<PAGE>
EXHIBIT I-2
LIST AND DESCRIPTION OF SUBSIDIARIES AND INVESTMENTS
OF PECO ENERGY COMPANY
(OTHER THAN "PUBLIC-UTILITY" COMPANIES)
AS OF AUGUST , 2000
IV. Subsidiaries and Investment of PECO
1. Financing Subsidiaries
----------------------
1.1 PECO Energy Capital Corp.
-------------------------
PECO Energy Capital Corp. (PECC) (DE Corp.), wholly-owned by
PECO, was formed as a financing vehicle for issuance of
cumulative income preferred securities; it is the 3% general
partner in PECO Energy Capital, L.P./29/
1.2 PECO Energy Capital, L.P.
-------------------------
PECO Energy Capital, L.P. (PECLP) (DE Limited partnership), a
Delaware limited partnership whose general partner interest (3%)
is held by PECC. Its sole purpose is to issue cumulative income
preferred securities and lend the proceeds thereof to PECO./30/
_________________________
/29/ New Century Energies, HCAR 35-26750 (August 1, 1997) (authorizing
organization of new corporations, trust, partnerships or other financing
entities to facilitate financings through the issuance to third parties of
income preferred or other authorized or exempt securities. Also authorizing
utility company to maintain its financing transactions with an existing wholly
owned trust, that issued trust preferred securities and loaned the proceeds to
its parent utility company); Conectiv, HCAR 35-26883 (February 26, 1998)
(authorizing organization of new corporations, trust, partnerships or other
financing entities to facilitate financings through the issuance to third
parties of income preferred or other authorized or exempt securities. Also
authorizing two utility companies to maintain their financing transactions with
existing wholly owned trusts, that issued trust preferred securities and loaned
the proceeds to the parent utility companies); SCANA Corporation, HCAR 35-27135
(February 14, 2000) (authorizing organization of new corporations, trust,
partnerships or other financing entities to facilitate financings through the
issuance to third parties of income preferred or other securities); Dominion
Resources, HCAR 35-27112 (December 15, 1999) (authorizing holding company to
maintain its financing transactions with an existing wholly owned trust, that
issued capital securities to investors and with the proceeds purchased
debentures issued by the holding company).
(/30/ Id.)
1
<PAGE>
1.3 PECO Energy Capital Corp. Trust 2
---------------------------------
PECO Trust 2 (DE Corp.) is a trust created for the issuance of a
specific series of cumulative preferred securities./31/
1.4 PECO Energy Capital Corp. Trust 3
---------------------------------
PECC Trust 3 (DE Corp.) is a trust created for the issuance of a
specific series of cumulative preferred securities./32/
1.5 PECO Energy Transition Trust
----------------------------
PECO Energy Transition Trust (PETT) (a DE statutory business
trust) is an entity used for the securitization of stranded
costs, and in March 1999 and May, 2000, PECO issued $4 billion
and $1 billion, respectively, of transition bonds through
PETT./33/
1.6 ATNP Finance Company
---------------------
ATNP Finance Company (ATNP) (DE Corp), wholly-owned by PECO
Wireless, LLC (PEWI) (see below), was formed to manage PECO's net
securitization proceeds to maximize the return thereon./34/
1.7 PEC Financial Services, LLC
---------------------------
PEC Financial Services, LLC (PEC) (PA limited liability company),
wholly-owned by PEWI, this single-member LLC which was also
formed in connection with PECO's securitization to maximize
the return on the securitization proceeds./35/
_____________________
/31/ Id.
/32/ Id.
/33/ Id.
/34/ See West Penn Power Company, HCAR 35-27091 (October 19, 1999) (approving
formation of subsidiaries to issue and receive proceeds of transition bonds).
/35/ Id.
