##### 



Exhibit 3-1 PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
Articles of Amendment-Domestic Corporation
(15 Pa.C.S.) Entity Number
2859390 X Business Corporation (§ 1915)Nonprofit Corporation (§ 5915) Name
    
    Document will be returned to theEdmond J. Ghisu, Esquire
    
    name and address you enter tothe left.Address
    
    Ü1735
Market Street, 51st Floor
 City
Philadelphia
    
    State
PA
    
    Zip Code
19103
 Fee: $70 Filed in the Department of State onSecretary of the Commonwealth
 In compliance with the requirements of the applicable provisions (relating
to articles of amendment), the undersigned, desiring to amend its articles,
hereby states that: 1. The name of the corporation is:
EXELON CORPORATION   2.
    
    The (a) address of this corporations current registered office in this
Commonwealth or (b) name of its
commercial registered office provider and the county of venue is (the
Department is hereby authorized to
correct the following information to conform to the records of the
Department): (a) Number and Street
    City

    
    State
    
    
    Zip
    
    
    County2301 Market Street
    Philadelphia

    
    PA
    
    
    19103
    
    
    Philadelphia
 (b) Name of Commercial Registered Office Provider
    
    Countyc/o
 3. The statute by or under which it was incorporated: Pennsylvania Business
Corporation Law of 1988 4. The date of its incorporation: February 4, 1999 5. Check, and if appropriate complete, one of the following:  ___
    
    The amendment shall be effective upon filing these Articles of Amendment
in the Department of State. X
    
    The amendment shall be effective on:
    
    April 19, 2004
    
    at
    
    12:00 a.m.Date
    
    
    
    Hour




---



##### 



DSCB:15-1915/5915-2 6. Check one of the following:  ___
    
    The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a).X
    
    The amendment was adopted by the board of directors pursuant to 15 Pa.
C.S. § 1914(c) or § 5914(b). 7. Check, and if appropriate, complete one of the following:  ___
    
    The amendment adopted by the corporation, set forth in full, is as follows  X
    
    The amendment adopted by the corporation is set forth in full in
Exhibit A attached hereto and made a part
hereof. 8. Check if the amendment restates the Articles:  ___
    
    The restated Articles of Incorporation supersede the original articles and
all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer thereof this
15th day of
April, 2004. EXELON CORPORATIONName of Corporation/s/ J. Barry MitchellSignatureSenior Vice President and TreasurerTitle




---



##### 



EXHIBIT A RESOLVED, that in connection with effectuating a 2-for-1 Stock Split in
the form of a stock dividend the Board of Directors hereby determines that the
number of authorized shares of Common Stock that the Corporation may issue
shall be increased from 600,000,000 shares to 1,200,000,000 shares and that the
first sentence of Article IV of the Amended and Restated Articles of
Incorporation of the Corporation (the Existing Articles) shall be amended and
restated to read as follows: The aggregate number of shares which the
Corporation shall have authority to issue is
1,300,000,000 shares, divided into 1,200,000,000 shares of Common Stock, without par value
(hereinafter called the Common Stock), and
100,000,000 shares of Preferred Stock, without
par value (hereinafter called the Preferred
Stock).