ATLANTIC ENERGY INC
U-3A-2, 1995-02-28
ELECTRIC SERVICES
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                                       Commission File No. 69-337



                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                FORM U-3A-2

                                     


              STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
               UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE
                PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                   To be filed annually prior to March 1



                           ATLANTIC ENERGY, INC.
                              Name of Company




Hereby files with the Securities and Exchange Commission,
pursuant to Rule 2, its statement claiming exemption as a holding
company from the provisions of the Public Utility Holding Company
Act of 1935, and submits the following information:

<PAGE>
1.       Name, State of organization, location and nature of business
         of claimant and every subsidiary thereof, other than any
         exempt wholesale generator (EWG) or foreign utility company
         in which claimant directly or indirectly holds an interest.

         Atlantic Energy, Inc. ("Claimant") organized under the laws
         of New Jersey on August 13, 1986, has its principal office
         at 6801 Black Horse Pike, Pleasantville, New Jersey 08232. 
         Claimant's business is holding directly or indirectly all of
         the outstanding common stock of Atlantic City Electric
         Company ("Atlantic Electric"), Atlantic Generation, Inc.
         ("Generation"), Atlantic Southern Properties, Inc.
         ("Properties")*, ATE Investment, Inc. ("Investment"),
         Atlantic Energy Technology, Inc. ("Technology"), Atlantic
         Thermal Systems, Inc. ("Thermal") and Deepwater Operating
         Company ("Deepwater").  The Claimant acquired all of the
         shares of Atlantic Electric Common Stock pursuant to a
         corporate restructuring which became effective on November
         1, 1987.  For a description of the restructuring see the
         Claimant's registration statement, on Form S-4, as amended,
         filed with the Securities and Exchange Commission
         (Registration No. 33-12654).

         The Claimant's directly and indirectly-owned subsidiaries
         are as follows:

         (A)  Atlantic Electric, organized under the laws of New
              Jersey on April 28, 1924, has its principal offices at
              6801 Black Horse Pike, Pleasantville, New Jersey 08232.
              Atlantic Electric is engaged principally in the
              business of furnishing electric service (involving
              generation, purchase, interchange, transmission and
              distribution of electric energy) to the public
              throughout the southern part of New Jersey.  It serves
              an area having an estimated population exceeding
              1,000,000. Atlantic Electric is a wholly-owned
              subsidiary of Claimant.

             (1) Deepwater, organized  under the laws of New Jersey
                 on December 17, 1929, has its principal offices at
                 6801 Black Horse Pike, Pleasantville, New Jersey
                 08232.  Deepwater operates the Deepwater Generating
                 Station which is owned by Atlantic Electric and
                 located in Salem County, New Jersey.  Deepwater is
                 a wholly-owned subsidiary of Atlantic Electric.

         (B) Generation, organized under the laws of New Jersey on             
             October 9, 1986, has its principal offices at 6801
             Black Horse Pike, Pleasantville, New Jersey 08232.
             Generation's current business is the development,
             ownership, operation and management of cogeneration and
             small power-production facilities.  Generation is a
             wholly-owned subsidiary of Claimant.

         (C) Properties*, organized under the laws of New Jersey on
             June 24, 1970, has its principal offices at 6801 Black
             Horse Pike, Pleasantville, New Jersey 08232. Properties
             current business is commercial real estate acquisition,
             development and management of projects which can be
             used by Atlantic Electric in its future operations. 
             Properties is a wholly-owned subsidiary of Claimant.

         *   On January 4, 1988, Atlantic Housing, Inc. ("Housing")
             filed, with the Secretary of State of the State of New
             Jersey, a Certificate of Amendment to The Certificate
             of Incorporation changing the corporate name of Housing
             to Atlantic Southern Properties, Inc.

         (D) Investment, organized under the laws of New Jersey on
             October 9, 1986, has its principal offices at 6801
             Black Horse Pike, Pleasantville, New Jersey 08232. 
             Investment is principally engaged in leveraged lease
             investments and is also involved in management of
             capital resources on behalf of the holding company
             system.  Investment is a wholly-owned subsidiary of
             Claimant.

