UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 8-K



                                 CURRENT REPORT


                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934


                                January 29, 2002
                                (Date of earliest
                                 event reported)







Commission File            Name of Registrant; State of Incorporation; Address of       IRS Employer
Number                     Principal Executive Offices; and Telephone Number            Identification Number
---------------------      ---------------------------------------------------------    -------------------------
                                                                                 
1-16169                    EXELON CORPORATION                                           23-2990190
                           (a Pennsylvania corporation)
                           10 South Dearborn Street - 37th Floor
                           P.O. Box 805379
                           Chicago, Illinois 60680-5379
                           (312) 394-4321

1-1839                     COMMONWEALTH EDISON COMPANY                                  36-0938600
                           (an Illinois corporation)
                           10 South Dearborn Street - 37th Floor
                           P.O. Box 805379
                           Chicago, Illinois 60680-5379
                           (312) 394-4321

1-1401                     PECO ENERGY COMPANY                                          23-0970240
                           (a Pennsylvania corporation)
                           P.O. Box 8699
                           2301 Market Street
                           Philadelphia, Pennsylvania 19101-8699
                           (215) 841-4000




                               Table of Contents

Item 5.   Other Events

Item 9.   Regulation FD Disclosure






Item 5. Other Events

On January 29, 2002 Exelon Corporation issued the following press release.


                                                                     EXELON Logo
--------------------------------------------------------------------------------
News Release

From:      Exelon Corporation                              FOR IMMEDIATE RELEASE
           Corporate Communications                        ---------------------
           P.O. Box 805379                                 January 29, 2002
           Chicago, IL  60680-5379


Contact:   Donald Kirchoffner
           312.394.3001
           Linda Byus, CFA
           312.394.7696
           Linda Marsicano
           312.394.3099

             Exelon 2001 Earnings Up 15% at $4.43 Per Diluted Share,
                        Common Dividend Increased By 4.1%


Chicago (January 29, 2002) - Exelon Corporation (NYSE: EXC) today announced
reported consolidated earnings of $1,428 million, or $4.43 per share (diluted),
for the year ended December 31, 2001, a 15% increase over pro forma 2000
earnings of $1,247 million, or $3.86 per share, assuming the PECO Energy and
Unicom merger occurred January 1, 2000. Absent a net negative $0.06 per share of
unusual items, 2001 earnings from ongoing operations were $4.49 per share.

Exelon's reported earnings for the year 2000 of $586 million or $2.87 per share
represent PECO Energy's 2000 earnings and the earnings of the former Unicom
Corporation from the October 20, 2000, date of its merger with PECO Energy.

Exelon's earnings for the fourth quarter of 2001 were $338 million, or $1.05 per
common share, 59% higher than pro forma fourth quarter 2000 earnings of $0.66
per share. Reported results for the fourth quarter of 2001 include a severance
charge that lowered reported earnings by $0.03 per share.

Corbin A. McNeill, Jr., Exelon Chairman and Co-CEO, stated that "Our performance
in 2001, one of the toughest and most volatile years in the industry's history,
underscores the strength and stability of Exelon's integrated portfolio of
generation and delivery assets. We achieved 15% earnings growth in 2001 because
of the quality of our assets and the commitment of our employees."

Dividend Policy

The Exelon Board today declared a dividend of $0.44 per share of Exelon's common
stock, payable March 10, 2002, to shareholders of record at 5:00 p.m. EST on
February 15, 2002. The increase of $0.07 per share annually, approximately 4.1%,
will result in an annual dividend rate of $1.76 per share or $0.44 per share
quarterly. This is the first dividend increase since Exelon was formed in
October 2000.


Page 2

The new dividend rate reflects Exelon's integrated business portfolio and its
focus on total return to shareholders. "The new dividend rate represents about a
50% payout of the expected 2002 earnings from our regulated electricity delivery
businesses," said John W. Rowe, President and Co-CEO. "Based on the healthy cash
flow and modest earnings growth for Exelon Energy Delivery, we intend to grow
the dividend to about a 60% payout of earnings from our regulated operations."
The payment of future dividends is subject to approval and declaration by the
Board.


Highlights

Exelon Generation had an outstanding year and came in ahead of budget. Increased
generation in our nuclear group, improved availability in our fossil plants and
higher wholesale market sales volumes offset falling wholesale prices and
margins in the second half of the year.

