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


                                 August 27, 2001
                                (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) 394-4321

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 August 27, 2001, Commonwealth Edison Company ("ComEd") and several other
utilities filed a business plan with the Federal Energy Regulatory Commission
("FERC") describing the creation of Alliance Transmission Company, LLC
("Alliance Transco") as an independent, for-profit transmission company. The
companies involved in the Alliance Regional Transmission Organization (the
"Alliance Companies") consist of Ameren Corporation, American Electric Power,
ComEd, Consumers Energy/Michigan Electric Transmission Company, Dayton Power &
Light Company, The Detroit Edison Company/International Transmission Company,
Dominion Virginia Electric Power Company, FirstEnergy Corporation, Illinois
Power Company, and Northern Indiana Public Service Company--a subsidiary of
Nisource Inc. A copy of the press release that the Alliance Companies issued
regarding the filing is attached hereto as Exhibit 99.

In connection with the process leading to the FERC filing, ComEd issued a
non-binding declaration of intent to divest to Alliance Transco transmission
facilities that have a net book value in excess of $1 billion. That declaration
is subject to a number of conditions, including reaching agreement as to the
price and consideration for the facilities to be transferred, negotiation and
execution of acceptable agreements with respect to the divestiture,
authorization of the Boards of Directors of Exelon Corporation, ComEd's parent
corporation ("Exelon"), and ComEd, confirmation that National Grid USA
("National Grid") or one of its affiliates will have the contractual right to
manage the operations of Alliance Transco and will make substantial capital
contributions to the Alliance Transco, and receipt of applicable regulatory
approvals and third party consents.

As part of its declaration of intent to divest, ComEd entered into a non-binding
memorandum of understanding with National Grid. The memorandum sets forth
general principles relating to the divestiture and Alliance Transco as a basis
for further discussion. It also notes that the exact amount and form of the
consideration that ComEd would receive as part of any divestiture of its
transmission facilities to Alliance Transco will be determined following further
discussion and analysis of valuation, available cash and tax considerations.
Among other conditions, the memorandum is subject to the negotiation and
execution of acceptable agreements and approval by the Boards of Directors of
Exelon, ComEd and National Grid.

There can be no assurances as to whether or when a divestiture of ComEd's
transmission facilities might take place. This report and the attached press
release contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
regarding the possible divestiture of ComEd's transmission facilities and the
formation of the Alliance Transco are subject to risks and uncertainties. The
failure to obtain required regulatory approvals or to reach the necessary
definitive agreements could result in the transactions described being delayed
or failing to occur. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Exelon and ComEd undertake no obligation to publicly release any revision to
these forward-looking statements to reflect events or circumstances that may
occur after the date of this report.




EXHIBIT INDEX

Exhibit Number      Description of Exhibit
- --------------      ----------------------

99                  Press release issued by the Alliance Companies on August 28,
                    2001




                                   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

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



August 28, 2001

                                                                      Exhibit 99

                                        Aug. 28, 2001
     Media Contacts:

     Ameren:                            Detroit Edison:
     Susan Gallagher                    Lorie Kessler
     (314) 554-2175                     (313) 235-8807

     American Electric Power:           Dominion Virginia Power:
     David Hagelin                      Irene Cimino
     (614) 223-1938                     (804) 771-6115

     Commonwealth Edison:               FirstEnergy Corp.:
     Tabrina Davis                      Ellen Raines
     (312) 394-3500                     (330) 384-5808

     Consumers Energy:                  Illinois Power:
     Charles MacInnis                   Shirley Swarthout
     (517) 788-2396                     (217) 424-6400

     Dayton Power & Light:              NiSource Inc.:
     Greg Shields                       Bill Keegan
     (937) 258-4930                     (219) 647-6203

