Exhibit 99.2

Transcription of Exelon's April 29, 2003 Conference Call

The information  contained herein is a textual  representation  of the April 29,
2003 Exelon first quarter 2003 earnings  conference  call. There may be material
errors,  omissions  or  inaccuracies  in the  reporting of the  conference  call
described below. This transcript has been derived from audio sources.  The audio
conference  call should be considered the ultimate  source of this content.  The
call will be archived on Exelon's web site:  www.exeloncorp.com.  (Please select
the Investor  Relations page.) Telephone replays will be available until May 16.
The U.S.  call-in  number for  replays  is  877/519-4471  and the  international
call-in number is 973/341-3080. The confirmation code is 3851095.



THE OPERATOR


Good morning  ladies and gentlemen and welcome to the Exelon  Corporation  First
Quarter Earnings Conference Call. At this time all participates have been placed
on a listen  only mode and the floor will be open for your  questions  following
the  presentation.  It now my pleasure to turn the floor to your host Ms.  Linda
Byus. Linda, the floor is yours.



MS. LINDA BYUS


Thank you.  Good  morning and welcome to the  Exelon's  first  quarter  earnings
review and update  conference call.  Thank you for joining us this morning.  You
should have  received the copy of our earnings  release late  yesterday.  If you
haven't  received  it the  release is  available  on the Exelon  website at www.
Exelon Corp.com or you can call Espi Gonzales at  312-394-5740  and she will fax
or email the release to you.  This call is being  recorded and will be available
afternoon  today  through  May 16 by  dialing  877-549-4471.  The  international
calling number is 973-341-3080.  The confirmation code is 3851095.  In addition,
the call  will be  archived  on the  Exelon  website.  Before  we begin  today's
discussion,  let me remind you that the earning release and the other matters we
may discuss in today's call may contain forward-looking  statement and estimates
that are subject to various  risks and  uncertainties.  Please  refer to our SEC
filings  for  discussions  and  factors  that may cause  results to differ  from
management  projections,  forecast,  and expectations.  If you have reviewed our
earnings  release you've already seen a change in our  presentation  of earnings
information consistent with regulation to use of non-GAAP financial measures. In
our press  release  and during  this call we will  discuss  pro forma  operating
results that excludes specific non-operational items such as accounting changes,
regulatory changes or items that we view as one time items. We believe these pro
forma results are  representative  of the underling  operational  results of the
company. In our earnings release, which is available on our website will provide
a reconciliation of the differences between GAAP results and pro forma operating
results.  With me today are John Rowe Chairman and CEO,  Oliver  Kingsley Senior
Executive  Vice  President and Bob Shapard  Executive  Vice  President and Chief
Financial  Officer.  We also have Ian McLean  President  of Power Team and Barry
Mitchell  Senior Vice President and Treasurer  along with a number of our senior
management team available to answer your question. We have scheduled an hour for
this  call.  We  have  large  material  to  cover  this  morning  and we want to
(indiscernible) time for question.  Robert will begin with a brief discussion of
our first quarter results.


- ---------------------------------------------

MR ROBERT SHAPARD


Thanks  Linda and good  morning  everyone.  Well  given the  problem we had this
morning you should be relieved we are not in the telecommunications  systems. We
released  earnings last night for Exelon  Corporation  first quarter result $361
million or $1.11 per diluted share. Reported number includes the one-time items.
It includes the $112 million  after tax increase in earnings for the adoption of
FAS-143,  which I will  describe  in a minute.  A $17  million  after tax charge
resulting from the first quarter Commonwealth Edison regulatory settlement.  And
during the quarter we also took a one-time  $130  million  after tax charge with
the impairment of our investment Sithe Energies.  Operating  earnings  excluding
these 3 items were $397 million or $1.22.  This  compares with 250 million or 77
cents  per  share in the prior  years  quarter.  We have a lot of things to talk
about today so I am not going to go through the  earnings  release in detail.  I
will just  simply  give you some color you can cover  details in the Q&A. We had
colder  weather  in both  ComEd and PECO  service  territories  during the first
quarter  compared with last year.  Exelon  consolidated  colder weather  boosted
earnings by about 15 cents a share. For Energy Delivery, we estimate that colder
weather  provided  about 14 cents and about a penny at Genco  compared to normal
weather.  Our weather for

                                                                               1


first  quarter `03 was 4 cents above  normal.  Now the analysis of the impact of
the weather is as much more art than science and over the last year our delivery
business has refined and made  adjustments  to the  calculation of the impact of
weather on earnings to improve the quality of these numbers. And because of some
of these  changes we have made in the analysis the year over year first  quarter
impact is about 4 cents less than it would have been under the old  methodology.
If you try to do that  reconciliation we could help you with that if you needed.
But most  relevant is the first  quarter of `03 is in fact 4 cents above what we
have seen to be normal  weather.  One of the single  largest  items of  earnings
improvement  this year over last was the increase in transition  charge revenues
or what we refer to as CTC revenue collected at ComEd. As you may recall ComEd's
CTC has adjusted  annually on June first of each year and the CTC or  transition
charge has an inversed  relationship  to the  wholesale  prices.  The whole sale
prices go down the CTC goes up with the period. Now last June when we last reset
the CTC, it was based on  relatively  low  wholesale  prices at the time.  Since
prices were relatively low at that time the CTC was reset higher.  So, the first
quarter  of this year,  we're  working  off that  higher CTC and as a result the
increase  in revenues in the first  quarter of this year or first  quarter  last
year was about $80 million as a result of the higher CTC about 15 cents a share.
We expect  that CTC to be reset in June and it is  likely it will go down  given
what prices have done. So, we think there will be some giveback in the remainder
of the year and I will talk  about  that.  As you saw in our press  release  the
final  impact  of the  adoption  of  FAS-143  which  relates  to  retirement  of
long-lived assets was substantially  different that what we earlier anticipated.
We earlier anticipated that large one-time gain perhaps 1.9 billion in the first
quarter  of this  year and in fact  with the  final  adoption  we  recognized  a
one-time  gain of  cumulative  effect  of only $112  million,  which was a small
obviously  and  reasonably  expected.  We are talking  taking a fairly early and
aggressive  approach to evaluate the impact of FAS-143  given the  complexity of
the issue and the large number of nuclear  plants we have. And in early April of
this  year upon  deliberations  with our  external  auditors  and the  financial
accounting  standard board our interpretation of the rule changed somewhat.  The
details of that will be in our 10-Q which will be filed later this week,  but to
briefly  describe you what  happened  FAS-143  essentially  restates the present
value of our decommissioning  liability. It is simply a timing issue. We have no
change in view of our ultimate  decommissioning  liability, but as of this point
in time, it restated that  liability down with the  anticipation  of recognizing
higher  liability going forward.  So, what we've done rather than take -- rather
than restate that down and take the difference through the income statement, our
new approach is to take that  reduction  in the  decommissioning  liability  and
reclassify  it to regulatory  liability.  Because in fact this is the end of the
life of these  units that we had excess  asset over the  liability.  It would be
refunded to customers. No, we don't think that will happen simply a timing issue
and  what we  account  for.  We  reclassified  the  portion  of  decommissioning
liability to a regulatory liability rather than take it to the income statement.