Exelon Generation's nuclear fleet surpassed its operating goals with a nuclear
capacity factor of:
     o    92.5% for the fourth quarter
     o    94.4% for the year ended December 31, 2001

Exelon Generation's fossil operations continued their year-long strong
performance with:
     o    97.0% on time delivery
     o    94.4% dispatch availability

Exelon Generation's power marketing organization, Power Team, exceeded budget
for the fourth quarter as strategic portfolio management and increased sales
volumes offset lower wholesale electricity prices. Power Team's results for the
full year were on budget in spite of significant wholesale price volatility over
the twelve-month period. The average realized around-the-clock (ATC) price for
the full year was approximately $37/MWh, more than Power Team's $34/MWh ATC
budget assumption and significantly higher than the averaged observed ATC spot
price of approximately $28/MWh in our two primary generation supply regions of
MAIN and PJM.

Exelon Generation announced an agreement to purchase two gas-fired electric
generating plants totaling 2,334 megawatts located in the Dallas-Fort Worth
metropolis from TXU Corporation. The transaction is expected to add $0.05 to
$0.10 in earnings per share annually, and includes a five-year tolling agreement
between Exelon and TXU. The transaction was announced on December 20 and is
expected to close during the first quarter of 2002.

Exelon Energy Delivery results also exceeded expectations. Key earnings drivers
were lower operating and maintenance expenses and lower net interest expense,
which more than offset the weather-related decreases in retail deliveries in the
fourth quarter and the full year. ComEd's retail deliveries in the quarter were
down 5.6% as heating degree days were 29% lower than fourth quarter 2000. PECO's
retail kWh deliveries for the quarter were down 6.4% with heating degree days
34% lower than fourth quarter 2000. Retail kWh deliveries for both ComEd and
PECO Energy decreased for the year 2001 compared with 2000 with ComEd down 0.5%
and PECO down 1.1%.

Other items:

Fourth quarter reported earnings of $1.05 per diluted share include the effects
of the following:

o    Fourth quarter 2001 earnings reflected goodwill amortization of $35 million
     or $0.11 per share. Goodwill amortization totaled $150 million or $0.46 per
     share in 2001. Consistent with the new accounting standard for goodwill,
     Exelon discontinued goodwill amortization effective January 1, 2002. The
     company's review of goodwill for impairment has not been completed.


Page 3

o    Employee severance costs of $14.5 million or $0.03 per share, associated
     with the staffing reductions announced in the third quarter. A total of
     3,400 positions have been identified for elimination as a result of the
     2000 merger of PECO Energy and Unicom.

Fourth quarter 2000 pro forma earnings of $0.66 included a $0.07 per share
write-down of a telecommunications investment.


BUSINESS UNIT RESULTS

Performance of Exelon's business segments, Energy Delivery, Generation and
Enterprises is reported on the basis of earnings before interest and income
taxes (EBIT). EBIT consists of operating income and income and expenses recorded
in other-net, with the exception of interest income. Exelon's EBIT for the
fourth quarter of 2001 was $767 million compared to pro forma EBIT of $642
million in the fourth quarter of 2000. Full year 2001 EBIT was $3,456 million
compared to pro forma EBIT of $2,970 million for 2000.

Exelon Energy Delivery consists of the retail electricity transmission and
distribution operations of ComEd and PECO Energy and the natural gas
distribution business of PECO Energy. Energy Delivery EBIT in the fourth quarter
of 2001 of $532 million compares with pro forma EBIT of $765 million in the
fourth quarter of 2000. Full year 2001 EBIT of $2,623 million was down modestly
from pro forma 2000 EBIT of $2,722 million.

Exelon Generation consists of Exelon's electric generation operations and power
marketing and trading functions. Generation's fourth quarter 2001 EBIT of $265
million was up sharply from a pro forma 2000 loss of $26 million. For the full
year 2001, Generation's EBIT of $962 million compared favorably with pro forma
2000 EBIT of $462 million. Energy sales for 2001 totaled 201,845 GWhs with 61%
of the sales to affiliates.

Exelon Enterprises consists of Exelon's competitive retail energy sales, energy
solutions and infrastructure services, venture capital investments and related
businesses. Enterprises' fourth quarter 2001 EBIT was a loss of $27 million
compared with a pro forma fourth quarter 2000 loss of $62 million. Full year
2001 EBIT was a loss of $107 million compared with a pro forma 2000 loss of $172
million. The losses in 2001 were driven by the decline in the telecommunications
market, which reduced revenue at InfraSource (formerly EIS).