2
<PAGE>
2. Exempt Wholesale Generators
---------------------------
2.1 AmerGen Energy Company, LLC
---------------------------
AmerGen Energy Company, LLC. (AmerGen) (DE limited liability
company) is a joint venture with British Energy formed to
acquire nuclear electric generating assets. PECO holds a
50% LLC membership interest in AmerGen. AmerGen owns and
operates Three Mile Island Unit 1 located in Pennsylvania,
the Clinton Power Station located in Illinois and the Oyster
Creek Generating Station located in New Jersey. AmerGen is
an Exempt Wholesale Generator (EWG) under Section 32 of the
Act. AmerGen and its subsidiary AmerGen Vermont, LLC are in
the process of acquiring the Vermont Yankee nuclear power
station which is the subject of review proceedings before
various federal and state regulatory bodies./36/ AmerGen
owns:
AmerGen Vermont, LLC (AVT)
3. Telecommunications Companies
----------------------------
3.1 PECO Wireless, LLC
------------------
PECO Wireless, LLC (PEWI) (DE limited liability company) is a
wholly-owned LLC which serves as a holding company of PECO's
telecommunications ventures and interests. It is the successor to
PECO Wireless, Inc. which was merged into it effective January 1,
1998./37/
3.2 AT&T Wireless PCS of Philadelphia, LLC
--------------------------------------
AT&T Wireless PCS of Philadelphia, LLC (PPC) (DE Limited
liability company) in which PEWI holds a 49% LLC membership
interest, is a joint venture with AT&T Wireless Services formed
to offer personal communications services in the Philadelphia
Major Trading Area; it is an FCC license holder./38/
__________________
/36/ Section 32 of the Act and Rule 53. See also the discussion in the U-1,
Amendment 1, at Item 3(B)(3)(a)(v).
/37 Section 34 of the Act; GPU, Inc., HCAR 35-27165 (April 14, 2000)
(telecommunication services functionally related to utility operations).
/38/ Section 34 of the Act.
3
<PAGE>
3.3 PECO Hyperion Telecommunications (d/b/a/ PECO Adelphia
------------------------------------------------------
Communications)
---------------
PECO Hyperion Telecommunications (PHT/PAC) (d/b/a/ PECO Adelphia
Communications) (PA general partnership), a general partnership
in which PECO is a 50% partner, is a competitive local exchange
carrier that provides services such as local dial tone, long
distance, Internet service and point-to-point (voice and data)
communications for businesses and institutions in eastern
Pennsylvania. The other general partner is Adelphia Business
Solutions, a subsidiary of Adelphia Communications (Nasdaq:
ADLAC) (f/k/a Hyperion Telecommunications of PA, Inc.) (Nasdaq:
HYPT), one of the largest cable television operators in the
United States. PHT holds a certificate of public convenience from
the Pennsylvania Commission and has applied to the New Jersey
Board of Public Utilities for authorization to do business in
southern New Jersey./39/
4. Real Estate Companies
---------------------
4.1 Eastern Pennsylvania Development Company
----------------------------------------
Eastern Pennsylvania Development Company (EPDC) (PA Corp.),
wholly-owned by PECO, holds interests in subsidiaries conducting
unregulated real estate and complementary operations. This entity
will be dissolved in connection with the restructuring to
facilitate movement of its subsidiary entities to other entities
engaged in similar lines of businesses. Exelon requests that the
Commission reserve jurisdiction over the disposition of these
entities for three years subsequent to the date of any order in
this matter./40/ EPDC owns:
4.2 Adwin Realty Company
--------------------
Adwin Realty Company (ARCO) (PA Corp.), is a real estate
development and management company engaged primarily in local
development activities./41/
_____________________________
/39/ Section 34 of the Act.
/40/ Cinergy Corp., HCAR 35-26146 (Oct. 21, 1994) (reserving jurisdiction for
three years over gas properties and various non-utility interests).
/41/ Ameren, HCAR, 35-26809 (Dec. 30, 1997) (authorizing investment in multi-
purpose arena and in a limited liability company which owns 231 acres of
farmland to be used for development of an industrial park within the boundaries
of Mattoon and the CIPS service territory); Consolidated Natural Gas Co., 33 SEC
Docket 1192 (Aug. 20, 1985) (investment in fund formed to encourage and finance
local entrepreneurial ventures).
4
<PAGE>
5. Investment Companies
--------------------
5.1 Energy Assets
-------------
Energy Assets (EPS) (f/k/a Energy Performance Services, Inc.,
f/k/a Heatac Energy) (PA Corp.), in which EPDC holds only a 10%
interest, specializes in the development, financing,
implementation and construction of energy efficiency projects for
large industrial, institutional, commercial and governmental
facilities throughout the Northeastern United States. It
integrates reliable energy supply with efficiency improvements,
saving money as well as energy for its clients. EPS's primary
mission is to implement cost-effective energy projects, providing
the best independent solution for each facility. It secures
project financing and functions as a design-build contractor and
operator, using its onsite project managers to supervise the
engineering, local installation and start-up of the project./42/
5.2 Adwin (Schuykill) Cogeneration, Inc.
------------------------------------
Dissolved.
