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


                               September 19, 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) 394-7398

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







Item 5. Other Events


On August 27, 2002,  Commonwealth Edison Company (ComEd) received a Letter Order
from the Deputy  Executive  Director and Chief  Accountant of the Federal Energy
Regulatory Commission (FERC) directing ComEd to remove from its books the amount
of goodwill  associated with the generating assets and power marketing  business
that ComEd transferred in January 2001 as part of an Exelon Corporation (Exelon)
corporate  restructuring  to separate  generation  assets from  transmission and
distribution  assets.  The Letter Order also stated that the FERC Staff had been
informed by the SEC Staff that the matter was under review. The Letter Order was
in  response  to a request  made by ComEd in July 2001 for  approval  by FERC of
accounting entries related to that corporate restructuring.

Since  receiving the letter,  representatives  of Exelon and ComEd have provided
information to the FERC as well as to the Office of the Chief  Accountant of the
Securities and Exchange Commission (SEC). While the matter is still under review
by the FERC, Exelon and ComEd understand that the Office of the Chief Accountant
of the SEC will  not  object  to the  accounting  treatment  for  goodwill  that
resulted from the application of purchase accounting with respect to the October
2000 merger and the subsequent  January 2001  restructuring.  The accounting for
the restructuring  reflected the attribution of goodwill to the transmission and
distribution  business of ComEd. No further  proceedings at the SEC are required
with respect to this matter.

For additional information, see Exelon's and ComEd's Current Reports on Form 8-K
dated August 27, 2002 and September 3, 2002.



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  Corporation and Commonwealth
Edison Company (Registrants).  Economic, business, competitive and/or regulatory
factors affecting  Registrant'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  2001 Annual  Report and those
discussed  in "Risk  Factors"  and  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of  Operations" in Exelon  Generation  Company,
LLC's  Registration  Statement  on Form S-4,  Reg.  No.  333-85496.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak  only as of the date of this  report.  Registrants  do 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
registrants  have duly caused  this  report to be signed on their  behalf by the
undersigned hereunto duly authorized.




                             EXELON CORPORATION
                             COMMONWEALTH EDISON COMPANY


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


September 19, 2002