SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                         -----------------------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
     TO RULE 13d-1(a) AND AMENDMENTS THERETO FIELD PURSUANT TO RULE 13d-2(a)

                                (Amendment No. 2)

                            NEON Communications, Inc.
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                                (Name of Issuer)

                     Common Stock, $.01 par value per share
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                         (Title of Class of Securities)

                                  640 506 10 1
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                                 (CUSIP Number)

         Paul Baskowsky, Esq., Dilworth Paxson LLP, 1735 Market Street,
              3200 Mellon Bank Center, Phila. Pa 19103 215-575-7012
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                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                February 27, 2002
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             (Date of Event Which Requires Filing of This Statement)

         If the filing person has  previously  filed a statement on Schedule 13G
     to report the acquisition  that is the subject of this Schedule 13D, and is
     filing this schedule because of Rule 13-d1(e),  13d-1(f) or 13d-1(g), check
     the following box.

         Note.  Schedules  filed in paper format shall include a signed original
     and five copies of the schedule, including all exhibits. See Rule 13d-7 for
     other parties to whom copies are to be sent.

                         (Continued on following pages)





Schedule 13D                                                  Forms
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1             NAMES OF REPORTING PERSONS
              I.R.S. IDENTIFICATIN NO. OF ABOVE PERSONS (ENTITIES ONLY)
              ECP Telecommunications Holdings, LLC        EIN: 51-0409440
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2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a) [X]
                                                                     (b) [ ]

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3             SEC USE ONLY
--------------------------------------------------------------------------------
4             SOURCE OF FUNDS*

--------------------------------------------------------------------------------
5             CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
                TO ITEM 2(d) or 2(e)                                    [ ]
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6             CITIZENSHIP OR PLACE OF ORGANIZATION
                                    Delaware
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NUMBER OF SHARES              7    SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH          0
REPORTING PERSON WITH
--------------------------------------------------------------------------------
                              8    SHARED VOTING POWER
                                                              12,920,316
--------------------------------------------------------------------------------
                              9    SOLE DISPOSITIVE POWER
                                                               3,635,793
--------------------------------------------------------------------------------
                              10   SHARED DISPOSITIVE POWER
                                                                    None
--------------------------------------------------------------------------------
11             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                12,920,316 1
--------------------------------------------------------------------------------
12             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                          [ ]
--------------------------------------------------------------------------------
13             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                     48.9 %
--------------------------------------------------------------------------------
14             TYPE OF REPORTING PERSON*
                                       OO
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



--------

1    Includes 9,284,523 shares beneficially held by others who together with ECP
     Telecommunications  Holdings, LLC, may be deemed to constitute a group with
     regard to a total of  12,920,316  shares.  Also includes  2,300,000  shares
     issuable  upon  conversion  of the  entire  principle  amount  of a certain
     convertible  note,  dated August 10, 2001 and 104,650 shares  issuable upon
     conversion of accrued  interest  within 60 days of September 10, 2001. This
     Amendment No. 2 is filed by ECP Telecommunications Holdings, LLC and Exelon
     Corporation  to report a decrease  in  beneficial  ownership  of the common
     stock of NEON  Communication,  Inc. as a result of a series of sales during
     the period  January 25, 2002 through  January 31, 2002 and February 1, 2002
     through February 27, 2002,  wherein ECP  Telecommunications  Holdings,  LLC
     sold a total of 900,000 shares of common stock of NEON Communications, Inc.
     pursuant to Rule 144 in open market  transactions,  at an average  price of
     $.32 per share.

