FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Moler, Elizabeth A.

2. Issuer Name and Ticker or Trading Symbol
Exelon Corporation (EXC)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Executive Vice President                          

(Last)      (First)     (Middle)

10 South Dearborn Street, 37th Floor
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Chicago, IL 60603

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

12/03/02

A

5,000

A

D

Common Stock

02/25/02

A

V

4,912⁽¹⁾

A

D

Common Stock

02/25/02

F

V

34

D

$49.67

14,584⁽²⁾

D

Common Stock (Deferred Shares)

9,825⁽³⁾

I

By Stock Deferral Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Deferred Comp. - Phantom Shares

1 for 1

Immediately

None

Common Stock

556

556⁽⁴⁾

D

NQ Stock Options 01-25-2000

$39.02

 ⁽⁵⁾

01/24/10

Common Stock

23,750

23,750

D

NQ Stock Options 10-20-2000

$59.50

 ⁽⁵⁾

10/19/10

Common Stock

63,000

63,000

D

NQ Stock Options 01-28-2002

$46.92

01/28/02

A

V

35,000

 ⁽⁵⁾

01/27/12

Common Stock

35,000

35,000

D

Explanation of Responses:

(1) On February 25, 2002, 4,912 shares were awarded pursuant to the Exelon Long Term Incentive Plan, 1/3 of these shares, or 1,637, were vested immediately but were deferred into the Stock Deferral Plan net of 34 shares withheld and sold to satisfy the tax liability.
(2) This figure includes 102 shares acquired through automatic dividend reinvestment.
(3) This figure includes 242 shares acquired through automatic dividend reinvestment as well as the 1,603 shares noted in (1) above.
(4) Represents phantom shares held in a multi-fund deferred compensation plan to be settled upon the reporting person's termination of employment for any reason on a 1:1 basis. Shares are acquired through regular periodic contributions and the reinvestment of dividend equivalents
(5) Stock o ptions vest in one-third increments on the first three anniversaries of the original date of grant (referenced in Column 1) and expire ten years from the original date of grant unless terminated earlier under the terms of the option plan or the grant.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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