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					Unicom Corporation                                                    ComEd

Doc. No. CP0002FI
Business Unit: Financial (FI)
SUBJECT:    Operations and Financial
            Reporting: Internal Controls        Effective:   May 9, 1995
                                     Cancels:    GCO No. 34 (5-21-93)
                                                 GCO No. 52 (5-21-93)


Unicom Corporation, and each of its subsidiaries, are responsible for
providing effective and efficient operations and reliable financial
reporting while complying with applicable laws and regulations.
To meet this responsibility, the Company:
    1.     Maintains a system of internal controls as defined by the
           Committee of Sponsoring Organizations (COSO) of the Treadway
           Commission; and
    2.     Supports a program of internal audits.
The Company has engaged Arthur Andersen, LLP, in order to assist
Management in reasonably ensuring that the system is adequately
designed and documented and that it is functioning as designed.


Business Risk Controls Oversight Committee shall direct the internal
audit function so that:
    1.     The audit work fulfills the purposes and responsibilities
           described herein,
    2.     The resources for oversight activities are efficiently and
           effectively employed,
    3.     There is compliance with the principles set forth in the
           applicable Professional Standards,
    4.     The status of open audit items are periodically reported to
           the appropriate levels of management, and
    5.     Follow-up reviews are periodically performed on corrective
           actions taken as a result of the audits.
Comptroller shall coordinate the development of an internal control
Unicom Corp.         CORPORATE POLICY STATEMENT NO. 2       ComEd
Page 2                           (5-9-95)


Arthur Andersen, LLP, shall assist management in reasonably ensuring
that the system of internal controls is adequately designed and
documented and that it is functioning as designed by routinely:
    1.   Reviewing the system of internal controls,
    2.   Providing appropriate levels of management with reports
         concerning compliance with such controls in their respective
         areas of responsibility,
    3.   Assisting the Audit Committee of the Board of Directors in
         the discharge of its responsibilities by providing
         information concerning internal audit, and
    4.   Assisting management in evaluating the overall effectiveness
         of the internal controls in achieving the broad objectives of
         the Company.
In performing their functions, Arthur Andersen, LLP, shall have no
direct authority over, nor responsibility for, any of the activities
reviewed. Arthur Andersen, LLP, shall not develop and install
procedures, prepare records, make management decisions, or engage in
any other activity that could be reasonably construed to compromise
their independence.
Management shall maintain the internal control structure and assure
that timely responses are made and appropriate action is taken on all
recommendations or deficient conditions reported by Arthur Andersen,
Employees shall comply with the requirements of internal control
policies and procedures, assist in any audits performed in their
respective areas by providing appropriate information to the auditors
and by performing corrective actions as directed by management.


Internal Controls activities include: identifying and dealing with
the risks associated with operations, defining the policies and
procedures that help ensure management directives are carried out,
enhancing the dissemination of information, and providing a base for
monitoring all Company activities.
Internal audit coverage will encompass, as deemed appropriate,
reviews of any and all management operations and activities to
    1.   The effectiveness and efficiencies of those operations and
ComEd         CORPORATE POLICY STATEMENT NO. 2       Unicom Corp.
                          (5-9-95)                         Page 3

SCOPE:   (Continued)
    2.   The reliability and integrity of financial and operating
    3.   The compliance with policies, plans, standards, laws and
         regulations which could have significant impact upon
         operations, and
    4.   The adequacy of measures taken to safeguard assets, including
         tests of existence and ownership as appropriate.
Where deemed appropriate, Arthur Andersen, LLP, is specifically
authorized to communicate directly in confidence to the Chairman,
and/or the Audit Committee of the Board of Directors. Arthur
Andersen, LLP, shall have full, free and unrestricted access to all
Company functions, activities, operations, records, property and
personnel for internal auditing purposes.


Reference is made to the Unicom Audit Service Charter as the guiding
principles followed by Arthur Andersen, LLP, in performing the duties
defined by this Company Policy Statement.

                                      /s/ James J. O'Connor
August 23, 1995


Attached are the first two Corporate Policy Statements issued by
ComEd as a subsidiary of Unicom Corporation. They are:

   CPS No. 1 - Establishing Corporate Policy

   CPS No. 2 - Operations and Financial Reporting: Internal

The Corporate Policy Statements are intended to define an overall
course of conduct for all employees of Unicom Corporation and its
subsidiaries. The intent is to develop and document guidelines
for conduct while promoting the integrity of operations in
meeting operating requirements.

The current General Company Orders (GCOs) will be reviewed and,
if appropriate, be converted into Corporate Policy Statements to
be issued by the Chairman of the Board, Mr. James J. O'Connor.
Other GCO's will be allocated to the responsible Business Unit
Executives for review and reissuance as Business Unit Policy.


/s/ D. J. Yuknis
Director of General Procedures

Prepared By:   William J. Buckley
Extension:     4108



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