And we also as a result will not have to drag on earnings  going forward that we
originally  told you we would have.  Now we do have a small P&L impact this year
and what that simply is we stated these  liabilities as of January 1st of '01 at
the time of the merger. What we've now done is taken any decommissioning expense
recognized  from  January 1st '01 to today and reverse  that back to the P&L and
that's this $112  million.  We said we will not  recognize  the  decommissioning
expense  going  forward  through the P&L. So we simply  reverse  that expense in
January of '01 and going forward will not be a drag on earning. During the first
quarter we did recognize an  impairment  on investment in Sithe  Energies and we
are referring here to our 49.9 percent interest in Sithe Energies, not including
the assets which we purchased late last year. We considered a variety of factors
in the  decision  to record the  impairment  including  the  exploration  of the
possible  sale of  these  interest  and  discussions  ran in the  possible  sale
indicated  that the fair  value of the  investment  was below what we had on the
books.  So as such,  we've taken an  impairment  to  recognize  the $200 million
pretax  impairment and this impairment  reduces our book value in the investment
to $212  million on March 31st.  In the  earnings  release we do provide a great
deal of details  supporting  our  numbers.  I'll not go through that detail with
people.  We'll  certainly allow you to ask questions about it in the Q&A. I will
come back in a few  moment  and talk  about our  outlook  for 2003 based on this
first quarter, but for now I'll now turn over to John.


- ---------------------------------------------

MR. JOHN ROWE


Good  morning  everyone  and  I  apologize  for  delayed  communication  systems
(indiscernible).  As you know we finished in 2002, our second good year since we
closed the Unicom PECO merger. During that period we had provided average annual
earnings  per share  growth of 12 percent and raised our  dividend  twice for an
average range of 4.3 percent.  We have retired $1.2 billion of  transition  debt
and we financed $2.8 billion of other debt resulting in total  interest  expense
reduction of about $120 billion. These numbers do not include an additional more
than $1.7 billion of  refinancing  as Barry  Mitchell and his treasury group has
already  completed  in  2003.  Interest  rate  savings

                                                                               2


are one of the profit  opportunities  we have to help offset cost  increases  in
other areas. Under the leadership of all of Oliver Kingsley and Jack Skolds, our
nuclear fleet has achieved a 93.5 percent annual nuclear  capacity factor during
this period,  and in the first  quarter of 2003,  we were  slightly  better than
that.  With Pam Strobel's  leadership,  our energy  delivery system has improved
reliability by 26 percent in outage duration and 18 percent in outage  frequency
and  these  are  systemwide  numbers.  The  numbers  in  Northern  Illinois  are
significantly higher than that in terms of improvement and higher yet in Chicago
where we had our  problems  3.5 years  ago.  As all of you know,  because  we've
talked  about it many  times,  my prime  goal is how to see this  company be the
nation's  leader in  delivering  consistent,  reliable  earnings,  and  earnings
growth.   I  believe   consistency  is  the  hallmark  of  long-term  value  for
shareholders  and I have  been a  value-driven  CEO  since  long  before  it was
established.  In that context,  as you know, we have looked from time-to-time at
additional  merger and acquisition  opportunities  because we believe we were so
successful  in the Unicom and PECO merger.  But we have not yet seen and frankly
do not expect to see in the near future a large  opportunity that meets our very
stringent  requirements  that we get an accretive  transaction  and one that has
attractive return on capital.  So it becomes evermore obvious that the best ways
we have of delivering  consistent  earnings  growth,  earnings that will justify
higher  share value and higher  price  earnings  ratio is to focus on what we do
every day in an effort to improve the quality of our  earnings  and the level of
our cash flow.  As we  announced  about 3 months  ago,  our effort to do that is
called  Exelon  Way.  It is the next step in  bringing  this  company to explore
potential. As we promised today, we are going to start giving you some substance
underneath  the Exelon  Way  Concept.  But this is our key and  all-encompassing
effort  to  achieve  our  vision  of  becoming  the best  and most  consistently
profitable  electricity  and gas  company in the United  States.  The key to the
success of Exelon Way is getting  much higher  productivity.  That  doesn't mean
saving money by doing less work,  it means doing more work with less money.  And
when it comes to that, having the right people in the right places is absolutely
key. In a long and  increasingly  long career,  I have not seen anyone better at
finding this kind of productivity  than Oliver Kingsley whose  remarkable  work,
first with the ComEd Nuclear  Fleet and with the whole Exelon  Nuclear Fleet and
now  with all of  Exelon  Generation  is in my view  without  peer  and  without
parallel. Accordingly, last night I recommended to the Exelon Board Of Directors
and they unanimously accepted my recommendation that we elect Oliver Kingsley to
the position of President and Chief Operating Officer of Exelon Corporation.  In
this role,  he will  oversee both  generation  and energy  delivery.  He has the
mandate  of  continuing   the   consolidation,   continuing   the   productivity
improvement, continuing the commitment to world-class operation that he has done
so superbly in Exelon Generation.  I believe there is no one thing that I can do
that puts more  substance  in Exelon Way right now than to give Oliver  Kingsley
(indiscernible) as our new COO. We haven't forgotten the value of a whole lot of
other people either. First, Pam Strobel who has brought about major improvements
in delivery over the past several years was elected Executive Vice President and
Chief  Administrative  Officer  of  Exelon  Corporation.  She will  oversee  the
business services company,  which has the important  information  technology and
supply chain  initiative.  She will also oversee the  enterprise  group and help
George Gilmore with his effort to liquidate those investment, and she will serve
as chair of the Exelon  Corporate  strategy  committee.  We have made a group of
other  appointments  including  Mike Bemis to replace Pam as President of Exelon
Energy  Delivery,  John Young to replace Mike as President of Exelon Power,  Ken
Lawrence,  who has been the  Exelon  right arm in  Philadelphia  these  past two
years, was elected chairman.  Ken intends to retire on November 1st, and he will
be succeeded by Denis O'Brien,  and Frank Clark,  who has been my own right hand
here in Illinois in so many  things,  will  continue in his role as President of
ComEd.  So, I will now turn the ball over to the  person  that I have  chosen to
give you the reality in the Exelon Way, Oliver Kingsley.