Conference call information: Exelon has scheduled a Year End Conference Call for
3 PM EST (2 PM CST) on January 29. The call in number in the US is 877/780-2271;
the international call in number is 973/872-3462. No password is required. Media
representatives are invited to participate on a listen-only basis. The call will
be web-cast and archived on Exelon's web site:
www.exeloncorp.com.  (Please select  the Investor Relations page.)

Telephone replays will be available after 4 PM on January 29 through February 8.
The U.S. call-in number is 877.519.4471; the international call-in number is
973.341.3080. The confirmation code is 3061879.

                                       ###

================================================================================


Page 4


This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may vary materially
from the expectations contained herein. The forward-looking statements herein
include statements about future financial and operating results of Exelon.
Economic, business, competitive and/or regulatory factors affecting Exelon's
businesses generally could cause actual results to differ materially from those
described herein. For a discussion of the factors that could cause actual
results to differ materially, please see Exelon's filings with the Securities
and Exchange Commission, particularly those discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Outlook" in Exelon's 2000 Annual Report. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this press release. Exelon does not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this press release.


                                       ###

Exelon Corporation is one of the nation's largest electric utilities with
approximately five million customers and more than $15 billion in annual
revenues. The company has one of the industry's largest portfolios of
electricity generation capacity, with a nationwide reach and strong positions in
the Midwest and Mid-Atlantic. Exelon distributes electricity to approximately
five million customers in Illinois and Pennsylvania and gas to 425,000 customers
in the Philadelphia area. The company also has holdings in such competitive
businesses as energy, infrastructure services and energy services. Exelon is
headquartered in Chicago and trades on the NYSE under the ticker EXC.




EXELON CORPORATION
Unaudited Income Statement
($ 000,000, except per share data)



                                                               Three Months Ended                 Twelve Months
                                                                  December 31                      December 31
                                                           -------------------------         -------------------------
                                                             2001             2000             2001           2000 (1)
                                                           --------         --------         --------         --------
                                                                                                  
Operating Revenues                                         $  3,381         $  3,133         $ 15,140         $  7,499

Operating Expenses
          Fuel and Purchased Power                         $  1,043         $  1,091         $  5,314         $  2,606
          Operating and Maintenance                           1,101            1,282            4,393            2,586
          Depreciation and Amortization                         339              214            1,448              458
          Taxes Other Than Income                               130              125              623              322
                                                           --------         --------         --------         --------

          Total Operating Expenses                         $  2,613         $  2,712         $ 11,778         $  5,972
                                                           --------         --------         --------         --------

Operating Income                                           $    768         $    421         $  3,362         $  1,527

Other Income and Deductions
          Interest Expense & Preferred Dividends               (255)            (284)          (1,156)            (632)
          Other, net                                             15              (66)             141               12
          Income Taxes                                         (190)             (25)            (931)            (341)

          Extraordinary Item, Net of Income Taxes               -                -                -                 (4)

          Cumulative Effect of Change in Accounting
                Principle, Net of Income Taxes                  -                -                 12               24
                                                           --------         --------         --------         --------

Net Income                                                 $    338         $     46         $  1,428         $    586
                                                           ========         ========         ========         ========

Average Common Shares Outstanding
          Basic:                                                321              283              320              202
          Diluted:                                              322              288              322              204

Earnings Per Common Share - Reported
          Basic:                                           $   1.05         $   0.16         $   4.46         $   2.91
          Diluted:                                         $   1.05         $   0.16         $   4.43         $   2.87

Unusual Items included in
Net Income (gains/(losses):

          Litigation reserves                                   -                -              (0.03)             -
          Employee severance charge                           (0.03)             -              (0.09)             -
          Gains and losses on investments                       -              (0.07)           (0.02)           (0.10)
          Implementation of FAS 133                             -                -               0.04              -
          Settlement of Transition Bond swap                    -                -               0.01              -
          Wholesale rate settlement                             -                -               0.01              -
          CTC prepayment                                        -                -               0.02              -
          Cumulative effect of change in accounting             -
             method for nuclear outages                         -                -                -               0.12
          Premiums paid to reacquire debt                       -                -                -              (0.02)
          Merger costs                                          -              (0.53)             -              (0.84)
                                                           --------         --------         --------         --------
          Total Nonrecurring Items                         $  (0.03)        $  (0.60)        $  (0.06)        $  (0.84)


Earnings Per Common Share - Proforma for
          merger as of 1/1/2000
          Diluted:                                                          $   0.66                          $   3.86



(1)  Restated to reflect change in accounting method for nuclear outage costs.





