier to the subordinate executive’s annual incentive payout, and if so, the amount of the multiplier. Executive officers generally do not make recommendations with respect to annual and long-term
incentive target percentages, which are within ranges for each level of officer (vice president, senior vice president, and executive vice president) determined by the committee. The chief executive officer reviews all of the recommendations

 2

of the executive officers before they are presented to the compensation committee. Under Exelon’s corporate governance principles, the chief executive
officer is considered an invited guest and attends the meetings of committees, including the compensation committee, except when the compensation committee meets in executive session to discuss, for example, the chief executive officer’s own
compensation. The compensation committee takes the recommendations of the executive officers into account when it determines executive compensation or, in the case of the executive vice presidents, it makes recommendations to the full board of
directors regarding the compensation of such executive officers. The compensation committee determines the amount of the payout of annual and long-term incentives based on the extent to which the criteria for payouts are met and, in the case of
annual incentive compensation awards, taking into account any individual performance multipliers that the compensation committee may determine. The human resources function provide the compensation committee and the board of directors with data
showing the history of the chief executive officer’s compensation and data that analyzes the cost of a range of several alternatives for changes to the chief executive officer’s compensation, but neither the executive officers nor the
chief executive officer makes any recommendation to the compensation committee or the board of directors with respect to the compensation of the chief executive officer.

 The chief executive officer does not have a systematic role in the work of the consultant. In addition to the compensation committee’s consultant, the human resources function from time to time engages the
services of another consultant (from a different firm) in connection with special projects relating to executive compensation. The compensation committee occasionally requests the views of a consultant retained by the human resources function in
order to obtain another view on an emerging issue.

 As disclosed on page 14 of the proxy statement in the paragraph concerning the role of the corporate
governance committee, the corporate governance committee utilizes an independent compensation consultant to assist it in evaluating directors’ compensation, and for this purpose it periodically asks that the compensation committee’s
consultant prepare a study of the compensation of the company’s directors relative to the directors of the same peer group used for executive compensation. This study is used as the basis for the corporate governance committee’s
recommendations to the full board of directors with respect to director compensation.

 In future proxy statements, Exelon will expand the disclosure of the
role of executive officers in recommending the amount and form of executive and director compensation.

 Comment:

 Compensation of Non-Employee 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 Instruction to Item 402(k)(2)(iii) of Regulation
S-K.

 Response:

 The values shown in
the table on page 18 for the deferred stock unit awards made in 2006 to non-employee directors are the grant date fair values. In future proxy statements, we will clarify that the values are the grant date fair values under FAS 123-R in a footnote
to the table.

 Comment:

 3

 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 analysis should be sufficiently precise to identify
material differences in compensation policies for individual named executive officers. Mr. Rowe’s salary, non-equity incentive compensation and equity awards were significantly higher than amounts given to other named executive officers.
Please supplement the disclosure to explain the reason for the differences in the amounts of compensation awarded to the named executive officers.

 Response:

 There are no material differences in compensation policies for individual executive officers. The
compensation committee carefully considers the roles and responsibilities of each of the named executive officers relative to the peer group, as well as the individual’s performance and contribution in establishing the compensation opportunity
for each named executive officer. The differences in the amounts of compensation awarded to the named executive officers reflect primarily two factors, the differences in the compensation paid to officers in comparable positions in the peer group
and differences in the individual responsibility and experience of the Exelon officers. As disclosed at page 33 of the proxy statement, Mr. Rowe’s target compensation was based on the same factors as the other named executive officers, but
his compensation reflected a greater degree of policy and decision-making authority and a higher level of responsibility with respect to strategic direction and financial and operating results of Exelon. His target compensation was assessed relative
to other CEOs in the peer group and reflects Exelon’s strong performance relative to the peer group.

 Comment:

 Compensation Discussion and Analysis, page 26

5.
Throughout this section, you indicate that you consider a named executive officer’s individual performance in setting compensation. Please discuss how you structure and
implement specific forms of compensation to reflect the named executive officer’s individual performance or contribution that you have taken into consideration. See Item 402(b)(2)(vii) of Regulation S-K.

 Response:

 Individual performance is factored into the setting of
compensation in three ways.

•

 First, base salary adjustments are based on an assessment of the individual’s performance in the preceding year as well as a comparison with market data for
comparable positions in the peer group, as discussed above in the response to Comment 2 regarding the role of executive officers in recommending the amount of compensation.