- ---------------------------------------------

MR. OLIVER KINGSLEY


John said the Exelon Way is the next step in the  evolution of Exelon.  It keeps
the company moving forward to reach its full potential.  I am very happy to take
the leadership role in moving Exelon to the next level.  Improved integration of
operations and  consolidation  of support  functions are the first steps towards
achieving  our new  business  model.  The key  component  of the  Exelon  Way is
consolidating Commonwealth Edison and PECO operations into one functional energy
delivery unit while still  maintaining  the very strong  regional  presence that
each company enjoys today.  Serving our customers and keeping the lights on will
still  be our  primary  job.  This  consolidation  will  result  in  significant
efficiencies and process  improvement by lowering  operating cost and increasing
free cash flow. Another opportunity for significant savings is our supply chain.
Each year  Exelon's  spends over $2 billion  buying  resources,  materials,  and
equipment. Leveraging buying power of our system and using proven best practices
should result in savings between 5 and 10 percent of total spent.  Combining our
support functions including information systems,  human resources,  finance, and
communications  will allow us to derive  optimization and additional savings. We
are just  starting  to put meat on the  bone;  however,  we do have  significant

                                                                               3



benchmarking  behind our targets.  So, we announce this with a real plan. I will
give you some broad overview  numbers  today.  Our goal is 300 to 600 million of
cash  savings  annually.  In 2004,  savings will be toward the lower end of that
range.  Our 2004  goals of 150  million  reduction  in capital  spending  and an
additional 200 million pre-tax reduction in cash O&M expense. This results in an
after tax increase in free cash flow of $270 million in 2004.

By business unit, we expect about 60 percent of the capital  spending  reduction
to come from energy delivery. Remaining 40 percent will come from the generating
company  and  corporate.  On the O&M side,  half of the  savings  will come from
energy delivery. The quarter from Genco and the quarter from corporate and other
units.  In both 2005 and 2006, we expect a step up in both CAPEX and O&M expense
savings. By '06, we expect to be at or above $600 million in total cash savings.
I am excited about this opportunity;  we have to create value through the Exelon
Way. I am committed  to make this  initiative  successful.  Now Bob Shapard will
talk about the outlook for the balance of 2003.


- ---------------------------------------------

MR. ROBERT SHAPARD


Before I get back to 2003 let me just add my two  sentences  on Exelon Way. I do
believe will enable us to meet or exceed the 5 percent  annual  growth target we
have in  earnings.  And  critically  it  will  provide  us with  cash we need to
increase our balance sheet flexibility, which will allow us to successfully deal
with and handle any  transition  issues in  Illinois  in 2007.  So -- what do we
expect to see for the remainder of 2003, as we indicated in the press release we
are reaffirming our 2003 earnings guidance for the range of $4.80 to $5 a share.
Basically our strategy here is no surprises just keep delivering.  I don't think
we expect to see any surprise.  With one quarter down to three to go. We do have
some changes in assumptions reflecting first quarter results. Based on the final
adoption  of FAS-143,  we do not expect to drag on earnings in 2003  compared to
2002. Previously,  we had told you that we had $0.07 drag and now with the final
adoption  we  don't  expect  to see any  drag  there.  We also  told you that we
expected  Enterprises to break even this year,  which would result in a 16 cents
per share  improvement over the last year. In the first quarter  Enterprises did
report  about a 4 cents a share loss,  the loss  related  primarily to exiting a
supply  agreement with the retail business and write down of the venture capital
businesses  we do expect we could  loose a few more  pennies  this year.  So the
improvement in Enterprises  this year will be more like 10 cents rather than 16.
So not quite as good as we thought.  We did have a very strong first quarter, as
I indicated a good portion of that  improvement  came from increased CTC revenue
of about 15 cents a share.  We do expect to see the CTC reset  downward  in June
and  therefore  we expect to give  back most of that  variance  in the third and
fourth quarter of this year. So I think we can treat the 15 cents improvement in
CTC as simply as a timing difference and don't expect that to sustain during the
year. So as I walk through the guidance for full year 2003, as you will remember
we said that the  exercise of the options out of some of the Midwest  Generation
contracts will save us  approximately a $130 million this year compared to 2002.
We are still on schedule for that. The after tax benefit of that should be about
25 cents a share positive.  We also had told you to expect the Sithe  investment
to be  dilutive  in 2003 by about 20 cents a share.  We think it maybe  slightly
conservative,  but we still think  that's' a good number to use for the year. We
had also  indicated we will have 3 fewer  nuclear plant  refueling  outages this
year than last.  That will result in savings of about $60  million  pretax or 11
cents a share.  The net impact of increased  pension and benefit  expenses  this
year should increase  expense by about a $125 million or about 24 cents a share.
Again taking into account the results we expect from  Enterprise we expect to do
that 10 percent a share  improvement this year over the last. We continue to pay
down debt and  re-finance  debt and we are  expecting to see an  improvement  in
earnings  of about 13 cents a share this year from  reduced  interest  expenses.
With modest growth in Energy  Delivery  sales,  we expect to see another 5 to 10
cents  in  earnings  pick up from  that  modest  growth.  And we do  expect  the
annualization of some of last year's cost management initiatives and some of the
early ramp up benefits in Exelon Way to help us absorb  deflation  this year. So
the items I just  listed  to you above add up to 20 to 25 cents of net  positive
improvement  over the last year and last years  normalized  number was $4.75. So
based on this factors we are still quiet  comfortable with $4.80 to $5 range for
this year. As noted in the press release we do expect the second  quarter result
to be  between 21 percent  and 23 percent of our full year  earnings  per share.
With that we'd like to now turn it over to the operator to handle Q&A.