EXELON CORPORATION
Business Segment Results
(in millions)



                                                           Three Months Ended                      Twelve Months Ended
                                                              December 31                              December 31
                                                 ------------------------------------      ------------------------------------
                                                                            Pro Forma                                 Pro Forma
                                                   2001          2000        2000 (1)        2001        2000 (2)      2000 (1)
                                                 --------      --------      --------      --------      --------      --------
                                                                                                     
Revenue
  Energy Delivery                                $  2,269      $  2,015      $  2,328      $ 10,171      $  4,511      $  9,679
  Generation                                        1,510         1,229         1,385         7,048         3,316         6,088
  Enterprises                                         550           594           637         2,292         1,395         1,862
  Corporate/Intercompany Elimination                 (948)         (705)         (852)       (4,371)       (1,723)       (4,098)
                                                 --------      --------      --------      --------      --------      --------

  Total Exelon                                   $  3,381      $  3,133      $  3,498      $ 15,140      $  7,499      $ 13,531
                                                 ========      ========      ========      ========      ========      ========

Earnings Before Interest and IncomeTaxes (3)
  Energy Delivery                                $    532      $    647      $    765      $  2,623      $  1,503      $  2,722
  Generation                                          265            39           (26)          962           440           462
  Enterprises                                         (27)          (54)          (62)         (107)         (140)         (172)
  Corporate/Intercompany Elimination                   (3)         (305)          (35)          (22)         (328)          (42)
                                                 --------      --------      --------      --------      --------      --------

  Total Exelon                                   $    767      $    327      $    642      $  3,456      $  1,475      $  2,970
                                                 ========      ========      ========      ========      ========      ========


(1)  Pro forma 2000 data reflects operations as if the merger occurred on January 1, 2000.
(2)  Restated to reflect change in accounting method for nuclear outage costs.
(3)  EBIT consists of operating income and other income and expenses recorded in Other,
     net with the exception of interest income. Interest income for the three month and
     twelve month periods ended December 31, 2001 was $15 million and $46 million,
     respectively.





EXELON CORPORATION
Retail Electric Sales Statistics
For the Three Months Ended December 31




                                                              ComEd (1)                                     PECO
                                            ------------------------------------------  ------------------------------------------

MWH Deliveries                                 2001            2000          % Change       2001            2000        % Change
--------------                              -----------     -----------    -----------  -----------     -----------    -----------

                                                                                                       
Residential                                   5,345,603       5,792,698        (7.7%)     2,505,918       2,838,316       (11.7%)

Small Commercial & Industrial                 7,140,746       7,255,516        (1.6%)     1,785,062       1,878,461        (5.0%)

Large Commercial & Industrial                 5,083,281       5,712,727       (11.0%)     3,604,675       3,743,356        (3.7%)

Public Authorities & Electric Railroads       2,262,964       2,249,112         0.6%        197,829         188,385         5.0%
                                            -----------     -----------                 -----------     -----------

Total Sales to Ultimate Customers            19,832,594      21,010,053        (5.6%)     8,093,484       8,648,518        (6.4%)
                                            ===========     ===========                 ===========     ===========

Heating Degree Days                               1,862           2,631                       1,219           1,852
Cooling Degree Days                                   1              18                          38              12




Revenue (in thousands)                          2001            2000        % Change        2001            2000        % Change
----------------------                      -----------     -----------    -----------  -----------     -----------    -----------

Residential                                 $   455,723     $   511,212       (10.9%)   $   272,248     $   292,085        (6.8%)

Small Commercial & Industrial                   475,021         505,178        (6.0%)       189,888         132,549        43.3%

Large Commercial & Industrial                   207,511         234,986       (11.7%)       242,897         187,894        29.3%

Public Authorities & Electric Railroads         112,367         114,595        (1.9%)        18,838          16,463        14.4%
                                            -----------     -----------                 -----------     -----------

Total Sales to Ultimate Customers           $ 1,250,622     $ 1,365,971        (8.4%)   $   723,871     $   628,991        15.1%
                                            ===========     ===========                 ===========     ===========



