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


                                 April 27, 2004
                                (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 5. Other Events

On April 27, 2004, Exelon Corporation (Exelon) announced the declaration of a
quarterly dividend and an equity plan share repurchase program. The news release
is attached to this report as Exhibit 99.

Certain of the matters discussed in this Report are forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995, 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 factors discussed herein, as well as the items
discussed in (a) the Registrants' 2003 Annual Report on Form 10-K - ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Business Outlook and the Challenges in Managing Our Business for
each of Exelon, Commonwealth Edison Company (ComEd), PECO Energy Company (PECO)
and Exelon Generation Company, LLC (Generation) (b) the Registrants' 2003 Annual
Report on Form 10-K - ITEM 8. Financial Statements and Supplementary Data:
Exelon - Note 19, ComEd - Note 15, PECO - Note 14 and Generation - Note 13 and
(c) other factors discussed in filings with the United States Securities and
Exchange Commission (SEC) 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 undertakes 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

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



April 27, 2004

                                                                      Exhibit 99

                                                                   [EXELON LOGO]
- --------------------------------------------------------------------------------
News Release


From:      Exelon                                          FOR IMMEDIATE RELEASE
           Corporate Communications                        April 27, 2004
           P.O. Box 805379 Chicago, IL 60680-5379

Contact:   Jennifer Medley, Media Relations
           312.394.7189
           Michael Metzner, Investor Relations
           312.394.7696

                  Exelon Corporation Declares Regular Dividend,
                 Announces Equity Plan Share Repurchase Program

Chicago (April 27, 2004) -- The Board of Directors of Exelon Corporation today
declared a regular quarterly dividend of $0.275 per share ($0.55 on a pre-split
basis) on Exelon's common stock. The dividend is payable on June 10, 2004, to
shareholders of record of Exelon at 5:00 p.m. EDT on May 15, 2004.

Exelon's Board also approved a share repurchase program. Exelon intends to use
proceeds from stock option exercises and the company's Employee Stock Purchase
Plan (ESPP) in 2004 and beyond to buy back shares in order to partially offset
dilution. The repurchases will be made periodically in the open market as
determined by management.

"Since the time of the Unicom/PECO merger in October 2000 through the end of
2003, Exelon's stock price was up more than 11 percent, outperforming the
Philadelphia Utility Index by more than 25 percent and the S&P 500 by more than
30 percent," said John W. Rowe, Exelon chairman and CEO. "But despite our strong
share price, we continue to believe that we are undervalued relative to our
peers. The share repurchase program is an investment in Exelon's future and will
enhance shareholder value."

Earlier this year, Exelon announced a 2-for-1 stock split. Shareholders of
record at the close of business on April 19, 2004 will be issued one additional
share of Exelon common stock for each share owned as of that date. The
additional shares resulting from the split will be issued in book-entry form on
or about May 5, 2004. The quarterly dividend of $0.275 per share will be paid on
a post-split basis.


                                       ###



    ExelonCorporation is one of the nation's largest electric utilities with
     approximately 5.1 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




Page 2


       in the Midwest and Mid-Atlantic. Exelon distributes electricity to
  approximately 5.1 million customers in northern Illinois and Pennsylvania and
     gas to more than 460,000 customers in the Philadelphia area. Exelon is
      headquartered in Chicago and trades on the NYSE under the ticker EXC.