•

 Second, annual incentive targets are based on the individual’s role in the enterprise — the most senior officers with responsibilities that span specific
business units or functions have a target

 4

based on earnings per share for the company as a whole (Rowe, Skolds, Mehrberg, and Young), while individuals with specific functional or business unit
responsibilities (Clark) have targets based on the performance of that functional or business unit.

•

 Third, consideration is given as to whether an individual performance multiplier would be appropriately applied to the individual’s annual incentive plan
award, based on the individual’s performance. The individual performance multiplier can result in a decision not to make an award or to decrease the award by up to 50% or increase the award by up to 10%.

 Exelon will, as appropriate, add discussion of the role of individual performance in its future compensation discussion and analysis.

 Comment:

 Annual Incentives, page 28

6.
You have not disclosed the financial measures and key performance indicators for the annual incentive plan for 2007 or the total 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 Interpretations available on out website at www.sec.gov. If disclosure of the performance-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.

 Response:

 Exelon disclosed the financial measures and key performance indicators for the 2006 annual incentive plan at pages 28-29 and
pages 34-35 of the proxy statement, and the total shareholder return goals for awards of performance shares under the 2006 performance share award program at pages 30 and 36 of the proxy statement. Exelon did not disclose the 2007 financial measures
and key performance indicators for the annual incentive plan or the total shareholder return goals for awards of performance share units for 2007 because it does not believe such information to be required under the guidance set forth in Instruction
2 to Item 402(b).

 The first sentence of Instruction 2 to Item 402(b) established the general rule that the compensation discussion and analysis
is to address historical compensation information (i.e., the “information contained in the tables and otherwise disclosed pursuant to” Item 402). The second sentence of this Instruction introduces the possibility that some events that
occur after the end of the fiscal year might nevertheless be subject to disclosure in compensation discussion and analysis. The third sentence of the Instruction clarifies that the post-fiscal year events that must be included in compensation
discussion and analysis are those that “could affect a fair understanding of the named executive’s compensation for the last fiscal year.” Exelon considered the guidance in this third sentence, but did not view the current 2007-year
information, which was constructed in a manner similar to the prior year, to affect the understanding of the prior year information. As such, Exelon does not believe that disclosure of 2007 performance targets was necessary to place its disclosure
in context because this information is not material to an understanding of 2006 compensation. Exelon was also concerned that disclosure of the

 5

2007 information would be confusing to readers seeking to understand the data presented in the tables, which concerns only 2006. Accordingly, Exelon did not
include disclosure of 2007 goals.

 Comment:

 Long-Term Incentives, page 29

7.
Please discuss how the compensation committee determines the amount of long-term equity incentives to allocate to each of the named executive officers. Refer to
Item 401(b)(1)(v) of Regulation S-K.

 Response:

 The compensation committee determined in 2006 that the mix of long-term compensation should be changed to 35% stock options and 65% performance shares, as disclosed on page 29 of the proxy statement. The compensation
committee re

CORRESP
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Correspondence Letter

 September 20, 2007

 VIA EDGAR
SUBMISSION AND FACSIMILE

 202-772-9204

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549-3561

 Attention: Ellie Quarles, Mail Stop 3561

 Re:

Exelon Corporation

Definitive 14A

Filed March 30, 2007

File No. 1-16169

 Dear Ms. Quarles:

 I am writing concerning the Staff’s comment letter dated August 21, 2007 (the “Comment Letter”) with respect to Exelon Corporation’s (“Exelon”) Definitive 14A, as filed with the Securities and Exchange
Commission on March 30, 2007.

 As we discussed, Exelon needs additional time to complete its response to the Comment Letter and to review the response
with its Compensation Committee. Accordingly, Exelon will be providing its response to the Comment Letter on or before October 12, 2007.

 If you have
any questions regarding the foregoing, please contact me at (312) 394-7252.

