SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

Three-year period ending December 31, 2004.

FORM U-12(I)-B (THREE-YEAR STATEMENT)

Statement Pursuant to Section 12(i) of the Public Utility Holding Company Act of
1935,  as  Amended  ("PUHCA"),  and Rule 71  thereunder  by a  Person  Regularly
Employed or Retained by a Registered Holding Company or a Subsidiary Thereof and
Whose Employment Contemplates only Routine Expenses as Specified in Rule 71(b)


1.  Name and business address of person filing statement.

     Heller Ehrman White & McAuliffe,  LLP ("HEWM"),  1666 K Street,  Suite 300,
Washington, D.C. 20006-1288 and 701 Fifth Avenue, Suite 6100, Seattle, WA 98104.
HEWM has  additional  offices that may provide  services to Exelon  Corporation,
Commonwealth  Edison, or its subsidiaries covered by Section 12(i) of the Public
Utility Holding Company Act of 1935.


2. Names and  business  addresses of any persons  through  whom the  undersigned
proposes to act in matters  included within the exemption  provided by paragraph
(b) of Rule 71.

     Stan Berman and other attorneys at HEWM


3. Registered holding company and subsidiary  companies by which the undersigned
is regularly employed or retained.

         Exelon Corporation,
         Commonwealth Edison Company,
         and other Exelon subsidiaries


4. Position or  relationship in which the undersigned is employed or retained by
Exelon Corporation or its subsidiary companies,  and brief description of nature
of services to be rendered in that capacity.

     Attorneys;   provide  legal  counsel  and   representation   in  regulatory
proceedings before the Federal Energy Regulatory Commission.


5. (a)  Compensation  received  during  the  current  year and  estimated  to be
received  over the next two  calendar  years  by the  undersigned,  directly  or
indirectly, for services rendered by the undersigned, from each of the companies
designated in item 3.

         Salary or other compensation:

                              to be               Person or company from
Name of         received      received            whom received or
recipient         (a)           (b)               to be received
- ---------       --------      --------------      ------------------------------

HEWM                          See 5(b) below      Exelon Corporation,
                                                  Commonwealth Edison Company,
                                                  and other Exelon subsidiaries

(b) Basis for compensation if other than salary.

     hourly fees and disbursements


6. (to be answered in supplementary  statement only. See instructions.) Expenses
incurred  by the  undersigned  or other  person  in item 2,  above,  during  the
calendar year in connection with activities  described in item 4, above, and the
source or sources of reimbursement for same.

        (a)     Total amount of routine expenses cahrged to client:
        (b)     Itemized list of all other expenses:



July 1, 2002                         /s/ Stan Berman
- -------------------------            ------------------------------------
Date                                     Stan Berman