- ---------------------------------------------

THE OPERATOR

The floor is now open for question.



                                                                               4


(CALLER INSTRUCTIONS)

Paul Patterson of Glenrock Associates (phonetic).

- ---------------------------------------------

THE CALLER


I was  wondering,  if when you talk about your  savings  from the Exelon Way, is
that $200 million of cash O&M incremental to what your expenses will be in '03?


- ---------------------------------------------

COMPANY REPRESENTATIVE

It is.

- ---------------------------------------------

THE CALLER


And the second  question  I have for you,  how much debt do you -- debt and debt
equivalents  do you expect have by the end of '03  including  and  excluding the
stranded cost bond?


- ---------------------------------------------

COMPANY REPRESENTATIVE

Why do (indiscernible) Barry Mitchell, kindly answer that question.

- ---------------------------------------------

MR. BARRY MITCHELL


As John, indicated in his remark, we have done quite lot of refinancing but that
has been just that refinancing. So given the steady state I would expect debt to
remain about the same way, have about $15 billion debt, of which about 6 billion
represents  transition bonds, couple billion at ComEd about 4 billion at PECO to
the extent that we realize the  savings  with  respect to Exelon Way then one of
the key things we would be looking at is how we apply that cash to  continue  to
improve our balance sheet.


- ---------------------------------------------

THE CALLER


So Barry,  you'll still pay down transition  bonds this year, about 600 million,
other than that it's steady.


- ---------------------------------------------

MR. BARRY MITCHELL


Other than that it's steady  until we start  seeing  benefits  that might accrue
from Exelon Way.


- ---------------------------------------------

THE CALLER


And how much of that is short term or variable rate debt?

                                                                               5


- ---------------------------------------------

COMPANY REPRESENTATIVE


Well those, are two different things. We have a nominal target for floating rate
which would include  short-term debt of about 20 to 25 percent of total debt and
we are at probably at the lower end of that range right at the moment.


- ---------------------------------------------

THE CALLER

Thanks lot John.

- ---------------------------------------------

COMPANY REPRESENTATIVE


I would like to add one thing to that rather  Barry will correct if I over state
this but I think I have it right,  it is also the case  with if  things  went as
normal and we simply  accepted the Sithe put, we would be increasing the debt in
the corporate  family by around $1billion and the present time we have made very
substantial  progress  towards an agreement to arrange for the sale of the Sithe
interest that means basically everything outside New England and that will avoid
that billion dollar increment to debt. Did I say that accurately?


- ---------------------------------------------

MR. BARRY MITCHELL

Yes.

- ---------------------------------------------

COMPANY REPRESENTATIVE

Barry agreed so that's the other good news on the balance sheet.

- ---------------------------------------------

THE OPERATOR

Steven Fleishman of Merrill Lynch. Please state your question.

- ---------------------------------------------

THE CALLER


Couple of question. First, it sounds like the big picture of Exelon Way is a way
to continue to grow  earnings in cash flow through  balance sheet given that the
M&A environment may not provide any  opportunities  for sometime.  It seems like
there was comment tied in somewhat with the M&A environment?


- ---------------------------------------------

COMPANY REPRESENTATIVE


Well I don't  know if it's the M&A  environment,  it's just we get more and more
convinced the finding one that you are really sure is going to be accretive is a
lot of work and you can't do it quickly and if you try to do it quickly you make
a mistake and we don't want to make a mistake and we have decided this, the most
probable way of adding  value for all you folks,  the short term is just go work
on things that we absolutely  control and in this case it is our operations.  So
we want to remind  everybody that we are focusing on what we now have first, not
meant to be so

                                                                               6


much  a  commentary  on the  current  M&A  environment  compared  to  any  other
environment  it is meant to be a commentary  on that fact that doing really good
acquisitions is always hard and that's not our first priority.


- ---------------------------------------------

THE CALLER


Great, agreed. Second question is with respect to CAPEX spending levels for 2003
and 2004,  the number had been about 2 billion  and I assume with Exelon Way for
2004 the will like a billion 8 -- billion 8.50?


- ---------------------------------------------

COMPANY REPRESENTATIVE

That's the idea.

- ---------------------------------------------

THE CALLER

And as I understand  it that includes the money you are putting into the pension
fund, those numbers?

- ---------------------------------------------

COMPANY REPRESENTATIVE

Yes it does.

- ---------------------------------------------

THE CALLER


Okay that's great. And last specific  question on the earnings.  In the quarter,
it looked like you actually had a  mark-to-market  loss in the numbers.  Can you
explain what that was?


- ---------------------------------------------

COMPANY REPRESENTATIVE

I will let Ian McLean  explain  it, but it's about 30 million I believe,  and we
expect to recover it over the rest of the year.

- ---------------------------------------------

MR. IAN MCLEAN


We had a $31 million negative  mark-to-market in the first quarter this year. We
had a $7 million positive  mark-to-market  in the first quarter of last year. So
the  variance is actually 38 million  negative  year-over-year.  Now over the 31
million  mark-to-market  this year that is primarily  the majority of that is on
contracts  that will  expire  before  the end of the year.  So most of that will
reverse itself before the end of this year.