5.3 Energy Trading Company
----------------------
Energy Trading Company (ETC) (DE Corp.), wholly-owned by PECO,
holds interests in: (1) WorldWide Web NetworX Corporation
(NASDAQ: WWWX) (73,450 shares, *1% worth ~$200,000 @ 10/29/99),
an Internet company; and (2) Entrade, Inc. (NYSE: ETA), (200,000
shares, ~1.5% worth ~$3,200,000 @ 10/29/99), a business-to-
business Internet e-commerce solution provider of marketing,
procurement, inventory management, asset management and asset
recovery functions./43/
5.4 ExelonVentures Corp.
--------------------
ExelonVentures Corp. (EVEN) (f/k/a Exelon Corporation) (PA
Corp.), wholly-owned by PECO, is currently the holding company of
Exelon Capital Partners and a 50% interest in UniGrid Energy LLC.
EVEN was formed as an energy services company; it formerly
engaged in providing operation, management and consulting
* less than
____________________________________
/42/ Rule 58(b)(1)(i), (vii).
/43/ Section 34 of the Act; Rule 58(b)(1)(vii)
5
<PAGE>
services for owners and operators of electric or energy
generation equipment and plants./44/
5.5 UniGridEnergy LCC
-----------------
UniGridEnergy LCC (GRID) (DE limited liability company), is a
joint venture with ACE USA formed to connect energy buyers and
sellers through a secure, reliable, easy-to-use Internet-based
bidding process. EVEN holds a 50% LLC membership interest in
GRID./45/
5.6 Exelon Capital Partners, Inc.
-----------------------------
Exelon Capital Partners, Inc. (ECAP) (DE Corp.), is an investment
holding company which maintains and manages intangible
investments. Generally, the investments, mostly in new
businesses, leverage the core businesses of utility
infrastructure services and communications and PECO Energy's
other resources through investment. Current investments: (1) a
12% interest in Extant, Inc. a privately held carrier's fully
optical telecommunications network serving CLECs, ISPs and other
competitive telecos which exchange traffic over Extant's network;
(2) a 14.9% interest in Permits Now (f/k/a Softcomp), a company
developing Internet software which will enable the electronic
filing of governmental and regulatory permits and applications;
(3) a 50% interest (with Orion Ltd., a New Zealand energy network
management company) in CIC Global, LLC, a technology company
providing real time energy information and billing solutions to
residential and small commercial customers; (4) a ~16.8% interest
(value $40M - Series B preferred stock) in VITTS Network Group
Inc., a packet-based, data oriented Competitive Local Exchange
Carrier that also provides network management services to
commercial customers; (5) a 34.88% interest (preferred stock) in
OmniChoice.com, Inc., an Internet-based utility services agent
company, primarily serving small business and residential
customers; and (6) $500K of financing to Exotrope, a developer of
neural networks for Internet software applications. Exotrope's
primary product to date is an artificial intelligence, image
recognition software program that identifies and blocks
objectionable images on the Internet. Exotrope has also developed
two search engines, one for educational purposes and one for
religious
__________________________
/44/ Section 34 of the Act; Rule 58(b)(l)(i), (ii), (vii).
/45/ Section 34 of the Act; Rule 58(b)(1)(v); WPL Holdings, Inc., HCAR 35-26856
(April 14, 1998) (buys, sells and markets natural gas and electricity); Central
and South West Corp., HCAR 35-26367 (Sept. 1995) (provide range of energy-
related products and services to commercial and industrial customers).
6
<PAGE>
purposes, that feed off the restrictive properties of the image
recognition capability. Exotrope also operates a local Internet
service provider./46/
5.7 Utility Competitive Advantage Fund I, LLC,
------------------------------------------
Utility Competitive Advantage Fund I, LLC, ("UCAFI") is a
Kinetics' venture capital investment in businesses engaged in
communications, the Internet, customer service opportunities and
companies with products or services to help utilities retain and
build a customer base, improve core operating efficiencies and
generate new revenue sources. PECO has invested $10 million and
holds approximately an 11% ownership interest in UCAFI./47/
5.8 Enertech Capital Partners II
----------------------------
Enertech Capital Partners II ("ECPII") is a Safeguard
Scientifics' venture capital fund in businesses engaged in
technology and service companies related to the energy, utility
and communications industries. PECO has invested $1.5 million to
date of a $15 million commitment and holds a 6.4% ownership
interest in ECPII./48/
6. Infrastructure Service Companies
--------------------------------
6.1 Exelon Infrastructure Services, Inc.
-------------------------------------
Exelon Infrastructure Services, Inc. (EIS) (DE Corp.), owned
approximately 95% by PECO, was formed to be the subsidiary
holding company of a multi-company infrastructure services unit
specializing in the integrated design, construction, and
maintenance of utility (electric, gas, water, cable television,
and telecommunications) distribution networks./49/EIS directly or
indirectly holds all of the entities listed in this section.