 Very truly yours,

 /s/ Scott N. Peters

Scott N. Peters

 Assistant Secretary and SEC Counsel

 Exelon Corporation

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

     May 17, 2007

Mr. Matthew F. Hilzinger
Senior Vice President and Corporate Controller
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, IL 60680-5379

 Re: Exelon Corporation, File No. 1-16169
  Exelon Generation Company, LLC, File No. 333-85496
  Commonwealth Edison Company, File No. 1-1839
  PECO Energy Company, File No. 0-16844
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 13, 2007

Dear Mr. Hilzinger:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

       S i n c e r e l y ,

       J i m  A l l e g r e t t o
       Senior Assistant Chief Accountant

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corresp

April 23, 2007

VIA EDGAR SUBMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Jim Allegretto

    Re:

    Exelon Corporation, File No. 1-16169

Exelon Generation Company LLC, File No. 333-85496

Commonwealth Edison Company, File No. 1-1839

PECO Energy Company, File No. 0-16844

Form 10-K for Fiscal Year Ended December 31, 2006

Filed February 13, 2007

Ladies and Gentlemen:

We are writing in response to the comments contained in the Staff’s comment letter dated
March 29, 2007 (the “Comment Letter”) with respect to Exelon Corporation’s (“Exelon”)
combined Form 10-K for fiscal year ended December 31, 2006, as filed with the Securities
and Exchange Commission on February 13, 2007 (the “Form 10-K”).

For 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.

* * * *

Comment:

Note 4. Regulatory Issues, page 210

    1.

    Please disclose your authorized return on rate base for each subsidiary,
as applicable.

Response:

Exelon will disclose the authorized return on rate base for Commonwealth Edison Company
(“ComEd”) and PECO Energy Company (“PECO”) prospectively, beginning with its Form 10-Q
for the quarterly period ended March 31, 2007.

Through December 31, 2006, ComEd was subject to a rate freeze that was mandated by
legislation enacted in Illinois, related to the transition from fully regulated electric
rates to the deregulation of the energy component of rates and the implementation of
competition to supply energy to a utility’s customers (“transition period”). During its
transition period, ComEd was allowed to earn a maximum return on common equity based on a
formula tied to the U.S. Long-Term Treasury Bond, which is more fully described on page
215 of the Form 10-K. In no period did ComEd exceed this maximum allowed return. With
the end of the transition period, ComEd completed a rate proceeding in 2006 to establish
rates beginning in 2007, whereby the Illinois Commerce Commission authorized ComEd a
return on rate base of 8.01%. During the first quarter of 2007, ComEd filed a
transmission rate case with the Federal Energy Regulatory Commission in which it
requested a return on transmission rate base of 9.87%. For 2006, ComEd’s return on
equity as calculated for Illinois regulatory purposes was 8.36%.

PECO’s transition period for its electric transmission and distribution included rate
caps that expired on December 31, 2006 and caps on energy rates which will expire on
December 31, 2010 pursuant to legislation enacted in Pennsylvania (see page 216 “Rate
Limitations” of the Form 10-K). The distribution and transmission components of PECO’s
rates will continue to be regulated subsequent to its transition period. PECO’s most
recently approved return on electric rate base was 11.23%. PECO’s gas rates are
currently not subject to caps and its most recently authorized return on gas rate base
was 11.45%. For 2006, PECO’s return on electric distribution and gas rate bases as
calculated for Pennsylvania regulatory purposes were 10.03% and 4.11%, respectively.

Comment:

Note 14. Retirement Benefits, page 263

    2.

    Please explain to us and disclose how you calculate the market-related
value of plan assets as that term is defined in SFAS 87. Since there is an
alternative to how you can calculate this item, and it has a direct effect on
pension expense, we believe you should disclose how you determine this amount in
accordance with paragraph 12 of APB 22.

Response:

Exelon provides retirement benefits through seven defined benefit pension plans. Six of
these plans are legally sponsored by Exelon and one plan is legally sponsored by AmerGen
Energy Company, LLC (“AmerGen”), a wholly owned subsidiary of Exelon Generation Company,
LLC (“Generation”). Exelon uses a calculated value for purposes of determining the
market-related value of equity and debt securities and real estate held within certain of
its pension plans. The fair value of assets held in these plans represents over 99% of
the total fair value of assets held within Exelon’s pension plans. For these plans,
Exelon recognizes changes in market-related value of plan assets over a five-year period
by rolling forward the prior year’s market-related value with contributions,
disbursements and expected return on assets to develop an expected market value. Twenty
percent of the difference between the then current fair value and the expected market
value is added to the expected market value to calculate the current market-related value
of plan assets. As of December 31, 2006, the market-related value of Exelon’s pension
plan assets was $9,596 million compared to a fair value of $9,645 million.