- ---------------------------------------------

THE CALLER

One last  question  for Ian.  I know in the  quarter  part of the  upside of the
better  priced power market was covered  through -- the  aggressive  hedging you
have been doing.  How does your hedging  position  look for kind of rest of this
year and next year relative to how it looked for Q4 and Q1 that we have seen?


                                                                               7


- ---------------------------------------------

MR. IAN MCLEAN


Yes our sort of  guideline  for  current  year in which -- you know the  current
financial year is somewhere around 80 to 95 percent hedged with 80 percent being
at the lower end of the  range.  I have to  qualify  that for you Steve  because
being hedged moves the moment the load changes or the fuel prices change.  It is
a range  rather  than a point  okay.  And given  the  change of plans -- sort of
change in  wholesale  power  markets and  creditworthy  counter  parties lack of
liquidity.  It has been pretty  difficult  to get the hedges that we want to get
off in all the regions,  we want to get off. We have tended to hedge more in PJM
than the other  regions  because we want to get to our  target,  and I would say
right now I don't know -- like we are 80 percent overall may be 85 percent.


- ---------------------------------------------

COMPANY REPRESENTATIVE


I think going forward we are fairly well hedged  across the total  portfolio for
the balance of the year, and we do see some uptick in wholesale power prices and
widening  spark spreads in the market.  We have  reflected  those in our current
guidance. So we don't have a big risk out there of unhedged power. Some of which
we have hedged at the current high prices.


- ---------------------------------------------

THE OPERATOR

Vick Gayden (ph) of Deutsche Asset Management (ph).

- ---------------------------------------------

THE CALLER

I guess you gave us a pretty ambitious or important goal about Exelon way. Would
you call  this to be a  stretch  goal or a  realistic  goal,  and  what  kind of
management incentives there might be to achieve those goals?

- ---------------------------------------------

COMPANY REPRESENTATIVE


I am not exactly sure Vick where we'll put the  incentive.  You can be sure that
target  will not be lower  than those  goals.  Whether  we were  between  target
stretch  --  we  make  these  we  haven't   really  got  around  to  decide  any
(indiscernible).  They  are  going  to be the  core  element  of the plan so the
incentive  system will be heavily tied to  achieving  them. I think we will make
them closer to target than stretch, but may be it will be somewhere between.


- ---------------------------------------------

THE CALLER

Putting it in another  way.  You said you did some  benchmarking.  How does that
compare with other best practices in this new effort?

- ---------------------------------------------

COMPANY REPRESENTATIVE

I would like Oliver to answer that.

- ---------------------------------------------



                                                                               8


MR. OLIVER KINGSLEY


As an example with the  consolidation of PECO and Commonwealth  Edison right now
by a number of  benchmarks  in ComEd we are about mid  fourth  quarter,  PECO is
about mere third  quarter and that is by CAPEX,  O&M and employees per customer.
So there are a number of things out there that we have looked at. We have looked
at our supply spend.  I mentioned the 2 billion.  We looked at a number of other
utilities,  we have done this successfully.  We are seeing what they have put in
and what they have been able to save.  They have actually  saved more than the 5
percent to 10 percent number that I mentioned. So we do have good benchmarks. We
looked  extensively at IT, and we are going to take these support  functions and
kind of put them back together.  We started Exelon in a decentralized  model. So
we've had some  duplication  creep in.  We've done a great deal of work with the
benchmarks, and I am confident we will be able to do this, and we are also going
forwards to great deal on our  productivity and doing more with less. So that is
a kind of quick synopsis of what this is all about.


- ---------------------------------------------

COMPANY REPRESENTATIVE


We have done some work that suggests that if could get delivery to top quartile,
that would  produce in itself the whole Exelon Way target.  We are not trying to
get all there because you can't be sure you are fully dealing with  comparables,
and there may be a company or two in the top quartile  who are getting  there by
not doing the work as opposed  to by doing it  better.  So we don't want to look
all in one place. But if you look at IT supply chain and delivery consolidation,
our benchmarking  suggest that our goals are achievable,  if we could get on the
whole  two-thirds or three  quarters of what the  benchmarking  suggest might be
available.

We  are  not  going  to  cut  any  corners.  We are  going  to do all  essential
maintenance.  As John spoke earlier, the dark days in '99 here in Chicago, we do
not  intend  to have  that  come  back.  So we have to focus on doing  the right
maintenance and reliability and keeping the lights on as I spoke earlier.  So it
is  two  guiding   principles   in  this   tremendous   efficiency   improvement
consolidation and also doing all required work.


- ---------------------------------------------

THE CALLER

This is very  helpful,  but if I could throw one last  question that how much of
this  savings  could be  retained  and how much  you  have to  share  with  your
customers?

- ---------------------------------------------

COMPANY REPRESENTATIVE

In the short run that means out through 2006, we essentially retain what we get.
Once you go beyond 2006, it depends on rate agreements not yet made.

- ---------------------------------------------

THE OPERATOR

Scott Peril (ph) of Credit Suisse First Boston.

- ---------------------------------------------

THE CALLER


I was  wondering as it relates to ComEd and the summer peak there,  if you could
just update us as to -- I know you have got out unhedged a bunch of the capacity
to replace the Edison Mission Energy contract.  Have you basically hedged in all
of the gas with those peakers  relative to expected  load there,  and I guess at
what point have you hedged in the gas?

                                                                               9


- ---------------------------------------------

COMPANY REPRESENTATIVE


We  hedged,  I would  say,  nicely  for the  ComEd  summer  both  from  the fuel
standpoint and from a capacity  standpoint and power price standpoint.  So if it
was a blowout summer, I saw that  (indiscernible)  summer,  it would be a little
bit painful, but only on the very sort of high on peak hours. We are pretty well
hedged all the way up just to high on peak hours.  So there isn't  really a huge
risk there for us. And on the gas side,  we are in good shape.  We really  don't
run those  peakers an awful lot. So we don't really have a lot of gas  exposure,
but what we have got, we are hedged on based on our modeling of when they should
run.


