Exhibit 3-6










                           COMMONWEALTH EDISON COMPANY

                                     By-Laws


                           Effective September 2, 1988

                               As Amended Through

                                October 20, 2000



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                                    CONTENTS


                                                                            PAGE
                                                                          NUMBER

ARTICLE I.          Stock                                                    1

ARTICLE II.         Meetings of Stockholders                                 2

ARTICLE III.        Board of Directors                                       3

ARTICLE IV.         Committees of the Board of Directors                     4

ARTICLE V.          Officers                                                 5

ARTICLE VI.         Miscellaneous                                            7

ARTICLE VII.        Alteration, Amendment or Repeal of By-Laws               8



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                           COMMONWEALTH EDISON COMPANY

                                     By-Laws
                                     -------

                                   ARTICLE I.

                                     Stock.


          Section  1. Each  holder of fully paid stock  shall be  entitled  to a
certificate or certificates of stock stating the number and class of shares, and
the designation of the series,  if any, which such certificate  represents.  All
certificates  of stock  shall at the time of their  issuance  be  signed  either
manually or by facsimile  signature  by the  Chairman,  the  President or a Vice
President and by the Secretary or an Assistant  Secretary.  All  certificates of
stock shall be sealed with the seal of the Company or a facsimile of such seal.

          Section 2. Shares of stock shall be transferable  only on the books of
the Company and, except as hereinafter provided or as otherwise required by law,
shall  be  transferred  only  upon  proper  endorsement  and  surrender  of  the
certificates  issued therefor.  If an outstanding  certificate of stock shall be
lost,  destroyed or stolen,  the holder thereof may have a new certificate  upon
producing  evidence  satisfactory  to the  Board  of  Directors  of  such  loss,
destruction  or theft,  and upon  furnishing  to the Company a bond of indemnity
deemed sufficient by the Board of Directors against claims under the outstanding
certificate.

          Section 3. The certificates for each class or series of stock shall be
numbered and issued in consecutive  order and a record shall be kept of the name
and  address of the  person to whom each  certificate  is issued,  the number of
shares   represented  by  the  certificate  and  the  number  and  date  of  the
certificate.  All certificates exchanged or returned to the Company for transfer
shall be canceled and filed.

          Section 4. For the  purpose of  determining  stockholders  entitled to
notice of or to vote at any meeting of stockholders, or stockholders entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
stockholders  for any other proper  purpose,  the Board of Directors  may fix in
advance a date as the record date for any such  determination  for stockholders,
such  date in any case to be not more than  sixty  days  and,  for a meeting  of
stockholders, not less than ten days, or in the case of a merger, consolidation,
share exchange,  dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting.

          Section  5.  If any  subscription  for  stock  in the  Company  or any
installment  of such  subscription  shall be unpaid  when  due,  as the Board of
Directors shall have determined the time for payment,  and shall continue unpaid
for twenty  days after  demand for the amount  due,  made either in person or by
written notice duly mailed to the last address,  as it appears on the records of
the  Company,  of the  subscriber  or other person by whom the  subscription  or
installment shall be payable, the stock or

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subscription  upon which payment shall be so due shall,  upon the expiration
of said twenty  days,  become and be forfeited  to the Company  without  further
action,  demand or notice,  and such stock or subscription may be sold at public
sale,  subject  to payment  of the  amount  due and  unpaid,  plus all costs and
expenses  incurred by the Company in that connection,  at a time and place to be
stated  in a  written  notice  to be  mailed  to  the  recorded  address  of the
delinquent  subscriber or other person in default on the  subscription  at least
ten days  prior to the time fixed for such  sale;  provided,  that the excess of
proceeds of such sale  realized  over the amount due and unpaid on said stock or
subscription  shall be paid to the  delinquent  subscriber  or other  person  in
default  on  the  subscription,  or to his or  her  legal  representative;  and,
provided  further,  that no forfeiture  of stock,  or of any amounts paid upon a
subscription  therefor,  shall be declared as against the estate of any decedent
before distribution shall have been made of the estate.