For the remainder of Exelon’s pension plans, including the pension plan sponsored by
AmerGen, Exelon uses fair value for purposes of determining the market-related value of
plan assets. The fair value of assets held in these plans represent less than 1% of the
total fair value of assets held within Exelon’s pension plans.

Exelon will include the following disclosure in its Form 10-Q for the quarterly period
ended March 31, 2007 and prospectively regarding the determination of the market-related
value of pension plan assets:

For the pension plans legally sponsored by Exelon, Exelon calculates the expected
return on pension plan assets by multiplying the expected long-term rate of return on
plan assets by the market-related value of plan assets at the beginning of the year,
taking into consideration anticipated contributions and benefit payments that are to
be made during the year. SFAS No. 87 allows the market-related value of plan assets
to be either fair value or a calculated value that recognizes changes in fair value in
a systematic and rational manner over not more than five years. Exelon uses a
calculated value when determining the market-related value of these pension plan
assets that adjusts for 20% of the difference between fair value and expected
market-related value of plan assets. This calculated value has the effect of
stabilizing variability in assets to which Exelon applies that expected return.

For the pension plan sponsored by AmerGen, Exelon uses fair value for purposes of
determining market-related value of plan assets.

Comment:

Note 18. Commitments and Contingencies, page 278

Fund Transfer Restrictions, page 294

    3.

    In light of the dividend restrictions placed on Generation, ComEd and
PECO, please explain to us in detail how you concluded that you are not required to
provide Schedule I. Refer to Rules 5-04 and 12-04 of Regulation S-X.

Response:

We do not believe that we are required to provide Schedule I, Condensed Financial
Information of Registrant, for Exelon. None of Exelon, Generation, ComEd or PECO has
experienced any limitation upon its ability to declare and pay dividends, and none of the
dividend restrictions discussed in the Form 10-K has constituted a constraint on the
availability of dividends to Exelon. Nonetheless, we have reexamined Rules 5-04 and
12-04 of Regulation S-X, and the requirements applicable to Schedule I, in response to
your comment. As shown below, we do not believe that the restricted net assets of
Exelon’s consolidated subsidiaries exceeded 25% of Exelon’s consolidated net assets as of
December 31, 2006.

There are several limitations arising under law, contractual provisions and a charter
provision that apply to the payment of dividends by Exelon’s subsidiaries:

    •

    The Federal Power Act declares it to be unlawful for any officer or
director of any public utility “to participate in the making or paying of any
dividends of such public utility from any funds properly included in capital
account.” What constitutes “funds properly included in capital account” is

    undefined in the Federal Power Act; however, the Federal
Energy Regulatory Commission has consistently interpreted the provision to allow
dividends to be paid as long as (i) the source of the dividends is clearly disclosed,
(ii) the dividend is not excessive and (iii) there is no self-dealing on the part of
corporate officials. The registrants’ dividend payments have consistently met these
requirements and are anticipated to continue to do so in the future, and thus we do not view the Federal Power Act provisions as
constituting any actual limitation upon the payment of dividends by them.

    •

    The Illinois Public Utilities Act, applicable to ComEd, provides that
an Illinois public utility may not pay dividends on its stock unless, among other
things, “[its] earnings and earned surplus are sufficient to declare and pay same
after provision is made for reasonable and proper reserves” or unless it has
specific authorization from the Illinois Commerce Commission. ComEd has
appropriated current earnings in accordance with the provisions of the Federal and
Illinois systems of accounts applicable to public utilities subject to the Federal
Power Act and the Illinois Public Utilities Act, respectively. Like the Federal
Power Act, these provisions have not posed a limitation upon ComEd’s ability to
declare and pay dividends.

    •

    Both ComEd and PECO are subject to contractual limitations as a
result of debt covenants to which they have agreed in connection with the issuance
of trust capital securities through special purpose financing trusts. Under those
covenants, each of ComEd and PECO has agreed not to declare dividends on its
capital stock in the event that (1) it exercises its right to extend the interest
payment periods on the subordinated debt securities or debentures that underlie
the trust capital securities; (2) it defaults on its guarantee of the payment of
distributions on the trust capital securities issued to third parties (i.e., the
preferred securities or the preferred trust securities); or (3) an event of
default occurs under the indenture under which the subordinated debt securities or
debentures were issued. These events and conditions have not occurred, nor are
they anticipated to occur, so we do not believe that they affect the calculation
of restricted net assets of either ComEd or PECO.