- ---------------------------------------------

THE CALLER

And as far as the  increase  in spark  spreads  and in power  prices that we are
seeing and that you updated in your new guidance. How does that sort of make its
way into the guidance?

- ---------------------------------------------

COMPANY REPRESENTATIVE

It will make its way into the guidance --.

- ---------------------------------------------

THE CALLER


As far as the list  that  Bob went  through,  sort of the  line  items,  is that
embedded   within  --  in  the  customer   growth  line,   as  far  as  sort  of
year-over-year?


- ---------------------------------------------

COMPANY REPRESENTATIVE


To this point in the year,  I think it is  probably  been offset for net because
that is where we though we'd be. If wholesale prices -- if you tell me wholesale
prices -- if you tell me that wholesale  prices spark spreads will be higher and
sustained  for the rest of the year.  There's an up side to our  budget,  but in
terms of so far this year I think we have made into  (indiscernible)  we thought
- --


- ---------------------------------------------

THE OPERATOR

Andrea Finsbein (ph) of Angelo Gordon.

- ---------------------------------------------

THE CALLER


I just have a couple of  questions  regarding  the FAS 143  change  can you just
detail for it how much do you  decommissioning  expense you had been recognizing
annually?


- ---------------------------------------------


                                                                              10
COMPANY REPRESENTATIVE

About 120 million.

- ---------------------------------------------

THE CALLER

120 is that pretax or after tax.

- ---------------------------------------------

COMPANY REPRESENTATIVE

Pre.

- ---------------------------------------------

THE CALLER

Okay and can you remind us also of the step up you had previously been expecting
based on what your initial read of FAS 143 was?

- ---------------------------------------------

COMPANY REPRESENTATIVE


We expected a step up of 7 cents a share in earnings.

Are you not talking about the step up to equity?


- ---------------------------------------------

THE CALLER


Yes -- you had expected a 1. 9 million step up to equity?


- ---------------------------------------------

COMPANY REPRESENTATIVE

Yes that is correct.

- ---------------------------------------------

THE CALLER


Okay  and  then  the 7 -- and the 7 cents  that  you are no  longer  going to be
recognizing  because of the way that you currently are  interpreting  FAS 143. I
just want to  understand  a comment  that you made  with  regard to  recognizing
decommissioning  expense  in  general.  Are  you  not  going  to be  recognizing
decommission expense at all now on your income statement?


- ---------------------------------------------


COMPANY REPRESENTATIVE


That is -- we recognize it but it is in essence P&L neutral.

                                                                              11


- ---------------------------------------------

THE CALLER


Okay whereas previously it was not P&L neutral. So should not we be looking at a
net benefit to P&L based on the elimination of this expense?


- ---------------------------------------------

COMPANY REPRESENTATIVE

And with respect to the guidance that we have given before?

- ---------------------------------------------

THE CALLER

Yes.

- ---------------------------------------------

COMPANY REPRESENTATIVE


My  colleagues  are  confirming  so I will try to answer while they come up with
real answer.  I believe  that Bob said in his opening  remarks this is about a 7
cent up side for this year and as he  pointed  out  there  are  number of upside
pieces and  downside  pieces.  So that is how we see it as working for this year
and I am hoping Bob and Matt will  finish  their  conference  their and help you
with that answer shortly.

Bob you are  absolutely  right 7 cents  is the  upside  relative  to what we had
thought as we said Enterprises  incurred a little bit of an unexpected  downside
in the  first  quarter  and it is  pretty  much an offset we think it could be a
little more.

I think we got the answer to  question.  (indiscernible)  the 7 cents bad guy we
thought we were going to get is offset but what she was asking me as there was a
120 remaining of the cash flow (indiscernible)


- ---------------------------------------------

THE CALLER

Yes exactly.

- ---------------------------------------------

COMPANY REPRESENTATIVE


And now there is  nothing.  There  should be big upside and the fact is the full
120 never got the to the bottomline.

There was  offset  by gains to the trust  assets as well so that -- what we were
talking about before was our net expense of about $7 million. Now we are talking
about P&L  neutral so there was never any  anticipation  of having a huge upside
before.


- ---------------------------------------------

THE OPERATOR

Zack Schriber (ph) of (indiscernible) Capital.

- ---------------------------------------------


                                                                              12


THE CALLER


Congratulations  on the great quarter. I was just wondering if you could sort of
I was going  through  my notes here from your last  conference  call and on your
last  conference  call  embedded in your guidance was PJM power prices at around
$25 and 50 cents per MWh.  Main at around $22 and 50 cents.  Nepool at around 34
with  Henry  Hub gas  around  $3 75  cents  for $8 per MWh  spark  spreads.  Was
wondering  if you can just  update us as to where you see those  sort of similar
benchmarks  now  when  we  look  at  Bloomberg  it is  tough  to kind of make it
apples-to-apples  as  Bloomberg  only gives peak  prices and  although  you have
hedged we could just look at what is embedded in the  business  from  structural
going forward perspective.


- ---------------------------------------------

COMPANY REPRESENTATIVE


Well first of all let me congratulate you on your memory.  And I think in PJM we
had a $25 and 50 cents and our current plan we have $42 and 50 cents.

I think ComEd we had $22 and 50 cents we currently  have 28 and in Nepool we had
$33 and 50 cents we currently have 51. But keep in mind the fuel prices of other
than our base prices also went up. So don't get carried  away with the  thoughts
automatically  it means some huge  upside.  I mean it means some upside but it's
not as big as just the strict power price moves if the fuel prices go up.

Let me add to that  (inaudible).  It won't  surprise you with the kinds of topic
(indiscernible) discussion between Ian and Bob and Oliver and I. Because Ian and
his colleagues try to hedge over 90 days to 9 months period, their key objective
is to suppress  earning  volatility and that helped us a bunch at various points
last year when the prices were going down,  the  corollary is we don't get quite
as much  advantage when the prices come back up as we would have, had we been in
an unhedged position. Nonetheless, as Ian said there is some room for benefit if
those price improvements continue.