          The  foregoing  provisions  for the  forfeiture  and  sale of stock or
subscriptions  shall  not  exclude  any  other  remedy  which  may  lawfully  be
enforceable at any time, by forfeiture of stock or of amounts  theretofore  paid
or  otherwise,  against any person for  nonpayment of a  subscription  or of any
installment thereof.

                                   ARTICLE II.

                            Meetings of Stockholders.

          Section  1. The  regular  annual  meeting of the  stockholders  of the
Company for the  election of  Directors  and for the  transaction  of such other
business as may  properly  come before the meeting  shall be held on such day as
the Board of Directors may by  resolution  determine.  Each such regular  annual
meeting and each special meeting of the stockholders shall be held at such place
as may be  fixed by the  Board of  Directors  and at such  hour as the  Board of
Directors shall order.

          Section 2. Special  meetings of the  stockholders may be called by the
Chairman, by the Board of Directors, by a majority of the Directors individually
or by the holders of not less than one-fifth of the total outstanding  shares of
capital stock of the Company.

          Section 3.  Written  notice  stating  the  place,  day and hour of the
meeting of the stockholders  and, in the case of a special meeting,  the purpose
or purposes for which the meeting is called shall be delivered not less than ten
nor more than sixty days  before  the date of the  meeting,  or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than  twenty  nor more than  sixty  days  before the date of the
meeting,  either  personally or by mail, by or at the direction of the Chairman,
the Secretary or the persons calling the meeting,  to each stockholder of record
entitled to vote at such meeting.  If mailed,  such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the  stockholder
at the stockholder's address as it appears upon the records of the Company, with
postage thereon prepaid.

          Section 4. At all  meetings  of the  stockholders,  a majority  of the
outstanding shares of stock, entitled to vote on a matter, represented in person
or by proxy, shall constitute a quorum for consideration of such matter, but the
stockholders  represented at any meeting, though less than a quorum, may adjourn
the  meeting  to some  other  day or sine  die.  If a  quorum  is  present,  the
affirmative  vote of the  majority  of the  shares of stock  represented  at the
meeting and entitled to vote on a matter  shall be the act of the  stockholders,
unless the vote of a greater  number or voting by classes is  required by law or
the articles of incorporation.

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          Section 5. At every  meeting  of the  stockholders,  each  outstanding
share of stock  shall be entitled  to one vote on each  matter  submitted  for a
vote. In all elections for Directors,  every stockholder shall have the right to
vote the number of shares owned by such stockholder for as many persons as there
are Directors to be elected, or to cumulate such votes and give one candidate as
many votes as shall equal the number of  Directors to be elected  multiplied  by
the  number  of such  shares  or to  distribute  such  cumulative  votes  in any
proportion  among any number of  candidates.  A  stockholder  may vote either in
person or by proxy.  A stockholder  may appoint a proxy to vote or otherwise act
for him or her by signing an appointment form and delivering it to the person so
appointed.

          Section 6. The Secretary of the Company shall make, within twenty days
after the record date for a meeting of  stockholders  of the Company or ten days
before such meeting,  whichever is earlier,  a complete list of the stockholders
entitled to vote at such  meeting,  arranged  in  alphabetical  order,  with the
address of and the number of shares held by each,  which list,  for at least ten
days prior to such meeting,  shall be kept on file at the  registered  office of
the  Company  and shall be  subject to  inspection  by any  stockholder,  and to
copying at such stockholder's  expense, at any time during usual business hours.
Such  list  shall  also be  produced  and kept open at the time and place of the
meeting and shall be subject to the  inspection  of any  stockholder  during the
whole time of the meeting.

          Section 7. The Chairman and the Secretary of the Company  shall,  when
present,  act as chairman and  secretary,  respectively,  of each meeting of the
stockholders.