         (E) Technology, organized under the laws of Delaware on
             April 11, 1991, has its principal offices at 6801 Black
             Horse Pike, Pleasantville, New Jersey 08232. 
             Technology is engaged in acquiring and managing equity
             interests in businesses functionally related and
             complementary to the activities and interests of the
             Claimant.  Technology is a wholly-owned subsidiary of
             Claimant.

     (F)  Thermal, organized under the laws of Delaware on May, 6 
          1994, has its principal offices at 6801 Black Horse     
          Pike, Pleasantville, New Jersey 08232. Thermal is       
          engaged in the business of providing heating and        
          cooling systems. Thermal is a wholly owned subsidiary   
          of Claimant.

     (G)  On January 3, 1995, Atlantic Energy Enterprises was     
          established as a New Jersey Corporation wholly owned by 
         the Claimant. Thereafter, all of the outstanding common  
        stock of Generation, Properties, Investment, Technology   
       and Thermal was transferred to Atlantic Energy             
       Enterprises. As a result, as of January 3, 1995,           
       Atlantic Energy Enterprises is a wholly owned              
       subsidiary of Claimant and Generation, Properties,         
       Investment, Technology and Thermal have been wholly        
       subsidiaries of Atlantic Energy Enterprises. 

2.  A brief description of the properties of claimant and each
    of its subsidiary public utility companies used for the
    generation, transmission and distribution of electric energy
    for sale, or for the production, transmission and
    distribution of natural or manufactured gas, indicating the
    location of principal generating plants, transmission lines,
    producing fields, gas manufacturing plants and electric and
    gas distribution facilities, including all such properties
    which are outside the State in which claimant and its
    subsidiaries are organized and all transmission or pipelines
    which deliver or receive electric energy or gas at the
    borders of such State.

         Claimant owns no property used for the generation,
         transmission and distribution of electric energy for sale,
         or for the production, transmission and distribution of
         natural or manufactured gas.

         Claimant's subsidiary public utility companies are Atlantic
         Electric and Deepwater which are electric utility companies. 
         A description of the properties of Atlantic Electric and
         Deepwater, which are located predominantly in New Jersey,
         used for the generation, transmission and distribution of
         electric energy for sale is as follows:

         Atlantic Electric

     The principal New Jersey properties of Atlantic Electric     
     used for the generation, transmission and distribution of    
     electric energy for sale consist of two steam electric       
     generating stations:

         (1)  B.L. England Generating Station, a station of 452                 
          MW capacity located in Cape May County.
         (2)  Deepwater Generating Station, a 239 MW capacity                
          station located in Salem County and

    Seven combustion turbine stations:

         (1)  Missouri Ave. Station, a 60 MW capacity station                
          located in Atlantic County.
    (2)  Middle Station, a 77 MW capacity station located        
          in Cape May County.
         (3,4,5) Carlls Corner Station (73 MW), Cumberland                      
          Station (84 MW), and Sherman Ave.Station (81 MW),       
          all located in Cumberland County.
         (6)  Mickleton Station, a 59 MW capacity station             
          located in Gloucester County.
    (7)  Cedar Station, a 68 MW capacity station located in               
          Ocean County.

         The Claimant also owns and maintains thirty-four
         transmission and sixty-four distribution substations as      
     well as 11,652 transmission or distribution tower, pole,     
     and underground miles located throughout its service         
     territory which includes all of Atlantic, Cape May,          
     Cumberland, and Salem Counties and portions of               
     Burlington, Camden, Gloucester, and Ocean Counties.

    In addition to the New Jersey properties, Claimant owns or   
     has ownership interests in the following:

         (1) A generating station of 1,700 MW capacity (Keystone
             Generating Station), located in Armstrong County,
             Pennsylvania, of which Claimant owns a 2.47% undivided
             interest as tenant in common with the following:

                 Baltimore Gas and Electric Company
                 Delmarva Power and Light Company
                 Jersey Central Power and Light Company
                 Pennsylvania Power and Light Company
                 Philadelphia Electric Company (Now PECO Energy      
              Company)
                 Public Service Electric and Gas Company

             

         (2) A generating station of 1,700 MW capacity (Conemaugh
             Steam Electric Station), located in Indiana County,
             Pennsylvania, of which Claimant owns a 3.83% undivided
             interest as tenant in common with the following:

                 Baltimore Gas and Electric Company
                 Delmarva Power and Light Company
                 Metropolitan Edison Company
                 Pennsylvania Power and Light Company
                 Philadelphia Electric Company (Now PECO Energy      
              Company)
                 Potomac Electric Power Company
                 Public Service Electric and Gas Company
                 The United Gas Improvement Company

             
         (3) An extra-high-voltage transmission line (Conemaugh-
             Conastone), of which Claimant owns an 8% undivided
             interest as tenant in common of that portion of the
             line traversing through 10 counties of Pennsylvania
             with the following:

                 Baltimore Gas and Electric Company
                 Delmarva Power and Light Company
                 Metropolitan Edison Company
                 Pennsylvania Power and Light Company
                 Philadelphia Electric Company (Now PECO Energy      
              Company)
                 Potomac Electric Power Company
                 Public Service Electric and Gas Company
                 The United Gas Improvement Company

         (4) A nuclear generating station of 2,128 MW capacity
             (Peach Bottom Atomic Power Station), located in York
             County, Pennsylvania, of which Claimant owns a 7.51%
             undivided interest as tenant in common with the
             following:

                 Delmarva Power and Light Company
                 Philadelphia Electric Company (Now PECO Energy      
              Company)
                 Public Service Electric and Gas Company

             
         (5) A nuclear generating station of 2,212 MW capacity
             (Salem Nuclear Generating Station), located in Salem
             County, New Jersey, of which Claimant owns a 7.41%
             undivided interest as tenant in common with the
             following:

                 Delmarva Power and Light Company
                 Philadelphia Electric Company (Now PECO Energy      
              Company)
                 Public Service Electric and Gas Company

             
         (6) A nuclear generating station of 1,031 MW capacity (Hope
             Creek Nuclear Generating Station), located in Salem
             County, New Jersey, of which Claimant owns a 5%
             undivided interest as tenant in common with Public
             Service Electric and Gas Company.

             
         (7) Claimant owns a transmission line extending from Mantua
             Creek to the New Jersey-Pennsylvania border at the
             Delaware River, a distance of 9.7 miles, by means of
             which electric energy and capacity is interchanged (not
             sold or purchased) at the border of said states under
             an interconnection agreement between Claimant and
             Philadelphia Electric Company, now PECO Energy Company. 
             Claimant owns as tenants in common a transmission line
             and switching station extending from Hope Creek Nuclear
             Generating Station to the New Jersey-Delaware border, a
             distance of 13 miles, by means of which electric energy
             and capacity is interchanged (not sold or purchased)
             under a transmission system agreement between Delmarva
             Power and Light Company, Jersey Central Power and Light
             Company, Philadelphia Electric Company, Public Service
             Electric and Gas Company and Claimant.


          Deepwater

              Deepwater, a wholly-owned subsidiary of Atlantic        
              Electric, owns no utility plant. It operates            
              generating units owned by Atlantic Electric.



         
3.  The following information for the last calendar year with
    respect to claimant and each of its subsidiary public
    utility companies:

                               FOR YEAR 1994

         (A) Number of kwh. of electric energy sold (at retail or
             wholesale), and Mcf. of natural or manufactured gas
             distributed at retail.

                             Claimant - None
                             Atlantic Electric - 10,057,077,000 kwh.
                             Deepwater - None

         (B) Number of kwh. of electric energy and Mcf. of natural
             or manufactured gas distributed at retail outside the
             State in which each such company is organized.

                     Claimant - None
                     Atlantic Electric - None
                     Deepwater - None

         (C) Number of kwh. of electric energy and Mcf. of natural
             or manufactured gas sold at wholesale outside the State
             in which each such company is organized, or at the
             State line.

                     Claimant - None
                     Atlantic Electric - 90,900,000,000 kwh. (a)
                     Deepwater - None

                 (a) kwh includes 67,000,000 kwh sold to PECO     
                    Energy,850,000 kwh sold to Consolidated       
                    Edison of New York, 21,700,000 kwh sold to    
                    ENRON, Houston, Texas and 1,350,000 sold to   
                    the Allegheny Power System, Pennsylvania.

         (D) Number of kwh. of electric energy and Mcf. of natural
             or manufactured gas purchased outside the State in
             which each such company is organized, or at the State
             line.