    •

    Finally, PECO is subject to a limitation under a provision of its
articles of incorporation. That provision restricts the payment of dividends on
common stock if PECO’s capital, represented by its common stock together with its
retained earnings, is, in the aggregate, less than the $87 million involuntary
liquidating value of its outstanding preferred stock. PECO’s shareholders’ equity
greatly exceeds that amount.

While these restrictions, under certain specific circumstances,  may limit the absolute amount of dividends that a particular
subsidiary may pay, Exelon does not believe these limitations are materially limiting
because, under these limitations, the subsidiaries are allowed to pay dividends
sufficient to meet Exelon’s actual cash needs.

Exelon performed a test of restricted net assets as of December 31, 2006 for all of the
above restrictions. Based on these calculations, the restrictions yielded a Percentage
of Restricted Net Assets of Consolidated Subsidiaries of 15%. Therefore, Schedule I is
not required for the Form 10-K.

Exelon will expand the disclosure in its Form 10-Q for the quarterly period ended March
31, 2007 and prospectively to clarify Exelon’s potential restrictions under the Federal
Power Act. This disclosure will be consistent with the description of the Federal Power
Act discussed above.

* * * *

Exelon acknowledges that:

    –

    Exelon 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

    –

    Exelon may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding the foregoing, please contact me at (312) 394-3122.

Very truly yours,

/s/ Matthew F. Hilzinger

Matthew F. Hilzinger

Senior Vice President and Corporate Controller

Exelon Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      March 29, 2007

Mr. Matthew F. Hilzinger
Senior Vice President and Corporate Controller
Exelon Corporation
10 South Dearborn Street
P.O. Box 805379
Chicago, IL 60680-5379

 Re: Exelon Corporation, File No. 1-16169
  Exelon Generation Company, LLC, File No. 333-85496
  Commonwealth Edison Company, File No. 1-1839
  PECO Energy Company, File No. 0-16844
  Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 13, 2007

Dear Mr. Hilzinger:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your disclosures in futu re filings 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 provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.

 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 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.

Mr. Matthew F. Hilzinger
Exelon Corporation
March 29, 2007 Page 2 of 3
Form 10-K for Fiscal Year Ended December 31, 2006

Note 4. Regulatory Issues, page 210
1. Please disclose your authorized return on rate base for each subsidiary, as
applicable.

Note 14. Retirement Benefits, page 263

2. Please explain to us and disclose how you calculate the market related value of
plan assets as that term is defined in SFAS 87.  Since there is  an alternative to
how you can calculate this item, and it has a direct effect on pension expense, we
believe you should disclose how you determine this amount in accordance with paragraph 12 of APB 22.

Note 18. Commitments and Contingencies, page 278

Fund Transfer Restrictions, page 294
3. In light of the dividend restrictions  placed on Generation, ComEd and PECO,
please explain to us in detail how you concluded that you are not required to
provide Schedule I.  Refer to Rule s 5-04 and 12-04 of Regulation S-X.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a response letter that keys
your responses to our comments and provide s any requested information.  Detailed
response letters greatly facil itate our review.  Please submit your response letter on
EDGAR.  Please understand that we may have  additional comments after reviewing your
amendment and responses to our comments.

 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.

 In connection with responding 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;

Mr. Matthew F. Hilzinger
Exelon Corporation
March 29, 2007 Page 3 of 3

‚ 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 staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Staff Accountant Sarah Goldberg at (202) 551-3340 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3849 with any other questions.

       S i n c e r e l y ,

       J i m  A l l e g r e t t o
       Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

??

??

??

??

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

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</DOCUMENT>

CORRESP
1
filename1.htm

EXELON CORPORATION
  10 South Dearborn Street, 37th Floor

Chicago, Illinois 60680

May 31,
2005

VIA FACSIMILE AND EDGAR

Securities
and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:

Exelon Corporation

Registration Statement on Form S-4 (File No. 333-122704)

Ladies
and Gentlemen:

        Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Exelon Corporation, a Pennsylvania corporation (the "Company"), hereby requests that its
Registration Statement on Form S-4 (File No. 333-122704) be declared effective at 4:00 p.m., Washington, D.C. time, or as soon thereafter as practicable on May 31, 2005.

