SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


In the Matter of             )
Exelon Corporation           )
                             )            File No. 70-9645
(Public Utility Holding      )
Company Act of 1935)         )


                           CERTIFICATE OF NOTIFICATION

         This Certificate of Notification is filed by Exelon Corporation
("Exelon"), a Pennsylvania Corporation, in connection with the following
transactions proposed in Exelon's Form U-1, as amended (the
"Application-Declaration"), and authorized by Order of the Securities and
Exchange Commission (the "Commission") dated October 19, 2000 as supplemented
October 20, 2000 (the "Order"), in this file (Release No. 35-70-9645). This
Certificate of Notification amends and supplements the Certificate of
Notification filed by Exelon on October 26, 2000 and certifies that Exelon has
completed various transactions (the "Restructurings") as set forth in the
Application-Declaration. Capitalized terms used herein without definition have
the meaning ascribed to them in the Application-Declaration or the Amended and
Restated Agreement and Plan of Exchange and Merger between Unicom Corporation
("Unicom") and PECO Energy Company ("PECO")(the "Merger Agreement"). Exelon
Corporation hereby certifies pursuant to Rule 24:

         a. That Exelon has created Genco as the holder of the generating assets
of ComEd and PECO,

         b. that Exelon has created Exelon Energy Delivery Company as a holding
company for ComEd and PECO and their subsidiaries,

         c. that Exelon has created Exelon Ventures Company as a holding company
for Genco and Exelon Enterprises Company LLC ("Enterprises"),

         d. that the Conowingo Companies are direct and indirect subsidiaries of
Genco, and

         e. that Exelon has created Enterprises which holds certain non-utility
subsidiaries of Exelon.

         Attached hereto as Exhibits F-2.1 and F-2.2 we are filing the
past-tense opinion of counsel to Exelon to the Application-Declaration.

            SIGNATURE

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned company has duly caused this document to be
signed on its behalf by the undersigned thereunto duly authorized.

                                                     Exelon Corporation

                                                     By:/s/ Ruth Ann M. Gillis
                                                        ------------------------
                                                        Ruth Ann M. Gillis
                                                        Senior Vice President

Dated: June 3, 2002