                     Claimant - None
                     Atlantic Electric - 3,291,266,000 kwh. (b)
                     Deepwater - None

                  (b) kwh includes 695,000 kwh purchased from     
                  Public Service Electric and Gas, 651,930,000    
                  kwh purchased from Pennsylvania Power and       
                  Light, 2,177,652,000 kwh purchased from PECO    
                  Energy, 23,664,000 kwh purchased from the       
                  Allegheny Power System, Pennsylvania,           
                  435,604,000 kwh purchased from Delaware         
                  Resource Management, Pennsylvania and 1,300,000 
                  kwh purchased from ENRON, Houston, Texas.

         In 1994 Atlantic Electric received 392,807,000 kwh. of
         interchanged energy and delivered 1,699,924,000 kwh. of
         interchanged energy pursuant to arrangements mentioned
         above.

         In 1994, Deepwater, as operator of the Deepwater Generating
         Station at Deepwater, New Jersey, delivered to Atlantic
         Electric, the owner of that station, 548,066,000 kwh. of
         electric energy.  In addition, it furnished 42,904,000 kwh.
         to E. I. du Pont de Nemours and Company in accordance with
         the provisions of a contract covering the supply of steam,
         by-product electric energy and water to that company.

     
4.  The following information for the reporting period with
    respect to claimant and each interest it holds directly or
    indirectly in an EWG or a foreign utility company, stating
    monetary amounts in United States dollars:

         Claimant holds no interest, either directly or indirectly,
         in an EWG or a foreign utility company.

         (A) Name, location, business address and description of the
             facilities used by the EWG or foreign utility company
             for the generation, transmission and distribution of
             electric energy for sale or for the distribution at
             retail of natural or manufactured gas.

                     Non-applicable.

         (B) Name of each system company that holds an interest in
             such EWG or foreign utility company; and description of
             the interest held.

                     Non-applicable.

         (C) Type and amount of capital invested, directly or
             indirectly, by the holding company claiming exemption;
             any direct or indirect guarantee of the security of the
             EWG or foreign utility company by the holding company
             claiming exemption; and any debt or other financial
             obligation for which there is recourse, directly or
             indirectly, to the holding company claiming exemption
             or another system company, other than the EWG or
             foreign utility company.

                     Non-applicable.

         (D) Capitalization and earnings of the EWG or foreign
             utility company during the reporting period.

                     Non-applicable.

         (E) Identify any service, sales or construction contract(s)
             between the EWG or foreign utility company and a system
             company, and describe the services to be rendered or
             goods sold and fees or revenues under such
             agreement(s).

                     Non-applicable.




                                 EXHIBIT A

         A consolidating statement of income and surplus of the
         claimant and its subsidiary companies for the last calendar
         year, together with a consolidating balance sheet of
         claimant and its subsidiary companies as of the close of
         such calendar year.

         A consolidating statement of income and retained earnings of
         the Claimant and its subsidiary companies for the last
         calendar year, together with a consolidating balance sheet
         of Claimant and its subsidiary companies as of the close of
         December 31, 1994 are attached hereto and made a part
         hereof.


                    EXHIBIT B. Financial Data Schedule

         If, at the time a report on this form is filed, the
         registrant is required to submit this report and any
         amendments thereto electronically via EDGAR, the registrant
         shall furnish a Financial Data Schedule. The Schedule shall
         set forth the financial and other data specified below that
         are applicable to the registrant on a consolidated basis.


                Item No.                Caption Heading           
                                        (thousands of dollars)    
           
                   1                    Total Assets
                                        41,713
                   2                    Total Operating Revenues
                                        913,039
                   3                    Net Income
                                        76,113
  


                                 EXHIBIT C

         An organizational chart showing the relationship of each EWG
         or foreign utility company to associate companies in the
         holding-company system.

                     Non-applicable.


         The above-named Claimant has caused this statement to be
         duly executed on its behalf by its authorized officer on
         this 28th day of February, 1995.

                             ATLANTIC ENERGY, INC.