                                       2




Schedule 13D                                                  Forms
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--------------------------------------------------------------------------------
1             NAMES OF REPORTING PERSONS
              I.R.S. IDENTIFICATIN NO. OF ABOVE PERSONS (ENTITIES ONLY)
              Exelon Corporation      EIN: 23-2990190
--------------------------------------------------------------------------------
2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)  [X]
                                                                      (b)  [ ]

--------------------------------------------------------------------------------
3             SEC USE ONLY

--------------------------------------------------------------------------------
4             SOURCE OF FUNDS*
                                      None
--------------------------------------------------------------------------------
5             CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
                 TO ITEM 2(d) or 2(e)                                      [ ]

--------------------------------------------------------------------------------
6             CITIZENSHIP OR PLACE OF ORGANIZATION
              Pennsylvania
--------------------------------------------------------------------------------
NUMBER OF SHARES              7   SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH         None  (Item 5)
REPORTING PERSON WITH
--------------------------------------------------------------------------------
                              8   SHARED VOTING POWER
                                                                   None
--------------------------------------------------------------------------------
                              9   SOLE DISPOSITIVE POWER
                                                          None (Item 5)
--------------------------------------------------------------------------------
                              10  SHARED DISPOSITIVE POWER
                                                                   None
--------------------------------------------------------------------------------
11             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               12,920,316 1
--------------------------------------------------------------------------------
12             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                          [ ]

--------------------------------------------------------------------------------
13             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                     48.9 %
--------------------------------------------------------------------------------
14             TYPE OF REPORTING PERSON*
                                     CO, HC
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

------------------------
1    Includes  9,284,523 shares  beneficially  held by others who may be held to
     constitute a group of which  subsidiary  is a member with regard to a total
     of 12,920,316 shares.


                                       3




Item 1.  Security and Issuer.
(a) Class:
     Common Stock, par value $.01 per share
(b) Name of Isssuer:
      NEON Communications, Inc
(c) Address of Issuer's Principal Executive Office:
     2200 West Park Drive, Westborough, Massachusetts 01851


Item 2.  Identity and Background.
Exelon   Corporation,  a Pennsylvania  corporation,  indirectly  owns all of the
         issued and outstanding stock of ECP Telecommunications Holdings, LLC.
(a) Name of Filing Person:
     Exelon Corporation
(b) Residence or Business Address:
      10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
      Provider of power generation and other services.


Directors of Exelon Corporation:
(a)      Name:
     Corbin A. McNeill, Jr.
(b) Residence or Business Address:
      10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
     Chairman and Co-Chief Executive Officer of Exelon Corporation


(a) Name:
     John W. Rowe
(b) Residence or Business Address:
       10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
     President and Co-Chief Executive Officer of Exelon Corporation



                                       4


(a) Name:
      M. Walter D'Alessio
(b) Residence or Business Address:
       10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
     President and Chief Executive Officer Legg Mason Real Estate Services.

(a) Name:
     G. Fred DiBona, Jr.
(b) Residence or Business Address:
       10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
      President and Chief Executive Officer, Independence Blue Cross.

(a) Name:
     Bruce DeMars
(b) Residence or Business Address:
      10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
     Chief Executive Officer, Nonproliferation Trust

(a) Name:
      Richard H. Glanton, Esq.
(b) Residence or Business Address:
       10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
     Partner of the law firm Reed Smith Shaw & McClay, LLP.


                                       5




(a) Name:
     Rosemarie B. Greco
(b) Residence or Business Address:
      10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
     Principal, GRECO Ventures.

(a) Name:
     John M. Palms, Ph.D.
(b) Residence or Business Address:
       10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
      President of the University of South Carolina.

(a) Name:
     Sue L. Gin
(b) Residence or Business Address:
      10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
      Founder, Owner, Chairman and Chief Executive
        Officer of Flying Foods Group, Inc.

(a) Name:
     Ronald Rubin
(b) Residence or Business Address:
       10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
     Chief Executive Officer, The  Pennsylvania Real Estate Investment Trust.

(a) Name:
     Edgar D. Jannotta
(b) Residence or Business Address:
      10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
      Chairman, William Blair & Company, L.L.C.



                                       6


(a) Name:
     Edward A. Brennan
(b) Residence or Business Address:
      10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
      Retired Chairman and Chief Executive Officer, Sears, Roebuck and Co.

