Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 6, 2009, PECO Energy Company's (PECO) board of directors approved amendments to PECO's bylaws to add subsections 4.02(f) and 4.10(d). Subsection 4.02(f) adds a requirement that at least one member of the PECO board be "independent", defined as not being an employee, officer, or director of Exelon Corporation (Exelon) or its affiliates, other than PECO and its subsidiaries. Subsection 4.10(f) adds a requirement that (1) any decision by PECO to seek protection from creditors under bankruptcy or similar laws, (2) any declaration of dividends, or (3) any action by the PECO board to authorize the purchase of electricity, must be approved by the affirmative vote of a majority of the directors including the vote of at least one independent director.

A copy of the revised bylaws is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 PECO Energy Company Amended Bylaws

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This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) PECO's 2008 Annual Report on Form 10-K in
(a) ITEM 1A. Risk Factors, (b) ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) PECO's First Quarter 2009 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements:
Note 13; and (3) other factors discussed in filings with the SEC by PECO. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. PECO does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report.

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