- ---------------------------------------------

THE CALLER


I guess that I thinking  about more,  John,  (indiscernible)is  more for 2004. I
mean obviously all investors begged you guys to hedge last year when prices were
low.  You run the  business in the long term to your point  that's  because some
money to be taken off the table in the short-term but  structurally if this kind
of situations  sustain itself,  what kind of upside in a  year-over-year  are we
looking at for '04? And I guess that the question is really where we did we kind
of hedge things at in '03 what the  implications  are that for '04? And to Ian's
question about liquidity, can we from the liquidity perspective even realize and
capture the kinds of prices that  people see on their  Bloomberg  screens or are
they really invisible when you sit in the driver's seat?


- ---------------------------------------------

MR. JOHN ROWE

(inaudible) when it comes to looking in future prices so. Go ahead Ian.

- ---------------------------------------------

MR. IAN MCLEAN


Yes. I think first of all we do have some '04 hedge but it's relatively small on
the books and so we would -- our focus is a book that  benefits  greatly if cash
prices  are high and what would be really  nice is if oil  prices  were also low
because  that's the kind of machines we've got. We have good base load machines,
we have a lot of oil machines and we have some of the gas machines.  So 2003 was
planned  as better  year than 2002  because  we saw the upside in the prices and
2004 given where the prices are now, we definitely see a benefit in that. And if
the prices  stayed where they  currently  are but I don't think I want to give a
number on that right now because  they are so many  moving  parts

                                                                              13


- -- the biggest being that if the prices move our load shifts enormously and also
affects our earnings a great deal but I would say, I'd be  optimistic  next year
but more than that I wouldn't want to say anything else.


- ---------------------------------------------

COMPANY REPRESENTATIVE


(indiscernible) We don't have a lot of hedges this year.


We have some but it's not huge.

- ---------------------------------------------

THE CALLER


And then on the sort of liquidity  question,  is there anything that practically
precludes you from a liquidity  perspective in going out and kind of starting to
layer in hedges for '04?


- ---------------------------------------------

COMPANY REPRESENTATIVE


Yes. Obviously when you look in the various regions.  If you look in Nepool they
really aren't very many customers that are interested in buying.  There are some
and we're looking for them but they way the  legislation is set up, you can only
basically  do a six month deal with a regulated  supplier so that  precludes  it
there.  Texas is similar although it is a little easier and ComEd is a very very
narrow market.  There is almost nothing out there today and PJM is the market we
tend to focus on because  there is  liquidity.  Now we can do other  things with
fuels in terms of  hedging  and are  looking -- we do that  whenever  we can but
there is such a big market-to-market  impact on fuels that it's a very dangerous
thing for us to do because  the  earnings  get whip sawed all over the place.  I
mean  theoretically  you could sell gas against nuclear plants and say, "hey I'm
locked in -- lock in that  margin"  but we  whipped  sawed  (ph) to death on the
market-to-market.  We don't  like that on an  earnings  point of view but we are
looking at every  possibility  we can right now to lock in these type margins to
our 80 percent at least.


- ---------------------------------------------

THE CALLER

And when do you expect to that 80 percent?

- ---------------------------------------------

COMPANY REPRESENTATIVE

I just -- I can't tell you. I mean  customers  don't like to buy when prices are
high, so it's a very very difficult job for us to get there right now.

- ---------------------------------------------

THE CALLER


And  the  final  question  is  just on  size  and on  Nepool.  As I look at your
guidance,  your  guidance  seems to imply an $8 spark  spread on our 14  million
megawatts hours on a full year basis,  coming at the 2,400 megawatts for the new
build plants that I look at Bloomberg spark spreads at least appear to be around
$16, $17, $18 per megawatt hour. Are those Bloomberg  prices  indicative of what
you are seeing?  Bob, and is that kind of what you were  alluding to in terms of
less negativity, potentially than the 20 cents?


- ---------------------------------------------


                                                                              14


COMPANY REPRESENTATIVE


Yes, I mean basically  Bloomberg's right. The prices are, the spark spreads were
I would say only 14 to 16. But again it's very difficult to lock them in, that's
the first issue. And yes, we do have some up side there.

It's possible our 20 cents, the dilution is little bit conservative.


- ---------------------------------------------

THE CALLER

Is that 20 cents is for full annualized basis or half year?

- ---------------------------------------------

COMPANY REPRESENTATIVE

20 cents was full annualized basis.

- ---------------------------------------------

THE OPERATOR

J. Dobson of Deutsche Bank.

- ---------------------------------------------

THE CALLER


I was  wondering  Oliver if you could  talk a little  bit about what the cost to
achieve might be for the Exelon Way as you sort of laid out the numbers,  and if
it's not too much trouble, I wouldn't mind if you went through some of that with
me again of the actual  numbers.  Just to confirm I got them right.  And then my
last question totally  unrelated would be just to this 2007 issue and just again
I know Bob you have talked to a lot of people about this but sort of your latest
thoughts on sort of managing that issues and I guess that same question to John.


- ---------------------------------------------

COMPANY REPRESENTATIVE


Well,  let me  reiterate  some of the numbers  again.  In 2004,  our goal is 150
million in CAPEX and 200 million in O&M  resulting in an after tax increase free
cash flow of 270 million.  We have broken this down by business  unit. In CAPEX,
60 percent will come from energy  delivery,  40 percent will come from Genco and
corporate.  On the O&M side, we see about half of that  reduction  coming out of
energy delivery,  quarter out of Genco, and remainder out of corporate and other
units that we have. In '05, '06 we are going to step that up total saving of 600
million.  And I have also got this broken down and it about the same percentages
in the '06 time period between energy delivery,  Genco,  and corporate.  We also
have  this  benchmark  laid  out by plan for  supply  at the  support  functions
consolidations  so we got this tied down.  Now, on a cost to achieve,  we've got
numbers  for that but I am not going  throw  that out  because  we don't look at
every aspect of cost  reduction  that involves  labor,  but I don't want to have
this  call  saying  that  we are  going  to lay  off.  We  will  have  headcount
reductions,  but I am not  going to -- we are not  going to put a number on that
until we get  closer  to actual  implementation  of the  plans.  And I would say
probably a good round number is around 125 million in '03 and  somewhere  around
75 on the '04 and '05, but we just don't have detailed plans. It is not going to
cost us anything  from our supply  cost  reduction,  cost to achieve,  and other
things.  We are going to look at every  aspect of our total  span to make  these
reductions. I hope that is responsive to you question.