6.2 Exelon Infrastructure Services of PA, Inc.
------------------------------------------
Exelon Infrastructure Services of PA, Inc. (EISPA) (DE Corp.), a
wholly owned subsidiary of EIS, was formed as an entity into
which PECO's
_______________________
/46/ Section 34 of the Act; Rule 58(b)(l)(i), (ii), (vii); GPU, Inc. HCAR 35-
27139 (Feb. 18, 2000) (authorizing investments in utility-like service
industries).
/47/ See Ameren, HCAR 35-35-26809 (Dec. 30, 1997) (venture capital fund for
minority business development); Appalachian Power Co., HCAR 35-25266 (growth
capital in new and expanding small, rural firms to improve local economy);
Northeast Utilities, 40 SEC Docket 412 (Feb. 24, 1988) (investment in locally
focused venture capital fund); GPU, Inc., HCAR 35-27139 (Feb. 18, 2000); Ameren,
HCAR 35-26809 (Dec. 30, 1997) (passive and/or de minimis investment) WPL
Holdings, HCAR 35-26856 (April 14, 1998) (passive and/or de minimis investment).
/48/ Id.
/49/ Rule 58(b)(1)(vii), (ix).
7
<PAGE>
unregulated infrastructure business was contributed in
conjunction with the formation of the EIS group./49/
6.3 Chowns Communications, Inc.
----------------------------
Chowns Communications, Inc. (CCI) (DE Corp.), a wholly owned
subsidiary of EIS, is a utility contractor providing primarily
telecommunications services. The majority of CCI's revenues are
derived from conduit installation projects with Bell Atlantic.
CCI operates throughout Pennsylvania and Delaware and employs
about 180 people./50/
6.4 Fischbach and Moore Electric, Inc.
----------------------------------
Fischbach and Moore Electric, Inc. (FMEL) (DE Corp.), a wholly
owned subsidiary of EIS, is an electrical contracting firm known
for its construction of complex electrical projects relating to
infrastructure for commercial and industrial buildings, and in
transit and traffic management systems for various government and
private entities. Other important markets include
telecommunications and utilities. It operates in nine states with
about 750 employees./51/
6.5 MRM Technical Group, Inc.
-------------------------
MRM Technical Group, Inc. (MRM) (DE Corp.), a wholly owned
subsidiary of EIS, is a gas contracting firm comprised of six
subsidiary construction companies and several non-construction
subsidiaries. MRM operates in 23 states with about 1,800
employees./52/ The subsidiaries are:
Aconite Corporation (St. Paul, MN HQ) (MN Corp.)
Gas Distribution Contractors, Inc. (Aurora, MO HQ) (MO Corp.)
Mid-Atlantic Pipeliners, Inc. (Newark, DE HQ) (DE Corp.)
Mueller Distribution Contractors, Inc. (Sanford, FL HQ) (GA
Corp.)
Mueller Energy Services, Inc. (Lorain, OH HQ) (NY Corp.)
_________________________
/49/ Rule 58(b)(1)(i), (iv), (vii), (ix); New Century Energies, HCAR 35-26748
(August 1, 1997); GPU, Inc., HCAR 35-27165 (April 14, 2000) (finding
infrastructure services functionally related to utility operations).
/50/ Rule 58(b)(1)(vii); GPU, HCAR 35-27165 (April 14, 2000) (company
performing telecommunication installation services); Section 34 of the Act.
/51/ Rule 58(b)(1)(i),(ii), (vii); GPU, HCAR 35-27165 (April 14, 2000) (company
performing telecommunication installation traffic management system services).
/52/ Rule 58(b)(1)(vii); GPU, HCAR 35-27165 (April 14, 2000) (allowing
acquisition of companies servicing the steel, utility, chemical, and
co-generation industries).
8
<PAGE>
Mueller Pipeliners, Inc. (New Berlin, WI HQ) (DE Corp.)