FERC FILINGS PAVE WAY FOR ALLIANCE REGIONAL TRANSMISSION ORGANIZATION TO BECOME
AN INDEPENDENT FOR-PROFIT TRANSCO

     A business plan was filed yesterday with the Federal Energy Regulatory
Commission (FERC) that paves the way for creation of a for-profit, separately
chartered transmission company--Alliance Transco. If accepted by the FERC, this
would allow for establishment of the Alliance Regional Transmission Organization
(Alliance RTO) as an entirely independent entity. The plan calls for National
Grid USA to become Managing Member of Alliance Transco. National Grid's
assumption of the role of Managing Member is subject to issuance by the FERC of
an order determining that National Grid is qualified as a non-market participant
to be the Managing Member and subject to negotiation and execution of definitive
documents. In Order No. 2000, the FERC called for the formation of regional
transmission organizations to promote the creation of large electricity markets
and to provide reliable, cost-efficient service to customers.

                                   -- more --



(2)

     Alliance RTO is expected to be a for-profit transmission-only company --
the first transmission organization of its kind in the United States to fulfill
the FERC's enhanced transmission initiatives set forth in Order No. 2000.

     Eight of 10 Alliance Companies (the concurring Alliance Companies) have
entered into a letter of intent with National Grid to negotiate definitive
documents, through which National Grid would become the Managing Member of
Alliance Transco. The concurring Alliance Companies include Ameren Corporation,
American Electric Power, Commonwealth Edison, Consumers Energy/Michigan Electric
Transmission Company, Dayton Power & Light, FirstEnergy, Illinois Power and
Northern Indiana Public Service Company.

     As part of the business plan filed with the FERC, Commonwealth Edison
Company (ComEd) issued to the Alliance Companies a non-binding declaration of
intent to divest transmission facilities to Alliance Transco with a gross book
value exceeding $1 billion. The Alliance Companies previously agreed that in
order for Alliance Transco to be formed, declarations of intent to divest
transmission facilities with a gross book value of over $1 billion must be
delivered and approved by the Alliance Companies. ComEd's declaration satisfies
this condition.

     "The filing made today firmly establishes the basis for launching Alliance
Transco as a for-profit company, with a significant transmission asset base
achievable possibly within a year after start-up. These filings also are
consistent with the FERC's recent rulings that each regional transmission
organization establish an independent structure," said Stan Szwed, chairman of
the Alliance Companies' Management Committee and FirstEnergy vice president
responsible for transmission. "The concurring Alliance Companies strongly
support the petition of National Grid to be our Managing Member. National Grid
has an excellent track record for managing transmission assets effectively and
in a way that is responsive to ensuring reliable delivery of energy."

                                   -- more --


(3)

     It is anticipated that Alliance Transco will begin operations on Dec. 15,
2001. Regional transmission organizations are charged with ensuring that the
networks of high voltage transmission are efficient and reliable and treat
fairly the many competing market participants using them to move wholesale and
retail power. An RTO exercises functional control over the electric transmission
system within a region and provides transmission services to support competitive
power markets.

     The FERC has substantially approved the Alliance RTO through a series of
orders and in its latest order on July 12, required the Alliance Companies to
file by Aug. 27, 2001, a business plan detailing their plans for achieving
independence. The filing satisfies that obligation.

     The Alliance Companies consist of Ameren Corporation (NYSE: AEE), American
Electric Power (NYSE: AEP), Commonwealth Edison (NYSE: EXC), Consumers
Energy/Michigan Electric Transmission Company (NYSE: CMS); Dayton Power & Light
(NYSE: DPL), Detroit Edison/International Transmission Company (NYSE: DTE),
Dominion Virginia Power (NYSE: D), FirstEnergy (NYSE: FE), Illinois Power (NYSE:
DYN) and Northern Indiana Public Service Company - a subsidiary of NiSource Inc.
(NYSE:NI). The Alliance Companies operate in 11 states, stretching from Missouri
to Virginia, with approximately 57,100 miles of transmission lines, serving
approximately 41 million customers.

     National Grid USA is a wholly owned subsidiary of National Grid Group plc
(LSE:NGG and NYSE:NGG), an international, UK-based company that is a world
leader in the management of electricity delivery systems and the development of
telecommunications networks. National Grid Group's annual revenues exceed $5
billion ((pound)3.1 billion).

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