(a) Name:
     Carlos H. Cantu
(b) Residence or Business Address:
      10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
      Retired President and Chief Executive Officer, The ServiceMaster Company

(a) Name:
     John W. Rogers, Jr.
(b) Residence or Business Address:
      10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
      Founder, Chairman and Chief Executive Officer, Ariel
        Capital Management, Inc.

(a) Name:
     Richard L. Thomas
(b) Residence or Business Address:
      10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
      Retired Chairman, First Chicago NBD Corporation


Officers of Exelon Corporation:
(a) Name:
     Corbin A. McNeill, Jr.
(b) Residence or Business Address:
     10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
     Chairman and Co-Chief Executive Officer.



                                       7



(a) Name:
     John W. Rowe
(b) Residence or Business Address:
     10 S. Dearborn St., 37th Fl., Chicago, IL  60690
(c) Present Principal Occupation:
     President and Co-Chief Executive Officer

(d) , (e)  Neither  Exelon  Corporation  nor,  to the best  knowledge  of Exelon
Corporation,  any director or officer of Exelon Corporation,  has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or been a party to a civil  proceeding of a judicial or  administrative  body of
competent  jurisdiction as a result of which he or she is subject to a judgment,
decree or final order enjoining future violations of or prohibiting or mandating
activities  subject  to,  federal  or  state  securities  laws  or  finding  any
violations with respect to such laws.

(f) Citizenship:
Exelon   Corporation  is  organized  under  the  laws  of  the  Commonwealth  of
Pennsylvania. All of Exelon Corporation's directors and officers are citizens of
the United States of America.


(a) Name of Person Filing:
ECP  Telecommunications  Holdings,  LLC, a limited  liability  company organized
under the laws of the state of Delaware,  is an indirect wholly owned subsidiary
of Exelon Corporation.
(b) Residence or Business Address:
      2751 Centerville Road, Suite 3170, Wilmington, DE  19808
(c) Present Principal Occupation:
      Owns and manages capital investments.

Members of ECP Telecommunications Holdings, LLC:
(a) Name:
 Exelon Capital Partners, Inc.
(b) Residence or Business Address:
      2751 Centerville Road, Suite 3170, Wilmington, DE  19808
(c) Present Principal Occupation:
      Owns and manages capital investments.



                                       8


Managers of ECP Telecommunications Holdings, LLC:
(a) Name:
     Robert A. Shinn
(b) Residence or Business Address:
      2751 Centerville Road, Suite 3170, Wilmington, DE  19808
(c) Present Principal Occupation:
     President
(d), (e) Neither ECP Telecommunications Holdings, LLC nor, to the best knowledge
of ECP  Telecommunications  Holdings,  LLC,  has any  member or  manager  of ECP
Telecommunications  Holdings,  LLC,  been  convicted  in a  criminal  proceeding
(excluding  traffic  violations or similar  misdemeanors),  or been a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
as a result of which he or she is subject to a  judgment,  decree or final order
enjoining future  violations of or prohibiting or mandating  activities  subject
to, federal or state  securities  laws or finding any violations with respect to
such laws.
(f) Citizenship:
ECP Telecommunications Holdings, LLC is organized under the laws of the State of
Delaware.
All of ECP Telecommunications  Holdings, LLC's members and managers are citizens
of the United States of America.
Item 3.  Source and Amount of Funds or Other Consideration.
N/A
Item 4.  Purpose of Transaction.
The  Reporting  Persons  have no plans or  proposals  of the type  described  in
paragraphs  (a) through (j) of Item 4 of this  Schedule 13D. Item 5. Interest in
Securities of the Issuer.
(a) and (b). The following  table sets forth the aggregate  number of shares and
percentages of the outstanding shares of Common Stock of NEON beneficially owned
by each of the Reporting  Persons and by each  executive  officer,  director and
controlling  person, if any, of the Reporting Persons,  and, to the knowledge of
the  Reporting  Persons,  each other party who may be deemed,  together with ECP
Telecommunications  Holdings,  LLC to  constitute  a group.  Any of such persons
whose names do not appear in the table below do not  beneficially own any shares
of common stock of NEON.  Except as otherwise noted, each person listed has sole
voting and dispositive power over all shares listed opposite its name.