Mechanical Specialties Incorporated (WI Corp.)
Rand-Bright Corporation (WI Corp.)
6.6 Syracuse Merit Electric, Inc.
-----------------------------
Syracuse Merit Electric, Inc. (SME) (DE Corp.), a wholly owned
subsidiary of EIS, provides industrial and commercial electrical
contracting services including on-site electric facility and
inside commercial facility electrical system, and data system
design and installation. SME operates in 8 states and employs
about 200 people./53/
6.7 NEWCOTRA, Inc.
---------------
NEWCOTRA, Inc. (TRA) (DE Corp.), is a wholly owned subsidiary of
EIS, formed to hold EIS's interest in Fischbach and Moore,
Incorporated (FMI).
6.8 Fischbach and Moore, Incorporated
---------------------------------
Fischbach and Moore, Incorporated (FMI) (NY Corp.), wholly-owned
by NEWCOTRA, is an electrical contracting firm known for its
construction of complex electrical projects relating to
infrastructure for commercial and industrial buildings, and in
transit and traffic management systems for various government and
private entities. Other important markets include
telecommunications and utilities./54/ FMI's subsidiaries, which
are also engaged in one or more of these businesses, are:
Fischbach and Moore Electrical Contracting, Inc. (DE Corp.)
T.H. Green Electric Co., Inc. (NY Corp.)
6.9 Trinity Industries, Inc.
-------------------------
Trinity Industries, Inc. (TII) (DE Corp.), a wholly owned
subsidiary of EIS, operates as an underground utility contractor
in the southern New Jersey area, including installing natural gas
pipeline mains and laterals to utility customers. TII employs
about 100 people./55/
_______________________
/53/ Rule 58(b)(1)(i),(ii), (vii).
/54/ New Century Energies, HCAR 35-26748 (August 1, 1997); GPU, HCAR 35-271
(April 14, 2000) (finding infrastructure and telecommunication services
functionally related to utility operations).
/55/ Rule 58(b)(1)(iv),(vii),(ix); GPU, HCAR 35-27165 (April 14, 2000)
(findingin frastructure services functionally related to utility operations).
9
<PAGE>
6.10 OSP Consultants, Inc.
---------------------
OSP Consultants, Inc. (OSP) (VA Corp.), a wholly owned subsidiary
of EIS, performs engineering and design services, construction
related services, craft services (cable splicing, installation
and repair), project management and administrative functions on
telecommunications infrastructure projects. OSP performs work for
regulated, non-regulated and governmental communications
companies, carriers, system operators, equipment manufacturers,
power and cable TV companies, systems integrators and data
applications companies; as well as a variety of other businesses
involved in telecommunications-related activities. OSP operates
in 33 states and several countries and employs over 2,200 people.
It is registered to do business in Canada. OSP's subsidiaries
include: International Communications Services, Inc. (NV Corp.);
OSP Inc. (VA Corp.); OSP Servicios, S.A. de C.V. (Mexico); OSP
Telecom, Inc. (DE Corp.); OSP Telcomm de Mexico, S.A. de C.V.
(Mexico); OSP Telcom de Colombia, LTDA (Colombia - in the process
of liquidation); OSP Telecommunications, Ltd. (Bermuda); RJE
Telecom, Inc. (FL Corp.); Utility Locate & Mapping Services, Inc.
(VA Corp.). The foreign subsidiaries are inactive./56/
6.11 Dashiell Holdings Corp.
-----------------------
Dashiell Holdings Corp.(DE Corp.), a wholly-owned subsidiary of
EIS, is a subsidiary holding company (employing a joint workforce
of more than 300) which holds Dashiell Corporation and,
indirectly, Dacon Corporation.
6.12 Dashiell Corporation
--------------------
Dashiell Corporation (TX Corp.) based in Deer Park, TX
specializing in the design, construction, testing, and
maintenance of high- and medium-voltage electrical facilities for
customers in the Gulf Coast area and worldwide. The company's
primary focus is the turnkey design and installation of high-
voltage substations and switchyards, with utility, industrial,
petrochemical, and merchant power applications./57/ Dashiell
Corporation owns:
Dacon Corporation (TX Corp.), based in Lake Charles, LA, engages
in the same business as Dasheill Corporation.
___________________________
/56/ Rule 58(b)(1)(vii); Section 34 of the Act.