Cents / kWh                                     2001            2000         % Change       2001            2000        % Change
-----------                                 -----------     -----------    -----------  -----------     -----------    -----------


Residential                                 $     0.085     $     0.088        (3.4%)   $     0.109     $     0.103         5.8%

Small Commercial & Industrial               $     0.067     $     0.070        (4.3%)   $     0.106     $     0.071        49.3%

Large Commercial & Industrial               $     0.041     $     0.041         0.0%    $     0.067     $     0.050        34.0%

Public Authorities & Electric Railroad      $     0.050     $     0.051        (2.0%)   $     0.095     $     0.087         9.2%

Total Sales to Ultimate Customers           $     0.063     $     0.065        (3.1%)   $     0.089     $     0.073        21.9%



(1)  Data for the three months ended December 31, 2000 reflects pro forma results for the full quarter.







EXELON CORPORATION
Retail Electric Sales Statistics
For the Year Ended December 31




                                                             ComEd (1)                                        PECO
                                             ------------------------------------------    -----------------------------------------

MWH Deliveries                                  2001           2000          % Change         2001            2000        % Change
--------------                               ----------     -----------     -----------    ----------     -----------     ----------

                                                                                                           
Residential                                  25,281,880      23,997,261         5.4%       11,177,726      11,310,414        (1.2%)

Small Commercial & Industrial                29,580,055      29,038,204         1.9%        7,603,638       7,468,196         1.8%

Large Commercial & Industrial                21,512,972      23,967,157       (10.2%)      15,311,815      15,695,970        (2.4%)

Public Authorities & Electric Railroads       9,231,014       9,048,881         2.0%          772,839         779,787        (0.9%)
                                            -----------     -----------                   -----------     -----------

Total Sales to Ultimate Customers            85,605,921      86,051,503        (0.5%)      34,866,018      35,254,367        (1.1%)
                                            ===========     ===========                   ===========     ===========

Heating Degree Days                               5,943           6,241                         4,164           4,741
Cooling Degree Days                                 849             766                         1,404           1,050



Revenue (in thousands)                          2001            2000         % Change         2001           2000          % Change
----------------------                       ----------     -----------     -----------    ----------     -----------     ----------


Residential                                 $ 2,307,580     $ 2,235,307         3.2%      $ 1,263,158     $ 1,247,766         1.2%

Small Commercial & Industrial                 2,088,991       2,103,063        (0.7%)         763,422         576,409        32.4%

Large Commercial & Industrial                   939,686       1,083,772       (13.3%)         992,976         712,590        39.3%

Public Authorities & Electric Railroads         494,602         486,737         1.6%           72,980          57,675        26.5%
                                            -----------     -----------                   -----------     -----------

Total Sales to Ultimate Customers           $ 5,830,859     $ 5,908,879        (1.3%)     $ 3,092,536     $ 2,594,440        19.2%
                                            ===========     ===========                   ===========     ===========



Cents / kWh                                     2001            2000         % Change         2001            2000        % Change
-----------                                  ----------     -----------     -----------    ----------     -----------     ----------


Residential                                 $     0.091     $     0.093        (2.2%)     $     0.113     $     0.110         2.7%

Small Commercial & Industrial               $     0.071     $     0.072        (1.4%)     $     0.100     $     0.077        29.9%

Large Commercial & Industrial               $     0.044     $     0.045        (2.2%)     $     0.065     $     0.045        44.4%

Public Authorities & Electric Railroad      $     0.054     $     0.054         0.0%      $     0.094     $     0.074        27.0%

Total Sales to Ultimate Customers           $     0.068     $     0.069        (1.4%)     $     0.089     $     0.074        20.3%



(1)  Data for the year 2000 reflects pro forma results for the full year.





EXELON CORPORATION
Exelon Generation Power Marketing 2001 Statistics

                                     Three months ended  Twelve months ended
                                     December 31, 2001    December 31, 2001
                                     -----------------    -----------------
GWh Sales

 Affiliate Sales (1)                           28,760              123,805
 Market Sales                                  21,965               78,040
                                        -------------       --------------
 Total Sales                                   50,725              201,845

Average Realized Revenue ($/MWh)

 Affiliate Sales                        $       30.42       $        33.04
 Market Sales                                   28.03                37.03
                                        -------------       --------------
 Total Sales                            $       29.48       $        34.51

 Average Supply Cost                    $       14.86       $        20.39

 Margin                                 $       14.62       $        14.12





-----------------------------------------------------------

Around-the-clock Market Prices ($/MWh)

October 2001 Earnings Guidance
  PJM                                   $       29.20
  Main                                  $       26.30

December 31, 2001
  PJM                                   $       26.00
  Main                                  $       22.50

-----------------------------------------------------------

(1)  Includes 1,832 GWh and 6,876 GWh sales to Exelon Energy for the three and
     twelve month periods ended December 31, 2001, respectively.


