EXHIBIT 10.3.1


                      CONSENT TO ASSIGNMENT AND ASSUMPTION

This Consent to Assignment and Assumption ("Consent"), dated September 26, 2001,
by and among Tenaska Georgia Partners, L.P., a Delaware limited partnership
("Tenaska"), and Exelon Generation Company, LLC, a Pennsylvania Limited
Liability Company ("ExGen"), memorializes the consent to assignment to and
assumption by ExGen of the rights and obligations of PECO Energy Company, a
Pennsylvania corporation ("PECO Energy"), arising under certain contracts
described below. Tenaska and PECO Energy are parties to the following agreements
(the "Assigned Contracts"):

     (1)  Power Purchase Agreement dated August 24, 1999, as amended or modified
          by certain agreements, including those listed on Annex A;

     (2)  Consent and Agreement, dated as of November 10, 1999, among PECO
          Energy, Tenaska and The Chase Manhattan Bank, as Collateral Agent.

ExGen acknowledges that pursuant to the Assignment and Assumption Agreement (the
"Agreement") dated January 1, 2001, by and among PECO Energy and ExGen, which is
incorporated herein by reference, ExGen has made a full and irrevocable
assumption of the Assigned Contracts and PECO Energy's rights and obligations
thereunder relating to the period after the Effective Date (as defined in the
Agreement).

Tenaska hereby acknowledges that the assignments and assumptions relative to the
Assigned Contracts provided for under the Agreement are permitted by the
Assigned Contracts, and releases PECO Energy from obligations to Tenaska under
the Assigned Contracts relating to the period after the Effective Date (as
defined in the Agreement).

IN WITNESS WHEREOF, the parties have executed this Consent to Assignment and
Assumption as of the date first written above.

TENASKA GEORGIA PARTNERS, L.P.

By:     TENASKA GEORGIA, INC.
        Managing General Partner

By:     /s/ Michael F. Lawler
        --------------------------
Title:  Vice President of Finance & Treasurer

EXELON GENERATION COMPANY, LLC

By:     /s/ Ian P. Mclean
        --------------------------
Title:  President, Exelon Power Team



                                                                         ANNEX A

     1.   March 15, 2001 letter regarding operation of the Tenaska plant on fuel
          oil.

     2.   April 12, 2001 confirming the parties' understanding with respect to
          the peak availability period, and energy deliveries during ramp up and
          ramp down hours.

     3.   May 30, 2001 letter revising March 15, 2001 letter referred to above.

     4.   May 31, 2001 letter declaring contract capacity for the first contract
          year.