          Section 8. At any meeting of stockholders, the chairman of the meeting
may, or upon the request of any stockholder  shall,  appoint one or more persons
as  inspectors  for such meeting,  unless an inspector or inspectors  shall have
been  previously  appointed  for such meeting by the Chairman.  Such  inspectors
shall  ascertain  and report the  number of shares of stock  represented  at the
meeting,  based upon their  determination of the validity and effect of proxies,
count all votes and report the  results  and do such other acts as are proper to
conduct  the  election  and voting  with  impartiality  and  fairness to all the
stockholders.

                                  ARTICLE III.

                               Board of Directors.

          Section 1. The business and affairs of the Company shall be managed by
or under the direction of the Board of Directors. The number of Directors of the
Company shall be not less than three nor more than eight. The Directors shall be
elected at each annual  meeting of the  stockholders,  but if for any reason the
election shall not be held at an annual meeting,  it may be subsequently held at
any special  meeting of the  stockholders  called for that purpose  after proper
notice. The Directors so elected shall hold office until the next annual meeting
and until their respective successors, willing to serve, shall have been elected
and  qualified.  Directors  need not be  residents  of the State of  Illinois or
stockholders  of the  Company.  No person shall be eligible  for  nomination  or
renomination  as a Director by the  management of the Company who,  prior to the
date of election, shall have attained age seventy-two.

          Section  2.  A  meeting  of the  Board  of  Directors  shall  be  held
immediately,  or as soon as practicable,  after the annual election of Directors
in each year,  provided a quorum for such  meeting  can be  obtained.  Notice of
every  meeting of the Board,  stating  the time and place at which such  meeting
will be

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held, shall be given to each Director personally, by telephone or by other means
of  communication  at least  one day,  or by  depositing  the same in the  mails
properly  addressed at least two days before the day of such meeting.  A meeting
of the Board of  Directors  may be called at any time by the  Chairman or by any
two  Directors  and  shall be held at such  place as shall be  specified  in the
notice for such meeting.

          Section 3. A majority of the number of Directors  then in office,  but
not less than two, shall  constitute a quorum for the transaction of business at
any meeting of the Board,  but a lesser number may adjourn the meeting from time
to time until a quorum is  obtained,  or may  adjourn  sine die.  The act of the
majority  of the  Directors  present  at a meeting  at which a quorum is present
shall be the act of the Board of Directors.

          Section 4. Each  member of the Board not  receiving  a salary from the
Company or a subsidiary  of the Company  shall be paid such fees as the Board of
Directors may from time to time, by resolution  adopted by the affirmative  vote
of a majority of the Directors then in office, determine.


                                   ARTICLE IV.

                      Committees of the Board of Directors.

          Section  1.  The  Board of  Directors  may  from  time to time  create
committees,  standing  or  special,  each  committee  to  consist of two or more
Directors of the Company, and the Board shall appoint Directors to serve on such
committees  and confer such powers upon such  committees  and revoke such powers
and terminate the existence of such committees, as the Board at its pleasure may
determine,  subject  to the  limitations  set forth in  Section  8.40(c)  of the
Illinois Business Corporation Act of 1983, as amended from time to time.

          Section 2. Meetings of any committee of the Board may be called at any
time by the  Chairman,  by any two Directors or by the chairman of the committee
the meeting of which is being called and shall be held at such place as shall be
designated  in the  notice of such  meeting.  Notice of each  committee  meeting
stating the time and place at which such  meeting will be held shall be given to
each member of the committee  personally,  or by telecopy,  or by depositing the
same in the mails  properly  addressed,  at least one day before the day of such
meeting.  A majority  of the members of a committee  shall  constitute  a quorum
thereof but a lesser  number may  adjourn the meeting  from time to time until a
quorum is obtained, or may adjourn sine die. A majority vote of the members of a
committee  present at a meeting at which a quorum is present  shall be necessary
for committee action.