/57/ Rule 58(b)(1)(vii); New Century Energies, HCAR 35-26748 (August 1, 1997);
GPU, HCAR 35-27165 (April 14, 2000) (finding infrastructure services
functionally related to utility operations).
10
<PAGE>
6.13 VSI Group Inc.
--------------
VSI Group Inc. (VSI) (DE Corp.), a wholly-owned subsidiary of
EIS, based in Columbia, MD, is one of the largest metering and
customer services firms in the world, servicing the utilities
(electric, gas, and water), manufacturers of automated meter
reading (AMR) and metering systems, system integrators and
municipalities. It is a leader in providing turnkey outsourcing
solutions that include the installation of AMR and meter systems,
meter maintenance, meter turn on/turn off, call center and
scheduling operations, meter retrofitting and testing, consulting
and engineering support, meter reading, meter route optimizing
and training. VSI Group and its subsidiary have more than 700
employees in 12 locations./58/ VSI owns:
International Vital Solutions Group, Inc. (MD Corp.)
6.14 Michigan Trenching Service, Inc.
--------------------------------
Michigan Trenching Service, Inc. (MI Corp.), a wholly-owned
subsidiary of EIS, is an underground utility construction
contractor servicing the Southeastern Michigan area since 1954,
based in Ypsilanti, MI. The company has about 300 employees, over
500 pieces of modern construction equipment, and performs gas
distribution, main and on-site plant construction, horizontal
directional drilling, and turnkey engineering and CAD design
services./59/
6.15 Lyons Equipment, Inc.
---------------------
Lyons Equipment, Inc. (MI Corp.), is a wholly-owned subsidiary of
EIS. This is an equipment leasing company for Michigan
Trenching./60/
7. Other Energy Services Companies
-------------------------------
7.1 Adwin Equipment Company
-----------------------
Adwin Equipment Company (AECO) (PA Corp.), wholly-owned by PECO,
leases equipment for co-generation facilities and related
activities./61/
_____________________________
/58/ Rule 58(b)(1)(i),(ii),(vii); GPU, HCAR 35-27165 (April 14, 2000) (finding
infrastructure services functionally related to utility operatons).
/59/ Rule 58(b)(1)(vii); New Century Energies, HCAR 35-26748 (August 1, 1997);
GPU, HCAR 35-27165 (April 14, 2000) (finding infrastructure services
functionally related to utility operations).
/60/ Rule 58(b)(1)(vii); New Century Energies, HCAR 35-26748 (August 1, 1997);
GPU, HCAR 35-27165 (April 14, 2000) (finding infrastructure services
functionally related to utility operations).
11
<PAGE>
7.2 Horizon Energy Company
----------------------
Horizon Energy Company (f/k/a PECO Gas Supply Company) (PA Corp.)
is wholly-owned by PECO. It was formed to hold an interest in
ECNGC. It later entered the business of selling competitively-
priced electricity and natural gas in deregulated markets. It is
currently inactive./62/
7.3 East Coast Natural Gas Cooperative, LLP
---------------------------------------
East Coast Natural Gas Cooperative, LLP (ECNGC) (DE limited
partnership) in which PECO holds a 16.66% LLP interest, was
formed to facilitate the coordinated use of certain natural gas
capacity, storage, transportation and supply assets in order to
improve service reliability and efficiency./63/
8. Miscellaneous Companies
-----------------------
8.1 Exelon Corporation
-------------------
Exelon Corporation (f/k/a NEWHOLDCO Corporation f/k/a PECO Energy
Corporation) (PA Corp.), is a wholly-owned inactive subsidiary of
PECO which will be renamed Exelon Corporation and become the
parent registered holding company in the Exelon system upon the
consummation of the Merger.
8.2 Exelon (Fossil) Holdings, Inc.
------------------------------
Exelon (Fossil) Holdings, Inc. (DE Corp.), is wholly-owned by
EPDC, and is currently inactive.
8.3 The Proprietors of the Susquehanna Canal
----------------------------------------
The Proprietors of the Susquehanna Canal (PSC) (MD Corp.),
wholl-owned by Susquehanna Power Company, is an inactive entity,
incorporated in 1783, and acquired in connection with the
development of the Conowingo Hydro Project.
_____________________________
(continued...)
/61/ Rule 58(b)(1)(vi), (viii).
/62/ Rule 58(b)(1)(v).
/64/ This subsidiary supports PECO's gas utility operations. See New Century
Energies, HCAR 35-26748 (August 1, 1997) (retention of gas systems due to
economies of scale).
12