        The
Company acknowledges that as of the date hereof:

•should
the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does
not foreclose the Commission from taking any action with respect to the Registration Statement;

•the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•the
Company may not assert this action or staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

Very truly yours,

EXELON CORPORATION

By: /s/  BRUCE G. WILSON

Name: Bruce G. Wilson

Title:    Associate General Counsel

CORRESP
1
filename1.htm

EXELON CORPORATION
  10 South Dearborn Street, 37th Floor

Chicago, Illinois 60680

May 27,
2005

VIA FACSIMILE AND EDGAR

Securities
and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:

Exelon Corporation

Registration Statement on Form S-4 (File No. 333-122704)

Ladies
and Gentlemen:

        Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Exelon Corporation, a Pennsylvania corporation (the "Company"), hereby requests that its
Registration Statement on Form S-4 (File No. 333-122704) be declared effective at 12:00 p.m., Washington, D.C. time, or as soon thereafter as practicable on May 31, 2005.

        The
Company acknowledges that as of the date hereof:

•should
the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does
not foreclose the Commission from taking any action with respect to the Registration Statement;

•the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•the
Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

EXELON CORPORATION

By: /s/  BRUCE G. WILSON

Name: Bruce G. Wilson

Title:    Associate General Counsel

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308

March 11, 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
				Registration Statement on Form S-4
				File No. 333-122704
      Filed February 10, 2005

				Exelon Corporation
      Form 10-K for the Fiscal Year Ended December 31, 2004
				Filed February 23, 2005
      File No. 1-16169

Dear Mr. Mehrberg:

      We have reviewed your filing 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 document 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 that in connection with the merger, the rights of
former
PSEG stockholders will be governed by a new certificate of
incorporation and by-laws.  As a result, some material stockholder
rights will no longer apply.  For example, as set forth on page
150
of the prospectus, under the current PSEG by-laws a director may
be
removed without cause upon the vote of 80% of the shares then
entitled to vote at an election of director.  While under Exelon`s
amended and restated by-laws, a director may only be removed from
office for cause by a majority vote of stockholder.  As another
example, as set forth on pages 152 and 153, PSEG shareholders will
no
longer be able to call a special meeting of shareholders upon the
written request of a majority of shareholders.  It does not appear
that you intend to separately present these changes as proposals
for
stockholders to vote upon.  Please tell us why Rule 14a-4(a) (3)
of
the proxy rules does not require you to "unbundle" these matters.
In
this regard, please see the Fifth Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (September 2004).
2. We note that you have filed several written communications
under
Rule 425 after you filed the registration statement.  However,
subsequent to the filing of the registration statement, Rule 425
filings should be made under the Securities Act file number of the
Form S-4.  See Regulation M-A telephone interpretation B.12
available
at www.sec.gov in the July 2000 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations.  Please make the correction in any future
filings.

Prospectus Summary, page 4
3. Please limit your summary disclosure to brief discussions of
only
the most material aspects of the proposed merger.  Some of your
disclosure appears to contain excessive detail, which is better
suited for the body of the prospectus.  For example, you should
provide only a brief description of the tax consequences in this
section.  Another example is your disclosure concerning Exelon`s
amended and restated by-laws.

These are only examples.  Consider whether other subsections or
elements of a discussion within a subsection are necessary for the
summary.  Appropriate revisions should enable you to significantly
reduce the length of the summary.  Please revise accordingly.  We
may
have additional comments based upon your revisions.

4. Disclose here or in the body of the document the status of
regulatory clearances and conditions to the merger.
5. We note your disclosure stating that the merger is subject to
the
satisfaction or waiver of a number of conditions.  Briefly clarify
which conditions to the merger, if any, may be waived.  Please be
aware that we generally believe that re-solicitation is required
when
companies waive material conditions to a merger, especially the
receipt of an opinion that a merger is not taxable to
stockholders.