                             By:  /s/ J. E. Franklin, II 
                                       J. E. Franklin, II
                                   Secretary and General Counsel

CORPORATE SEAL


ATTEST:



/s/ Alfred J. Vola      
    Alfred J. Vola






Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:

             J. E. Franklin, II
             Secretary and General Counsel
             Atlantic Energy, Inc.
             6801 Black Horse Pike
             Pleasantville, New Jersey 08232





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                  Atlantic Energy, Inc. and Subsidiaries
                        Consolidating Balance Sheet
                             December 31, 1994
                          (thousands of dollars)


                                                       Atlantic
                                                       Energy,
                                                        Inc.   
ASSETS
 Electric Utility Plant:                           $  
  In Service                                               -
  Less Accumulated Depreciation                            -    
  Net                                                      - 
  Construction Work in Progress                            -
  Land Held for Future Use                                 -
  Leased Property-Net                                      -    

 Electric Utility Plant-Net                                -    
  Investment in Subsidiary Companies                    836,395
  Investment in Leveraged Leases                           -
  Nuclear Decommissioning Trust Fund                       -
  Nonutility Property and Equipment-Net                       2 
  Other Investments and Funds                              -     
Total Nonutility Property and
  Investments                                           836,397 

Current Assets:
  Cash and Temporary Investments                            132 
  Accounts Receivable:
    Utility Service                                        -  
    Miscellaneous                                           261 
    Allowance for Doubtful Accounts                        -
  Notes Receivable-Associated Companies                    -
  Advances-Associated Companies                           8,610
  Dividends Receivable-Subsidiaries                      20,894
  Accounts Receivable-Associated Companies               11,780 
  Unbilled Revenues                                        - 
  Fuel (at average cost)                                   -
  Materials and Supplies (at average cost)                 -
  Working Funds                                            -
  Deferred Income Taxes                                    -
  Deferred Energy Costs                                    -
  Other                                                      36 
Total Current Assets                                     41,713 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -     
   Unamortized Debt Costs                                  -
   Unrecovered State Excise Taxes                          -
   Recoverable Federal Income Taxes                        -
   Deferred Income Taxes                                   -
   Other Regulatory Assets                                 -
   Other                                                  1,289 
Total Deferred Debits                                     1,289  

Total Assets                                       $    879,399   


                               Page 1 of 18<PAGE>
                     Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                       Atlantic 
                                                        Energy, 
                                                         Inc.    
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $    593,474
    Other Equity                                           -
    Retained Earnings                                   249,181
    Total Common Equity                                 842,655 
    Preferred Stock:
     Not Subject to Mandatory Redemption                   -
     Subject to Mandatory Redemption                       -
Long Term Debt                                             -    
Total Capitalization                                    842,655 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -
  Long Term Debt                                           -
  Short Term Debt                                          -
  Accounts Payable                                          119 
  Advances-Associated Companies                            -
  Accounts Payable-Associated Companies                   8,566 
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                           6,894 
  Interest Accrued                                         -
  Dividends Declared                                     20,894
  Employees Separation Costs                               -
  Other                                                     271
Total Current Liabilities                                36,744 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                    -
  Deferred Income Tax Credits                              -
  Capital Lease Obligations                                -
  Other                                                    -   
Total Deferred Credits
   and Other Liabilities                                   -   

Total Liabilities and Capitalization               $    879,399 













                               Page 2 of 18<PAGE>
                   Atlantic Energy, Inc. and Subsidiaries
                        Consolidating Balance Sheet
                             December 31, 1994
                          (thousands of dollars)


                                                    Atlantic City
                                                    Electric Co.
                                                    Consolidated 
ASSETS
 Electric Utility Plant:
  In Service                                       $  2,348,873
  Less Accumulated Depreciation                        (725,999)
  Net                                                 1,622,874 
  Construction Work in Progress                         110,078
  Land Held for Future Use                                6,941
  Leased Property-Net                                    42,030 
 Electric Utility Plant-Net                           1,781,923 

  Investment in Subsidiary Companies                      -
  Investment in Leveraged Leases                          -
  Nuclear Decommissioning Trust Fund                     52,004
  Nonutility Property and Equipment-Net                   1,286 
  Other Investments and Funds                             1,853  
Total Nonutility Property and
  Investments                                            55,143 
Current Assets:

  Cash and Temporary Investments                          3,459
  Accounts Receivable:
    Utility Service                                      54,554
    Miscellaneous                                        13,436 
    Allowance for Doubtful Accounts                      (3,300)
  Notes Receivable-Associated Companies                    -
  Advances-Associated Companies                            - 
  Dividends Receivable-Subsidiaries                        -
  Accounts Receivable-Associated Companies                2,368 
  Unbilled Revenues                                      32,070
  Fuel (at average cost)                                 28,030
  Materials and Supplies (at average cost)               27,823
  Working Funds                                          14,475
  Deferred Income Taxes                                  12,141
  Deferred Energy Costs                                  10,999
  Other                                                  11,760 
Total Current Assets                                    207,815 