                            Number of shares                     Percentage of
Name of Person             beneficially owned                 outstanding shares
--------------             ------------------                 ------------------

Exelon Corporation         12,920,316 (a)                              48.9 %

ECP Telecommunications     12,920,316 (a)                              48.9 %
Holdings, LLC

Consolidated Edison
   Communications, Inc.    12,920,316 (a)                              48.9 %
    ("CEC")

Mode 1
   Communications, Inc.    12,920,316 (a) (b)                          48.9 %
    ("Mode 1")


                                       9


(a) Shared  voting power as to all shares for the limited  purpose  described in
the  Schedule 13D dated  September  25, 2000,  and sole  dispositive  power over
3,635,793 shares, as to ECP Telecommunications  Holdings, LLC, 2,476,735 shares,
as to CEC, and 6,807,788 shares, as to Mode 1.

(b) Excludes any  additional  shares of common stock of NEON which Mode 1 may be
deemed to own.

Exelon  Corporation  indirectly owns all of the issued and outstanding shares of
ECP Telecommunications  Holdings, LLC and is, therefore, the indirect beneficial
owner of all of the shares of NEON beneficially owned by ECP  Telecommunications
Holdings,  LLC. Pursuant to Section 13(d)(3) under the Securities  Exchange Act,
ECP  Telecommunications  Holdings,  LLC,  CEC and Mode 1 may each be  deemed  to
beneficially  own the  shares of common  stock of NEON  owned by the others as a
result of the limited  agreement as to voting  described in the Initial Schedule
13D.

During the period of January 25, 2002  through  January 31, 2002 and February 1,
2002 through  February 27, 2002,  the  Reporting  Person sold a total of 900,000
shares of NEON common stock pursuant to Rule 144 in open market transactions, at
an average price of $.32 per share.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        Securities  of the  Issuer.
ECP Telecommunications  Holdings, LLC, by way of assignments,  is a party to the
following  agreements:  (i) Subordinated  Convertible  Note Purchase  Agreement,
dated August 10, 2001; (ii) Registration  Rights  Agreement,  dated as of August
10, 2001; and (iii) Stockholders  Agreement dated as of September 14, 2000. Such
agreements are described in Schedule 13D Amendment No.1, filed October 23, 2001.

On November 28, 2001, Gregory A. Cucchi, ECP Telecommunications  Holdings, LLC's
designee to serve on the NEON board of directors resigned and was not replaced.



Item 7.  Material to be Filed as Exhibits.
None




                                       10



                                    SIGNATURE


After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                        Date: April 16, 2002


                                        ECP Telecommunications Holdings, LLC



                                        By:          /s/ Robert A. Shinn
                                                     -----------------------

                                        Name:        Robert A. Shinn
                                                     -----------------------

                                        Title:       President
                                                     -----------------------





                                       11



                             JOINT FILING STATEMENT


In accordance with Rule 13d-1(f) promulgated pursuant to the Securities Exchange
Act of 1934, the undersigned  hereby agree to the joint filing on behalf of each
of them of a Statement  on Schedule  13D,  including  amendments  thereto,  with
respect to the Common Stock,  par value $.01 per share, of NEON  Communications,
Inc.  and that this Joint  Filing  Statement  be  included as an Exhibit to such
joint filing.

Date: April 16, 2002

EXELON CORPORATION


By:           /s/ Scott N. Peters
              ----------------------------------------

Name:         Scott N. Peters
              ----------------------------------------

Title:        Assistant Secretary
              ----------------------------------------






                                       12