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                                                                    Exhibit 99.3

                                    CONSENT
                                      OF
                          J.P. MORGAN SECURITIES INC.

     We hereby consent to (i) the use of our opinion letter dated December
20, 2004 to the Board of Directors of Exelon Corporation (the "Company")
included in Annex B to the Joint Proxy Statement/Prospectus which forms a
part of the Registration Statement on Form S-4 relating to the proposed
merger of the Company and Public Service Enterprise Group Incorporated, and
(ii) the references to such opinion in such Joint Proxy Statement/Prospectus.
In giving such consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder, nor do we hereby admit that we are experts with
respect to any part of such Registration Statement within the meaning of the
term "experts" as used in the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.

                                       /s/ J.P. Morgan Securities Inc.

                                       J.P. MORGAN SECURITIES INC.



February 8, 2005