SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                    Three Year Period ending January 30, 2008

                    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 persons filing statement.

         Heller  Ehrman White & McAuliffe LLP ("HEWM"),  1666 K Street,  N.W.,
Suite  300,  Washington,  D.C.  20006-1228  and 701 Fifth  Avenue,  Suite  6100,
Seattle,  WA 98104.  HEWM has  additional  offices that may provide  services to
Exelon  Corporation,  Commonwealth  Edison  Company,  PECO Energy Company 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, Becky Bruner, Paul Mohler 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,  PECO Energy 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,  federal appellate
courts, and other matters.

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 to be
Recipient          (a)           (b)              received

HEWM                           See 5(b) below     Exelon Corporation,
                                                  Commonwealth Edison Company,
                                                  PECO Energy Company,
                                                  and other Exelon Subsidiaries

(b) Basis for compensation if other than salary.

     hourly fees and disbursements

6. 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 charged to client:

                           See  Exhibit  A,   submitted   under  a  request  for
confidential treatment.

(b) Itemized list of all other expenses:

                           No other expenses.

January 21, 2005                                    /s/ Paul Mohler
Date                                                Paul Mohler