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 6, 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
Item 9. Regulation FD Disclosure On August 6, 2002, Exelon Corporation delivered to the Secretary of the Securities and Exchange Commission (SEC) certifications of its principal executive officer and principal financial officer, as required by SEC Order No. 4-460. Copies of the certifications are attached as Exhibits 99.1 and 99.2 to this report. Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, filed by John W. Rowe on August 6, 2002. 99.2 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings, filed by Ruth Ann M. Gillis on August 6, 2002. 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 /S/ Ruth Ann M. Gillis ----------------------------------- Ruth Ann M.Gillis Senior Vice President and Chief Financial Officer Exelon Corporation August 6, 2002
Exhibit 99.1

                                                                   [Exelon Logo]
Exelon Corporation                          www.exeloncorp.com
P.O.Box 805398
Chicago, IL 60680-5398

August 6, 2002

Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street N.W.
Washington D.C. 20549

             Statement Under Oath of Principal Executive Officer and
          Principal Financial Officer Regarding Facts and Circumstances
                        Relating to Exchange Act Filings

I, John W. Rowe, state and attest that:


      (1) To the best of my knowledge, based upon a review of the covered
      reports of Exelon Corporation, and, except as corrected or supplemented in
      a subsequent covered report:

          o    no covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed); and

          o    no covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials, as of the date
               on which it was filed).


      (2) I have reviewed the contents of this statement with the Company's
      audit committee.


      (3) In this statement under oath, each of the following, if filed on or
      before the date of this statement, is a "covered report":

          o    The Annual Report on Form 10-K for the fiscal year ended December
               31, 2001 of Exelon Corporation;

          o    all reports on Form 10-Q, all reports on Form 8-K and all
               definitive proxy materials of Exelon Corporation filed with the
               Commission subsequent to the filing of the Form 10-K identified
               above; and

          o    any amendments to any of the foregoing.

      /s/ John W. Rowe
      -----------------
      John W. Rowe                      Subscribed and sworn to
      August 6, 2002                    before me this 6th day of
                                        August 2002.


                                        /s/ Mary L. Kwilos
                                        ------------------------
                                        Notary Public


                                        My Commission Expires: 10/26/05



Exhibit 99.2

                                                                   [Exelon Logo]
Exelon Corporation                          www.exeloncorp.com
P.O.Box 805398
Chicago, IL 60680-5398

August 6, 2002

Jonathan G. Katz
Secretary
Securities and Exchange Commission
     450 Fifth Street N.W.
Washington D.C. 20549

             Statement Under Oath of Principal Executive Officer and
         Principal Financial Officer Regarding Facts and Circumstances
                        Relating to Exchange Act Filings

I, Ruth Ann M. Gillis, state and attest that:


      (1) To the best of my knowledge, based upon a review of the covered
      reports of Exelon Corporation, and, except as corrected or supplemented in
      a subsequent covered report:

          o    no covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed); and

          o    no covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials, as of the date
               on which it was filed).


      (2) I have reviewed the contents of this statement with the Company's
      audit committee.


      (3) In this statement under oath, each of the following, if filed on or
      before the date of this statement, is a "covered report":

          o    The Annual Report on Form 10-K for the fiscal year ended December
               31, 2001 of Exelon Corporation;

          o    all reports on Form 10-Q, all reports on Form 8-K and all
               definitive proxy materials of Exelon Corporation filed with the
               Commission subsequent to the filing of the Form 10-K identified
               above; and

          o    any amendments to any of the foregoing.

      /s/ Ruth Ann M. Gillis
      -----------------------
      Ruth Ann M. Gillis                   Subscribed and sworn to
      August 6, 2002                       before me this 6th day of
                                           August 2002.


                                           /s/ Mary L. Kwilos
                                           -----------------------
                                           Notary Public


                                           My Commission Expires: 10/26/05