          Section 3. The Board of Directors may from time to time designate from
among the Directors  alternates  to serve on one or more  committees as occasion
may  require.  Whenever  a quorum  cannot  be  secured  for any  meeting  of any
committee from among the regular members thereof and designated alternates,  the
member or members of such committee present at such meeting and not disqualified
from  voting  thereat,  whether  or not he or  they  constitute  a  quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting in place of such absent or disqualified member.

          Section 4. Every  Director of the Company,  or member of any committee
designated  by the Board of Directors  pursuant to authority  conferred by these
By-Laws,  shall, in the performance of

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his or her duties,  be fully protected in relying in good faith upon the records
of the  Company  and upon such  information,  opinions,  reports  or  statements
presented  to the  Company by any of the  Company's  officers or  employees,  or
committees of the Board of  Directors,  or by any other person as to matters the
Director  or  member   reasonably   believes  are  within  such  other  person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Company.

          Section 5.  Unless  otherwise  limited by the Board of  Directors  and
subject to the limitations set forth in the Illinois  Business  Corporation Act,
each committee of the Board of Directors consisting of two or more Directors may
exercise the authority of the Board.

                                   ARTICLE V.

                                    Officers.

          Section 1. There  shall be elected by the Board of  Directors,  at its
first  meeting  after  the  annual   election  of  Directors  in  each  year  if
practicable,  the  following  principal  officers  of  the  Company,  namely:  a
Chairman,  a President,  such number of Executive Vice  Presidents,  Senior Vice
Presidents  and Vice  Presidents  as the Board at the time may  decide  upon,  a
Secretary,  a Treasurer and a Comptroller;  and the Board may also provide for a
Vice  Chairman  and such other  officers,  and  prescribe  for each of them such
duties,  as in its  judgment  may from time to time be  desirable to conduct the
affairs of the Company.  No officer shall be elected for a term extending beyond
the first day of the month following the month in which such officer attains the
age of 65 years, on which date such officer shall be retired. The Chairman shall
be a Director of the Company;  any other  officer above named may, but need not,
be a Director of the  Company.  Any two or more  offices may be held by the same
person,  except  that one  person  may not at the same time  hold the  office of
Chairman or President and the office of Secretary. All officers shall hold their
respective  offices until the first meeting of the Board of Directors  after the
next succeeding annual election of Directors and until their successors, willing
to serve, shall have been elected, but any officer may be removed from office by
the Board of  Directors  whenever  in its  judgment  the best  interests  of the
Company  will be  served  thereby.  Such  removal,  however,  shall  be  without
prejudice to the contract rights, if any, of the person so removed.  Election of
an officer shall not of itself create contract rights.

          Section 2. The Chairman  shall be the chief  executive  officer of the
Company and shall have  general  authority  over all the affairs of the Company,
including the power to appoint and  discharge  any and all officers,  agents and
employees  of the  Company  not  elected or  appointed  directly by the Board of
Directors.  The Chairman  shall,  when  present,  preside at all meetings of the
stockholders and of the Board of Directors. The Chairman shall have authority to
call  special  meetings  of  the  stockholders  and  meetings  of the  Board  of
Directors,  and of any committee of the Board of Directors and, when neither the
Board of Directors  nor the  Executive  Committee is in session,  to suspend the
authority of any other officer or officers of the Company,  subject, however, to
the pleasure of the Board of Directors or of the Executive Committee at its next
meeting.  The Chairman,  or such other officer as the Chairman may direct, shall
be responsible  for all internal audit  functions,  and internal audit personnel
shall report directly to the Chairman or to such other officer.

          Section 3. Except  insofar as the Board of  Directors,  the  Executive
Committee  or the Chairman  shall have  devolved  responsibilities  on the other
principal  officers,   the  President  shall  be  responsible  for  the  general
management  and direction of the affairs of the Company,  subject to the control
of the  Board of  Directors,  the  Executive  Committee  and the  Chairman.  The
President  shall have such

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other powers and duties as usually  devolve upon the  President of a corporation
and  such  further  powers  and  duties  as may be  prescribed  by the  Board of
Directors,  the Executive Committee or the Chairman.  The President shall report
to the Chairman.

