|August 17, 2022|
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
|Re:||Exelon Corporation (the “Company”), Registration Statement on Form S-4, Filed August 3, 2022, File No. 333-266488|
We respectfully request that the Commission, acting pursuant to Section 8(a) of the Securities Act of 1933, as amended, and pursuant to Rule 461(a) promulgated thereunder, enter an appropriate order declaring the above-captioned Registration Statement on Form S-4 effective as of 4:00 p.m., August 19, 2022, or as soon thereafter as practicable.
In connection with that request, the Company acknowledges: (i) that should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please direct any questions regarding the Registration Statement or this request to Patrick Gillard of Ballard Spahr LLP at (215) 864-8536.
|/s/ Elizabeth Hensen|
|Elizabeth Hensen, Esq.|
|Assistant General Counsel|
cc: Patrick R. Gillard, Esq.