Risk Factors, page 22
6. Clarify in the introductory paragraph that you have described
all
material risk that are currently known.
7. In general, descriptions of risks that describe circumstances
that
could apply equally to other businesses that are similarly
situated
are generic risks that should not be included in your risk factor
section.  Please either eliminate these generic risks, or revise
them
to state specific material risks to your company or to the
shareholders of PSEG in this offering.  For example, we note that
the
following risk factors appear to contain generic disclosures:
* Providing reliable service to the combined company`s..., page 28
* The combined company`s generation business may ..., page 30
* The combined company`s generation business will rely on FERC...,
page 31
* The price of the combined company`s common stock..., page 32
* The combined company`s business ..., page 35
* The combined company may make acquisitions..., page 35

Please note these are examples only.  Review your entire risk
factor
section and revise as necessary.
8. The anticipated benefits..., page 22.  As drafted, the risks
you
disclose in this risk factor are those that would arise in almost
any
merger of two utility companies.  Please revise this risk factor
to
better tailor the risk to the specific difficulties you expect to
encounter.  For example, later in your prospectus you disclose
your
concern regarding the number of nuclear facilities you will hold
as a
result of the merger and whether that will create regulatory
difficulties for the combined company.  Also, it appears that your
first bullet point in this risk factor is your next risk factor on
page 23.  Please revise.

9. Because a portion of the combined company`s business will
be...,
page 34.  Please revise this risk to indicate the magnitude of the
risk.  Please disclose the percentage of the combined company`s
business that will be conducted outside the United States.
10. Exelon and PSEG retain contingent liability in connection with
asset sales, page 37.  Please revise this risk factor to indicate
the
magnitude of the risk involved.
11. Please consider whether a material risk exists due to each of
Morgan Stanley`s, JP Morgan`s and Lehman Brothers` position as a
financial advisor and related issuance of a fairness opinion given
that a portion of each investment bank`s fee is contingent upon
completion of the merger.  Also consider whether you should
include a
risk factor since Morgan Stanley has acted as PSEG`s financial
advisor and also has provided financial advice to Exelon in
connection with the sale of the outstanding common stock of ExRes
SHS
Inc.

Forward-Looking Statements, page 38
12. We note your statement in which you expand the risk factors
applicable to the combined company and that are present in the
merger
to include the factors identified on pages 38-39.  It is
inappropriate to include other risk factors only in this section.
You should identify all risk factors in the risk factors section.

Background of the Merger, page 52
13. For each key meeting cited here, please ensure that the
disclosure conveys all material persons who participated and all
material matters discussed.  For example, on page 53, you should
identify the outside financial advisors that advised PSEG "for a
brief period of time."  As an example, with respect to the
telephone
conversation between Messrs. Rowe and Ferland on July 19, 2004,
revise to more clearly articulate the nature of those discussions.
Did their conversation only relate to the nuclear operating
contract?
Also, with respect to the July 27, 2004 Exelon board meeting,
discuss
more fully the board`s determination to accept management`s
recommendation to pursue only a possible business combination with
PSEG.  These are only examples.
14. Please disclose why Exelon determined to retain two financial
advisors.  Also, explain how the PSEG board determined to retain
Morgan Stanley even though Morgan Stanley was then acting as
Exelon`s
financial advisor regarding the disposition of Sithe Energies,
Inc.

15. With respect to the November 11, 2004 meeting, disclose the
possible exchange ratios that were considered.  Similarly, discuss
any negotiation process regarding the exchange ratio that may have
taken place on that date or throughout the course of negotiating
the
merger agreement.  Explain clearly how the exchange ratio of 1.225
was determined.  We note the brief reference that Exelon from the
July 16, 2004 description that Exelon proposed a premium of 10-
20%.

Recommendation of Exelon Board; Exelon`s Reasons for the Merger,
page
60
16. Please expand the reasons for the merger to provide specific
information regarding the existing allocation of revenues by
segment
to those resulting from the merger.
17. Please provide more specific guidance as to the source of the
cost synergies of $400 million in the first year and $500 million
in
the second year.  We note Mr. Shapard`s presentation to the UBS
Natural Gas and Electric Utilities Conference in which he outlined
some of the sources of synergies savings from the merger.  Please
review this presentation to determine if there are any other
materials that should be included in your document.  Also, we note
that you estimated that the present value of synergies would be
$8-9
billion.  Please provide disclosure regarding those anticipated
synergies and the amount of accretion expected by Exelon, as noted
in
the presentation.  We may have further comments.

18. Please provide more specific disclosure about how the merger
will
actually benefit the municipalities served by the combined
companies.

