UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-6B-2
CERTIFICATE OF NOTIFICATION
Certificate is filed by Exelon Corporation and PECO Energy Company (PECO).
This certificate provides notice that the above companies have issued, renewed
or guaranteed the security or securities described herein which issue, renewal
or guaranty was exempted from the provisions of section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.
1. Type of securities (draft, promissory note): First and Refunding Mortgage
Bonds.
2. Issue, renewal or guaranty: Issue and exchange of bonds registered under
the Securities Act of 1933, as amended, for bonds having substantially
the same terms and conditions, but subject to transfer restrictions.
3. Principal amount of each security: $250,000,000.
4. Rate of interest per annum of each security: The bonds will bear interest
at the annual rate of 5.95%.
5. Date of issue, renewal or guaranty of each security: October 9, 2002.
6. If renewal of security, give date of original issue: Not applicable.
7. Date of maturity of each security (in the case of demand notes, indicate
demand): November 1, 2011.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Various.
9. Collateral given with each security: The lien of the mortgage, subject to
(1) minor exceptions and certain excepted encumbrances that are defined
in the mortgage and (2) the trustee's prior lien for compensation and
expenses, constitutes a first lien on substantially all of the properties
of PECO. The mortgage does not constitute a lien on any property owned by
PECO's subsidiaries or affiliates. PECO's properties consist principally
of electric transmission and distribution lines and substations, gas
distribution facilities and general office and service buildings. The
bonds are secured equally with all other bonds outstanding or hereafter
issued under the First and Refunding Mortgage.
10. Consideration given for each security: PECO did not receive any cash
proceeds from the exchange. In exchange for issuing the bonds described
above, PECO received an equal principal amount of First and Refunding
Mortgage Bonds having substantially the same terms and conditions, but
subject to transfer restrictions.
11. Application of proceeds for each security: PECO did not receive any cash
proceeds from the exchange. In exchange for issuing the bonds described
above, PECO received an equal principal amount of original bonds, which
were canceled. The net proceeds from the sale of the original bonds,
together with available cash balances, were used to repay $250 million
aggregate principal amount of First and Refunding Mortgage Bonds, 5-5/8%
Series due November 1, 2001.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of section 6(a) because of:
a. the provisions contained in the first sentence of section 6(b): [ ]
b. the provisions contained in the fourth sentence 6(b): [ ]
c. the provisions in any rule of the Commission other than Rule U-48: [X]
13. If the security or securities were exempt from the provisions of section
6(a) by virtue of the first sentence of section 6(b), give the figures
which indicate that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of the
principal amount and par value of the other securities of such company
then outstanding. (Demand notes, regardless of how long they may have
been outstanding, shall be considered as maturing in not more than nine
months for the purpose of the exemption from Section 6(a) of the Act
granted by the first sentence of Section 6(b): Not Applicable.
14. If the security or securities are exempt from the provisions of section
6(a) because of the fourth sentence of section 6(b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued: Not Applicable.
15. If the securities are exempt from the provisions of section 6(a) because
of any rule of the Commission other than Rule U-48 designate the rule
under which exemption is claimed: Rule 52(a).
Exelon Corporation
By:/s/ J. Barry Mitchell
------------------------
Senior Vice President and Corporate Treasurer Exelon
Corporation
PECO Energy Company
By:/s/ J. Barry Mitchell
------------------------
Senior Vice President and Corporate Treasurer Exelon
Corporation and Vice President and Treasurer PECO Energy
Company
October 25, 2002
End of Filing