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


                                  July 24, 2001
                                (Date of earliest
                                 event reported)


Commission         Name of Registrant; State of Incorporation;    IRS Employer
File               Address of Principal Executive Offices;        Identification
Number             and Telephone Number                           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) 394-4321

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 July 25, 2001, Exelon Corporation (Exelon) Co-CEO and President John W. Rowe
testified before the U.S. Senate Energy and Natural Resources Committee
(Committee) on the need for Congress to enact legislation to enhance the
efficiency and competitiveness of the nation's electricity markets. During his
testimony, Mr. Rowe was questioned by members of the Committee about regional
transmission organizations (RTOs). Mr. Rowe stated that Exelon is committed to
the success of RTOs and supports large-scale RTOs. He stated that on July 24,
2001, the Exelon Board of Directors had authorized the exploration of a possible
divestiture of Commonwealth Edison Company's (ComEd) transmission system in
connection with ComEd's evaluation of its participation options in the formation
of the Alliance Regional Transmission Organization (Alliance). The participation
options include divestiture in exchange for passive equity interests or cash, or
both, as well as leasing or a management-type arrangement. Exelon and ComEd have
made no decision to divest ComEd's transmission assets. Any such divestiture
would be subject to reaching an agreement on satisfactory terms with the
Alliance or a qualified purchaser, applicable regulatory and third party
approvals, and Exelon and ComEd board approval.

The Alliance is being established by utilities generally east of ComEd in
response to the regional transmission organization directives issued by the
Federal Energy Regulatory Commission in its Order No. 2000. Exelon and ComEd are
committed to the success of the Alliance as a financially viable company
operating independently and in compliance with all FERC and other regulatory
requirements.






                                   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
                                       COMMONWEALTH EDISON COMPANY

                                       By /s/ Randall E. Mehrberg
                                       ------------------------------
                                       Randall E. Mehrberg
                                       Senior Vice President and General Counsel
                                        - Exelon Corporation


July 26, 2001