          Section 4. The Executive Vice  Presidents,  the Senior Vice Presidents
and the Vice  Presidents  shall have such powers and duties as may be prescribed
for them,  respectively,  by the Board of Directors,  the Executive Committee or
the Chairman.  Each of such officers  shall report to the Chairman or such other
officer as the Chairman shall direct.

          Section  5.  The   Secretary   shall   attend  all   meetings  of  the
stockholders,  of the Board of Directors  and of each  committee of the Board of
Directors,  shall keep a true and  faithful  record  thereof in proper books and
shall have the custody and care of the corporate seal, records, minute books and
stock  books  of the  Company  and of such  other  books  and  papers  as in the
practical  business  operations  of the Company  shall  naturally  belong in the
office or  custody  of the  Secretary  or as shall be placed in the  Secretary's
custody  by order of the Board of  Directors  or the  Executive  Committee.  The
Secretary  shall keep a suitable  record of the  addresses of  stockholders  and
shall, except as may be otherwise required by statute or these by-laws, sign and
issue  all  notices  required  for  meetings  of  stockholders,  of the Board of
Directors and of the committees of the Board of Directors. Whenever requested by
the requisite  number of  stockholders  or Directors,  the Secretary  shall give
notice,  in the name of the stockholder or stockholders or Director or Directors
making  the  request,  of a  meeting  of the  stockholders  or of the  Board  of
Directors or of a committee of the Board of  Directors,  as the case may be. The
Secretary  shall  sign all  papers to which  the  Secretary's  signature  may be
necessary or appropriate,  shall affix and attest the seal of the Company to all
instruments requiring the seal, shall have the authority to certify the by-laws,
resolutions  of the  stockholders  and Board of Directors and  committees of the
Board of Directors and other documents of the Company as true and correct copies
thereof and shall have such other powers and duties as are  commonly  incidental
to the office of Secretary  and as may be  prescribed by the Board of Directors,
the  Executive  Committee or the  Chairman.  The  Secretary  shall report to the
Chairman or such other officer as the Chairman shall direct.

          Section 6. The Treasurer  shall have charge of and be responsible  for
the collection,  receipt,  custody and disbursement of the funds of the Company.
The Treasurer shall deposit the Company's funds in its name in such banks, trust
companies or safe  deposit  vaults as the Board of  Directors  may direct.  Such
funds  shall be  subject  to  withdrawal  only upon  checks or drafts  signed or
authenticated  in  such  manner  as may be  designated  from  time  to  time  by
resolution  of the  Board  of  Directors  or of  the  Executive  Committee.  The
Treasurer  shall have the  custody of such books and papers as in the  practical
business  operations  of the  Company  shall  naturally  belong in the office or
custody of the  Treasurer  or as shall be placed in the  Treasurer's  custody by
order of the Board of Directors or the Executive Committee.  The Treasurer shall
have such other  powers and duties as are commonly  incidental  to the office of
Treasurer or as may be  prescribed  for the Treasurer by the Board of Directors,
the Executive  Committee or the Chairman.  Securities owned by the Company shall
be in the  custody  of the  Treasurer  or of  such  other  officers,  agents  or
depositaries  as may be  designated  by the Board of Directors or the  Executive
Committee.  The  Treasurer  may be  required to give bond to the Company for the
faithful  discharge  of the  duties  of the  Treasurer  in such form and in such
amount and with such surety as shall be  determined  by the Board of  Directors.
The Treasurer shall report to the Chairman or such other officer as the Chairman
shall direct.

