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


                                  March 7, 2003
                                (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
333-85496                  EXELON GENERATION COMPANY, LLC                               23-3064219
                           (a Pennsylvania limited liability company)
                           300 Exelon Way
                           Kennett Square, Pennsylvania 19348
                           (610) 765-6900








Item 5. Other Events

On March 7,  2003,  Exelon  Corporation  issued a news  release  announcing  its
decision not to sell its interest in AmerGen Energy Co. LLC. The news release is
attached to this Report as Exhibit 99.

This  combined  Form 8-K is being filed  separately  by Exelon  Corporation  and
Exelon  Generation  Company,  LLC  (Registrants).  Information  contained herein
relating to any individual  registrant has been filed by such  registrant on its
own behalf. No registrant makes any representation as to information relating to
any other registrant.

Except for the historical  information contained herein,  certain of the matters
discussed  in this  Report are  forward-looking  statements  that are subject to
risks and  uncertainties.  The factors that could cause actual results to differ
materially  from the  forward-looking  statements  made by a registrant  include
those discussed  herein as well as those discussed in  "Management's  Discussion
and Analysis of Financial Condition and Results of Operations--Business  Outlook
and the  Challenges  in  Managing  Our  Business"  and  Note 19 of the  Notes to
Consolidated  Financial  Statements in Exelon  Corporation's 2002 Annual Report,
those discussed in "Risk Factors" and  "Management's  Discussion and Analysis of
Financial  Condition and Results of  Operations" in Exelon  Generation  Company,
LLC's  Registration  Statement on Form S-4, Reg. No. 333-85496 and other factors
discussed  in  filings  with  the  Securities  and  Exchange  Commission  by the
Registrants.  Readers  are  cautioned  not to  place  undue  reliance  on  these
forward-looking statements, which apply only as of the date of this Report. None
of the Registrants  undertake any obligation to publicly release any revision to
its forward-looking statements to reflect events or circumstances after the date
of this Report.





                                   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
                                            EXELON GENERATION COMPANY, LLC


                                            /S/  Robert S. Shapard
                                            Robert S. Shapard
                                            Executive Vice President and
                                            Chief Financial Officer
                                            Exelon Corporation


March 7, 2003

                                                                      Exhibit 99



                                                                   [EXELON LOGO]
- --------------------------------------------------------------------------------

News Release

From:      Exelon Corporation                            For Immediate Release
           Corporate Communications                      ---------------------
           P.O. Box 805379
           Chicago, IL  60680-5379

Contact:   Craig Nesbit, 630.657.4208
           Don Kirchoffner, 312.394.3001

Exelon Rejects All Offers on Purchase of AmerGen, No Longer Intends to Sell

(Chicago)  March 7, 2003 -- Exelon  Generation  Company and British  Energy have
agreed to reject all offers for the  purchase  of AmerGen  Energy Co. LLC and to
terminate the auction process, the two companies announced today.

Both  parties  reviewed  the bids and  concluded  none were  adequate.  With the
rejection  of these  offers,  Exelon no longer  intends to sell its  interest in
AmerGen.  When Exelon  announced it would undertake the exploratory sale process
on Sept. 4, 2002, it indicated  that it would  consider  selling its  50-percent
share of  AmerGen  only at the right  price.  With the  termination  of the sale
process,  Exelon has decided to continue its investment in AmerGen and the three
AmerGen  plants  will  continue  to operate as they have to date,  with a strong
commitment to safety and operational excellence.

Exelon and  British  Energy  each owns half of  AmerGen,  which  consists of the
Clinton  Power  Station  in central  Illinois,  Three  Mile  Island  Unit 1 near
Harrisburg,  Pa.,  and the  Oyster  Creek  Generating  Station on the New Jersey
shore. The three single-unit plants have a total capacity of approximately 2,500
megawatts.

AmerGen was formed in 1997 as a joint  venture  between PECO Energy  Company and
British Energy. PECO merged with Unicom of Chicago in 2000 to form Exelon.





                                       ###
    Exelon Corporation is one of the nation's largest electric utilities with
      approximately 5 million customers and more than $15 billion in annual
      revenues. The company has one of the industry's largest portfolios of
  electricity generation capacity, with a nationwide reach and strong positions
       in the Midwest and Mid-Atlantic. Exelon distributes electricity to
 approximately 5 million customers in Illinois and Pennsylvania and gas to more
 than 440,000 customers in the Philadelphia area. The company also has holdings
       in such competitive businesses as energy, infrastructure services,
       energy services and telecommunications. Exelon is headquartered in
              Chicago and trades on the NYSE under the ticker EXC.