Item 9.  Regulation FD Disclosure

As previously announced, on January 29, 2002, Exelon Corporation conducted its
Fourth Quarter Earnings Conference Call. The call was open to all on a
listen-only basis and was audio web-cast. Telephone replays will be available
through February 8. Members of management participating in the call included
Corbin A. McNeill, Jr. Chairman and Co-CEO, John W. Rowe, President and Co-CEO,
and Ruth Ann M. Gillis, Senior Vice President and Chief Financial Officer.
During the call management affirmed its previously issued earnings guidance for
2002, maintaining a range of $4.45 to $4.85 per share. The 2002 guidance
reflects the following assumptions:

o    Around-the-clock wholesale power prices of $29.20 and $26.30 per
     megawatthour in PJM and MAIN, respectively.
o    An 80% hedge ratio (i.e. 80% of total projected sales, including
     affiliates) for power marketing contracts. This ratio will vary depending
     upon market conditions and could increase up to a 95% hedge ratio at any
     time.
o    A 91.5% nuclear capacity factor, reflecting 11 refueling outages.
o    Distribution growth rates of 0.6% and 1.0% in PECO Energy and ComEd,
     respectively, Exelon's energy delivery subsidiaries.
o    Merger synergies of $225 million.
o    Additional cost savings of $100 million in 2002 resulting from a new
     corporate wide cost cutting initiative under the leadership of Executive
     Vice President Oliver Kingsley.
o    An EBIT loss of $4 to $10 million in the Enterprises business unit.
o    Normal weather.
o    A 38.5% effective tax rate.

First quarter 2002 earnings will be below last year's first quarter earnings as
a result of lower power prices and are expected to be approximately 20% to 25%
of full year 2001 earnings. Management stated that 2002 cash flow is expected to
be $2.85 billion, compared to capital expenditures of $2.2 billion, of which
$1.8-$1.9 billion is for ongoing maintenance. Management does not have plans at
this time for a share buyback. Generally cash requirements will be met through
internal cash flow, although modest amounts of commercial paper may be issued
from time to time. It was also noted that Exelon Enterprises goodwill would be
assessed for impairment in 2002, and that although the analysis has not been
completed, and is not reflected in the 2002 earnings guidance, a writedown upon
the adoption of Financial Accounting Standards Board Statement 142 could be
required.

In a discussion of 2001 results and the outstanding performance of Exelon
Generation, management indicated that the all-in cost of production for its
nuclear fleet in 2001 was $20.05 per megawatthour. Approximately 40% of
Generation's power purchases and 15% of total supply was provided by the Midwest
Generation purchased power contract arrangement. Mark-to-market gains on hedge
book contracts were approximately $20 million in 2001. The improvement in fourth
quarter 2001 operating earnings




compared to 2000 pro forma results was driven by achieved synergies of about
$0.07 per share, interest savings of about $0.02 per share and regular year-end
income tax trueup of about $0.15 per share.

                                    * * * * *

This report contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from the expectations
contained herein. The forward-looking statements herein include statements about
future financial and operating results of Exelon. Economic, business,
competitive and/or regulatory factors affecting Exelon's businesses generally
could cause actual results to differ materially from those described herein. For
a discussion of the factors that could cause actual results to differ
materially, please see Exelon's filings with the Securities and Exchange
Commission, particularly those discussed in "Management's Discussion and
Analysis of Financial Condition and Results of Operations-- Outlook" in Exelon's
2000 Annual Report. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Exelon does not undertake any obligation to publicly release any revisions to
these forward-looking statements to reflect events or circumstances after the
date of this report.



                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




                               EXELON CORPORATION


                               /S/  Ruth Ann Gillis
                               -----------------------------------
                               Ruth Ann Gillis
                               Senior Vice President and Chief Financial Officer
                               Exelon Corporation


January 29, 2002