Opinion of Financial Advisors, page 68
19. As currently drafted, the discussion of each financial
advisor`s
opinion does not provide a meaningful summary of each of the
analyses
performed because each summary does not provide a clearly written
conclusion relating the results of the analysis to the
consideration
being offer in the transaction.  Consequently, neither Exelon
shareholders nor PSEG shareholders can weigh the results of each
analysis in determining whether to support the proposed merger.
We
understand that each investment banker has weighed the conclusion
of
each analysis and has determined that taken as whole the
transaction
is fair to shareholders.  However, the purpose of the disclosure
is
for shareholders to understand each analysis and then make their
own
determination of fairness.  Please explain in clear, concise and
understandable language what the financial advisor did and how
each
analysis and conclusion are relevant to shareholders and,
specifically, to the consideration that they are receiving in the
merger.  As part of the revisions, please describe the purpose of
each analysis and why particular measures were chosen for
analysis,
and clearly disclose whether or not each analysis supports the
finding of fairness.  We may have additional comments based upon
your
revisions.

20. Please disclose the amount of the fee that JP Morgan will
receive
that is contingent.  Also, please quantify the amount of
compensation
received by JP Morgan, Lehman Brothers and Morgan Stanley from
Exelon
and PSEG during the last two years.  See Item 1015 of Regulation
M-A.
21. Please provide us with copies of all material non-public
information, including projections and potential synergies,
exchanged
among and relied upon by the parties.

Forward-Looking Financial Information, page 91
22. Please disclose your principle assumptions used in developing
your forward-looking income and cash flow statement data.  Please
supplementally explain the rationale behind the development of
each
assumption.  See guidance in Item 10(b) of Regulation S-K and
Chapter
8 of the AICPA Guide for Prospective Financial Information.
Interests of PSEG`s Directors and Executive Officers, page 96
23. To place in context the terms of Mr. Ferland`s second
amendment
to his employment agreement, if material, please summarize and
contrast his existing compensation arrangements with the
compensation
he will receive as a result of the merger.
Consideration to be Received Pursuant to the Merger; Treatment of
Stock Options and PSEG Equity-Based Awards, page 114
24. In this disclosure and elsewhere in your document, clearly and
concisely disclose that the merger will trigger the acceleration
of
some PSEG options but not other options.  Further, in those
disclosures, quantify the number of options that will be
accelerated.

Exelon Unaudited Pro Forma Condensed Combined Consolidated
Financial
Statements and Notes, page 134
25. You indicate the adjustments reflected in the pro forma
financial
statements are preliminary and are subject to change pending
additional information and decisions.  Please note that any
differences between the adjustments reflected in your final pro
forma
financial statements included in the S-4 and those made at closing
of
the acquisition should be identified and discussed in the
financial
statements in which the purchase is recorded. This may best be
accomplished in the note in which you provide the paragraph 51.e
of
SFAS 141 disclosure.  Please ensure you identify differences due
to
external factors such as interest rates or changes in the position
of
commodity forward curves versus those due to factors largely
within
your control, such as changes in estimates, appraisals or
identification of additional contingencies or assets.  Please
confirm
your concurrence with this approach or advise how you plan to
communicate any changes in your allocation of purchase price at
closing.

Notes to Unaudited Pro Forma Condensed Combined Consolidated
Balance
Sheet

Note (b), page 142
26. We note nil purchase price was allocated to acquired
intangible
assets other than goodwill.  Please describe in detail your
process
for identifying acquired intangible assets and explain why you
determined you did not acquire any such assets.  See paragraphs 39
and A10-A28 of SFAS 141.  For example, we understand that the
value
relating to manuals and related documentation surrounding nuclear
plants could be quite substantial, yet no allocation has been
made.
If your cash flow determination of the fair value of plant was
intended to encompass peripheral assets, we believe these items
represent intangibles apart from plant and should be allocated
value
since the cash flows from the plant could be generated without
them.
Other intangibles to be considered include licensing agreements,
emission allowances/credits, procurement contracts, and real
estate
easements.  These examples are not exhaustive.  Given the
substantial
amount of goodwill recorded on this transaction, it appears there
may
be other similar intangibles that may not have been allocated
value.
In this regard, 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 an "allowed" rate of return.  While we understand
synergies that result from the combination of joint plant
interests
as well as cost savings from certain eliminations, such as
corporate
overhead, may justify a premium, your existing purchase price
allocation indicates approxim