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                                  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



                                December 19, 2000
                                (Date of earliest
                                 event reported)



                               EXELON CORPORATION
             (Exact name of registrant as specified in its charter)




        PENNSYLVANIA                   1-16169             23-2990190
(State or other jurisdiction  (Commission File Number)    (IRS Employer
      of incorporation)                                    Identification No.)



                      37th Floor, 10 South Dearborn Street
                             Post Office Box A-3005
                          Chicago, Illinois 60690-3005
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (312) 394-4321


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Item 5.  Other Events.

On December 19, 2000, Exelon Corporation issued the following press release:

EXELON COMPLETES ACQUISITION OF 49.9% OF SITHE

Chicago and New York,  December 18, 2000 - Exelon  Corporation  [NYSE:  EXC] and
Sithe  Energies,  Inc.  announced  today the  successful  completion of Exelon's
acquisition of 49.9% of the stock of Sithe. The remaining 50.1% of Sithe will be
owned by Vivendi (34%), Marubeni Corp. (15%) and Sithe management (1%).

The  completion  of the  acquisition  finalizes  an August 11,  2000  definitive
agreement  in which PECO  Energy  Company  agreed to  purchase  49.9% of Sithe's
assets in North  America,  including  its  domestic  marketing  and  development
businesses, for $682 million.

PECO Energy  merged with Unicom  Corporation  on October 20, 2000 to form Exelon
Corporation.

Under  the  terms of the  agreement,  Exelon  has the  option  to  purchase  the
remaining 50.1% of Sithe within two to five years at a price based on prevailing
market conditions when the purchase option is exercised.

Jerry Rainey, senior vice president, Exelon Generation,  said, "We view Sithe as
a world class operation whose generation assets will be vitally important to our
portfolio. Equally important is the value Sithe employees will bring to Exelon."

William Kriegel,  chairman and chief executive  officer of Sithe said, "This new
association  with Exelon  provides Sithe with the opportunity to capitalize more
fully on the talents and  capabilities  we have  developed  in our 15 years as a
leading  independent power producer.  In addition to the fine reputation we have
earned as project developers, financiers and operators, we have put into place a
strong power  marketing  and trading  capability  to take full  advantage of the
opportunities in the merchant business."

Kriegel and Rainey said Exelon and Sithe will continue to operate independently,
with continuous communication and cooperation between the two companies.

Exelon   estimates  that  the  initial   investment  in  Sithe  will  contribute
approximately $0.01 per share to its consolidated  earnings in 2001 and 2002. If
Exelon were to purchase  the  remaining  50.1% of Sithe at the  beginning of the
option period, Exelon anticipates the transaction would contribute approximately
$0.15 per share to its annual consolidated earnings.

The full  purchase of Sithe's  10,000  megawatts  (mw) would  increase  Exelon's
national  generation  footprint  to 46,500  mw,  making  it one of the  nation's
largest generating companies.





In North  America,  Sithe  presently  owns  and  operates  27  power  generation
facilities with approximately 3,800 mw of net merchant generating  capacity.  It
has 11 facilities under construction with an estimated capacity of 2,500 mw, and
approximately  3,700 mw of  generation  capacity  in various  stages of advanced
development.

Sithe,  founded in 1985 and  headquartered  in New York City,  has an  extensive
portfolio of projects in operation, under construction, or in active development
worldwide.  Sithe's North American  generation  assets are primarily  located in
Massachusetts  and New York, but also include  facilities in  Pennsylvania,  New
Jersey, California, Colorado, Idaho and North Carolina, Canada and Mexico.

Exelon  Corporation was formed from the merger of PECO Energy Company and Unicom
Corporation on October 20, 2000.  Exelon is one of the nation's largest electric
utilities with approximately five million customers and more than $12 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  and is the largest nuclear operator in the United
States.  Exelon  distributes  electricity and gas to approximately  five million
customers  in Illinois and  Pennsylvania.  The company also has holdings in such
competitive businesses as energy,  infrastructure services,  energy services and
telecommunications.  Exelon is  headquartered  in Chicago and trades on the NYSE
under the ticker EXC.

FORWARD LOOKING LANGUAGE

This  document  contains  forward-looking  statements  within the meaning of the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995. These statements are based on management's current expectations or beliefs
and are subject to a number of factors and uncertainties that could cause actual
results  to  differ  materially  from  those  described  in the  forward-looking
statements.  The following factors,  among others, could cause actual results to
differ  materially  from  those  described  in the  forward-looking  statements:
acquisition  related risks,  inability to further identify,  develop and achieve
success for new products,  services and technologies;  increased competition and
its  effect  on  pricing,  spending,  third-party  relationships  and  revenues;
inability to establish and maintain  relationships  with commerce,  advertising,
marketing, technology, and content providers.

Investors  and  security  holders  are  urged  to  read  Vivendi's  Registration
Statement on Amendment  No. 1 to Form 20-F,  the Vivendi  Universal  joint proxy
statement/prospectus  and  other  documents  filed  by  Vivendi  with  the  U.S.
Securities and Exchange  Commission at the Commission's web site at www.sec.gov.
These documents may also be obtained for free from Vivendi.







                                   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 M. Gillis
                                             ------------------------------
                                             Principal Financial Officer



December 19, 2000