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          Section 7. The  Comptroller  shall be  responsible  for the  executive
direction of the accounting  organization and shall have functional  supervision
over the records of all other  departments  pertaining  to  revenues,  expenses,
money,  securities,  properties,  materials and supplies.  The Comptroller shall
prescribe  the form of all vouchers,  accounts and  accounting  procedures,  and
reports  required  by  the  various   departments.   The  Comptroller  shall  be
responsible for the preparation and interpretation of all accounting reports and
financial  statements  as required and for the proper review and approval of all
bills received for payment.  No bill or voucher shall be so approved  unless the
charges  covered by the bill or  voucher  shall  have been  previously  approved
through job order,  requisition  or otherwise by the head of the  department  in
which it originated,  or unless the Comptroller  shall otherwise be satisfied of
its propriety and correctness.  The Comptroller shall have such other powers and
duties as are  commonly  incidental  to the office of  Comptroller  or as may be
prescribed  for  the  Comptroller  by the  Board  of  Directors,  the  Executive
Committee or the Chairman.  The  Comptroller may be required to give bond to the
Company for the faithful discharge of the duties of the Comptroller in such form
and in such amount and with such surety as shall be  determined  by the Board of
Directors. The Comptroller shall report to the Chairman or such other officer as
the Chairman shall direct.

          Section 8. Assistant  Secretaries,  Assistant Treasurers and Assistant
Comptrollers,   when  elected  or  appointed,   shall  respectively  assist  the
Secretary,  the  Treasurer  and  the  Comptroller  in  the  performance  of  the
respective  duties  assigned to such principal  officers,  and in assisting such
principal  officer,  each of such assistant officers shall for such purpose have
the powers of such principal officer. In case of the absence, disability, death,
resignation  or removal from office of any  principal  officer,  such  principal
officer's duties shall, except as otherwise ordered by the Board of Directors or
the Executive  Committee,  temporarily  devolve upon such  assistant  officer as
shall be designated by the Chairman.

                                   ARTICLE VI.

                                 Miscellaneous.

          Section 1. No bills shall be paid by the Treasurer unless reviewed and
approved  by the  Comptroller  or by some other  person or  committee  expressly
authorized by the Board of Directors,  the Executive Committee,  the Chairman or
the Comptroller to review and approve bills for payment.

          Section 2. Any and all shares of stock of any corporation owned by the
Company and any and all voting trust  certificates  owned by the Company calling
for or  representing  shares  of  stock of any  corporation  may be voted at any
meeting of the stockholders of such corporation or at any meeting of the holders
of such  certificates,  as the case may be, by any one of the principal officers
of the Company upon any question which may be presented at such meeting, and any
such  officer  may, on behalf of the  Company,  waive any notice  required to be
given of the  calling of such  meeting  and  consent to the  holding of any such
meeting  without  notice.  Any such principal  officer other than the Secretary,
acting  together  with the  Secretary  or an  Assistant  Secretary,  shall  have
authority to give to any person a written proxy,  in the name of the Company and
under  its  corporate  seal,  to vote any or all  shares  of stock or any or all
voting trust  certificates  owned by the Company  upon any question  that may be
presented at any such meeting of stockholders or certificate holders,  with full
power to waive any notice of the  calling  of such  meeting  and  consent to the
holding of such meeting without notice.

          Section 3. The fiscal year of the Company shall begin on the first day
of January and end on the last day of December in each year.

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                                      -8-

          Section 4. The Company  shall  indemnify the  Directors,  officers and
employees of the Company,  and shall have the power to indemnify other agents of
the Company and any person  acting or serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or  other  enterprise,  in  accordance  with  and to the  extent
permitted by Section 8.75 of the Illinois Business Corporation Act, as from time
to time amended and in effect.  Such  indemnification  shall be available to any
past, present or future Director, officer or employee of the Company, and may be
available  to any past,  present or future  agent of the  Company  and any past,
present  or  future  director,   officer,   employee  or  agent  of  such  other
corporation,  partnership,  joint venture, trust or other enterprise,  and shall
apply to  actions,  suits,  proceedings  or claims  arising out of or based upon
events  occurring  prior to, on or after the date of  original  adoption of this
by-law.

                                  ARTICLE VII.

                   Alteration, Amendment or Repeal of By-Laws.

          These by-laws may be altered,  amended or repealed by the stockholders
or the Board of Directors.