Sec Form 4 Filing - KINGSLEY OLIVER D JR @ EXELON CORP - 2004-11-05

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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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1. Name and Address of Reporting Person KINGSLEY OLIVER D JR 2. Issuer Name and Ticker or Trading Symbol EXELON CORP [ EXC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) President through Nov. 1, 2004 (Last) (First) (Middle) 10 SOUTH DEARBORN STREET, 37TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2004 (Street) CHICAGO, IL60603 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 11/05/2004 M 34,339 A $ 39.62 133,300 ( 1 ) D Common Stock 11/05/2004 D 17,170 ( 2 ) D $ 39.62 116,130 D Common Stock 11/05/2004 F 17,425 ( 3 ) D $ 39.62 172,765 ( 4 ) D Common Stock (Deferred Shares) 11/05/2004 F 28,801 D $ 39.62 0 ( 5 ) 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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Shares - Stock Units ( 6 ) 11/05/2004 M 34,339 ( 7 ) ( 6 ) ( 6 ) Common Stock 34,339 $ 39.62 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KINGSLEY OLIVER D JR 10 SOUTH DEARBORN STREET 37TH FLOOR CHICAGO, IL60603 President through Nov. 1, 2004 Signatures Scott N. Peters, Esq. Attorney in Fact for Oliver D. Kingsley, Jr. 11/05/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Balance includes 49,017 shares acquired as a result of a 2 for 1 stock split in the form of a dividend that was distributed as of 05/05/04 and 469 and 457 shares acquired on 6/10/2004 and 9/10/2004 respectively through the automatic dividend reinvestment feature of Exelon Plans. ( 2 )Pursuant to an election made by the reporting person, 1/2 of the 34,339 vested Performance Shares - Stock Units were settled in cash on a 1 for 1 basis. ( 3 )Amount includes 12,369 shares withheld for taxes related to the acclerated vesting of restricted shares, and 5,056 shares withheld for taxes related to the vesting and distribution of 17,170 Performance Share-Stock Units. ( 4 )Balance includes the conversion to direct ownership upon the reporting person's retirement of 74,060 shares, after-tax, previously held in the Stock Deferral Plan. ( 5 )Original balance of 102,862 shares was distributed upon the reporting person's retirement net of shares withheld for taxes. Balance included 50,594 shares acquired as the result of a 2 for 1 stock split in the form of a dividend that was distributed as of 05/05/04 and 848 and 826 shares acquired on 6/10/2004 and 9/10/2004 respectively through the automatic dividend reinvestment feature of Exelon Plans. ( 6 )Performance Shares awarded pursuant to the Exelon Long Term Incentive Plan. 1/3 of the shares awarded vest immediately upon receipt. The remaining shares vest 1/3 on each of the second and third anniversaries of the award date. At the election of the reporting person, under certain circumstances up to one half of the second and third vestings may either be settled in common stock on a 1 for 1 basis, or be settled in cash based on the cash value of the underlying stock on the date of vesting. All Performance Shares vested upon the reporting person's retirement. ( 7 )Balance includes 16,890 shares acquired as a result of a 2 for 1 stock split in the form of a dividend that was distributed as of 05/05/04. Balance also includes 135, 283 and 276 shares acquired on 3/10/2004, 6/10/2004 and 9/10/2004 respectively through the automatic dividend reinvestment feature of Exelon Plans.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** 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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