- ---------------------------------------------



                                                                              15


THE CALLER

Yes it is.  Just as a follow up to that  before you get to the other one.  So, I
should  think of the sort of 270 net and free cash flow being  offset by some of
these costs to achieve in '03?

- ---------------------------------------------

COMPANY REPRESENTATIVE

That's correct.

- ---------------------------------------------

THE CALLER

And then just the '07 question.

- ---------------------------------------------

COMPANY REPRESENTATIVE


On the '07 -- what Exelon Way would do for us is strengthen our balance sheet to
give  us more  cash  flow.  Our  goal is by the  time we have to deal  with  the
transition  issue,  if we can improve cash flow by 300 million a year next year,
600  million a year  thereafter,  and if we can be  successful  in some of these
asset sales, we can substantially  strengthen our balance sheet and pay down our
debts and have much stronger  balance  sheet now. If we have a stronger  balance
sheet,  we'll be in a position  by '07.  If we've not worked out any other deals
and John will talk about all the possible  outcomes of income there.  If nothing
else  happens,  we'll be in a position  by '07 where we can be in a position  to
buyback capital and absorb the reduction in revenues  resultant loss of the CTC.
So we give ourselves the financial  strength to solve this thing  financially if
we don't solve it  operationally.  So with the  additional  revenues from Exelon
Way, additional cash flows, and some of these asset sales like enterprise sales,
like avoiding the acquisition of Sithe, we can substantially improve our balance
sheet and give us a flexibility to do whatever we need to do.

As you know, I've been working on 2007 since 1998,  that's partly why we did the
ComEd  fossil sale it's a big part of why we merged  ComEd and PECO.  It's a big
part of why we accepted the two-year rate freeze  extension that was proposed by
CUB early last year.  It's another part of the reason why we made the settlement
in the ComEd rate case this  year,  and we've got a lot of  different  things in
mind for 2007  which  have to do with the fact that  Illinois  legislators  like
legislators  in most  other  states  want to have the  small  and  medium  sized
customers  benefit from regulated  service as well as competitive  alternatives,
and I think a time will come in the next  several  years when we will be able to
negotiate  sensible and attractive terms for supplying those customers who still
want the bundled  rate after 2007.  But we're trying not to wait for that and if
you look at our previously  announced  estimates of what the  transition  charge
would be in 2007,  which is a loss of 250-300  million of  revenue,  you'll find
that the Exelon Way in themselves compensate for that loss of revenue. So, if we
can use Exelon Way to make up for the lost CTC charge and  negotiate a deal that
allows us to  continue  to supply  most of the  customers  with a fairly  priced
bundled  rate  product,  we will have offset the 2007  profits,  and what Bob is
suggesting is it also creates various financial restructuring opportunities that
will allow us to continue to grow our earnings  per share.  So, this is all part
of an effort to allow us to solve that issue going forward internally if we can.
Life  management is always  managing both  internal  opportunities  and external
forces  and I'm sure my life will stay  complex  as will the lives of other CEOs
but I believe this is a very large step forward dealing with that issue.


- ---------------------------------------------

THE CALLER

That's great, thanks so much.

- ---------------------------------------------


                                                                              16


THE OPERATOR

Thank you.

- ---------------------------------------------

COMPANY REPRESENTATIVE

Well, we were probably almost out of time.

Maybe one quick question?

- ---------------------------------------------

THE OPERATOR

Paul Fremont of Jeffries. Please state your question.

- ---------------------------------------------

THE CALLER

Thank you. I guess you characterize the '07 issue really in terms of the CTC and
the CTC  revenue,  do you see any issues as far as the T&D rate resets  would be
concerned and what type of action do you see as being possible in addressing T&D
rates, and then one other quick question would be can you give us any type of an
update on Limerick and the anticipated return to service date of Limerick?

- ---------------------------------------------

COMPANY REPRESENTATIVE


I will handle the first part,  Oliver will handle the  Limerick.  I believe that
the rate agreements Pam Strobel and Frank Clark talked about a month ago, if the
commission approves,  put the T&D rate framework in very good position for 2007.
That does not mean that we might not ask for or need another increase out there.
It does mean that it would be an increase  that is kind of a normal  utility T&D
increase  and not  having to catch up on all the stuff that we got  included  in
this  recent  field.  When I say the 2007  issue  involves  the CTC  revenue,  I
certainly  mean that the  transition  charge is a  definable  amount of money it
floats  which it is not  absolutely  nailed  down but you can define it. And the
transition  charges  will  almost  surely  end in 2007 . But  there  is  another
component that I keep talking about, which is the earnings we get on the bundled
rate,  and that  remains to be  negotiated  for that period and again as I said,
because legislators,  because regulators know that the bundled rate backed up by
a company with real power plants and not a broker is very important to customers
in this  post-California,  post-Enron  world, I am quite  confident that we will
work something reasonable out but I can't tell you when that would be. Oliver do
you want to deal -- ?

On Limerick, Limerick did trip last week. It came back on on Saturday. This unit
was down is now at full power 100 percent.  We have all of our nuclear  units on
line expect  Braidwood 1 is down for refueling and it should be back within next
week.


If anyone has follow up questions  Investor relations will be happy to take your
call. Thank you.

- ---------------------------------------------

THE OPERATOR

This does conclude today's teleconference. You may disconnect the lines at this
time and have a wonderful day.

(CONFERENCE CALL CONCLUDED)

- ---------------------------------------------


                                                                              17