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


                                February 26, 2004
                                (Date of earliest
                                 event reported)





                   Name of Registrant; State of Incorporation;   IRS Employer
 Commission 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) 394-7398





Item 5. Other Events

John W.  Rowe,  Chairman  and Chief  Executive  Officer  of  Exelon  Corporation
(Exelon),  has  established a structured,  prearranged  trading plan to exercise
stock options and sell the acquired  shares in accordance with Rule 10b5-1 under
the Securities  Exchange Act of 1934. Mr. Rowe holds options to acquire over 1.4
million Exelon shares.  He plans to exercise options to acquire 137,500 of those
shares over a ten-month  period  beginning in May 2004. The options were granted
to Mr.  Rowe six years  ago when he  became  the  Chairman  and Chief  Executive
Officer of Unicom Corporation, a predecessor of Exelon, in March 1998.

Under Exelon's stock  ownership  guidelines,  Mr. Rowe is required to own Exelon
stock or stock  equivalents  worth five times his base salary.  Mr. Rowe exceeds
this requirement by holding 165% of his stock ownership  requirement.  This will
not change after the exercise and sale of the options  under the plan  described
above.  Mr.  Rowe and his wife own over  5500  shares.  Mr.  Rowe also owns over
40,000  restricted  stock  units and over  140,000  shares or share  equivalents
deferred until he retires. The plan is being established to diversify Mr. Rowe's
holdings in excess of his stock  ownership  requirement  in an orderly manner as
part of his estate and tax  planning  activities.  It was  initiated  during the
company's open window period for insider transactions.

Rule 10b5-1  permits the  implementation  of a written plan for selling stock at
times when insiders are not in possession of material nonpublic  information and
allows them to sell stock on a regular basis and in a  nondiscretionary  manner,
regardless of any subsequent material nonpublic information they receive.








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



February 26, 2004