Deferred Debits:
   Unrecovered Purchased Power Costs                    115,538  
   Unamortized Debt Costs                                38,083
   Unrecovered State Excise Taxes                        73,834
   Recoverable Federal Income Taxes                      85,854
   Deferred Income Taxes                                   -
   Other Regulatory Assets                               47,055
   Other                                                 16,071 
Total Deferred Debits                                   376,435  

Total Assets                                       $  2,421,316   


                               Page 3 of 18<PAGE>
                   Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                    Atlantic City
                                                    Electric Co.
                                                    Consolidated 

LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                    $    54,963
    Other Equity                                        491,530
    Retained Earnings                                   249,767
    Total Common Equity                                 796,260 
    Preferred Stock:
     Not Subject to Mandatory Redemption                 40,000
     Subject to Mandatory Redemption                    149,250
Long Term Debt                                          763,288 
Total Capitalization                                  1,748,798 

Current Liabilities:
  Preferred Stock Redemption Requirement                 12,250
  Long Term Debt                                           -
  Short Term Debt                                         8,600
  Accounts Payable                                       65,632 
  Advances-Associated Companies                            -
  Accounts Payable-Associated Companies                   9,537 
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                           3,490 
  Interest Accrued                                       19,048
  Dividends Declared                                     24,681
  Employees Separation Costs                             26,600
  Other                                                  19,134
Total Current Liabilities                               188,972 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                 350,697
  Deferred Income Tax Credits                            51,646
  Capital Lease Obligations                              41,102
  Other                                                  40,101
Total Deferred Credits
   and Other Liabilities                                483,546

Total Liabilities and Capitalization               $  2,421,316 












                               Page 4 of 18<PAGE>
                       Atlantic Energy, Inc. and Subsidiaries
                        Consolidating Balance Sheet
                             December 31, 1994
                          (thousands of dollars)


                                                      Atlantic 
                                                      Generation
                                                         Inc.
                                                    Consolidated 
ASSETS
 Electric Utility Plant:
  In Service                                       $      -
  Less Accumulated Depreciation                           -     
  Net                                                     - 
  Construction Work in Progress                           - 
  Land Held for Future Use                                -
  Leased Property-Net                                     -     
 Electric Utility Plant-Net                               -     

  Investment in Subsidiary Companies                      -
  Investment in Leveraged Leases                          -
  Nuclear Decommissioning Trust Fund                      -
  Nonutility Property and Equipment-Net                      40 
  Other Investments and Funds                            27,087  
Total Nonutility Property and
  Investments                                            27,127 

Current Assets:
  Cash and Temporary Investments                            850
  Accounts Receivable:
    Utility Service                                        -
    Miscellaneous                                           130 
    Allowance for Doubtful Accounts                        -
  Notes Receivable-Associated Companies                    -
  Advances-Associated Companies                            - 
  Dividends Receivable-Subsidiaries                        -
  Accounts Receivable-Associated Companies                  517 
  Unbilled Revenues                                        -
  Fuel (at average cost)                                   -
  Materials and Supplies (at average cost)                 -
  Working Funds                                            -
  Deferred Income Taxes                                       1
  Deferred Energy Costs                                    -
  Other                                                      34 
Total Current Assets                                      1,532 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -  
   Unamortized Debt Costs                                  -
   Unrecovered State Excise Taxes                          -
   Recoverable Federal Income Taxes                        -
   Deferred Income Taxes                                  1,170
   Other Regulatory Assets                                 -
   Other                                                   -    
Total Deferred Debits                                     1,170  

Total Assets                                       $     29,829   

                               Page 5 of 18<PAGE>
                    Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                     Atlantic
                                                    Generation
                                                       Inc.
                                                    Consolidated 
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $       -
    Other Equity                                         24,802
    Retained Earnings                                    (1,192)
    Total Common Equity                                  23,610 
    Preferred Stock:
     Not Subject to Mandatory Redemption                   -
     Subject to Mandatory Redemption                       -
Long Term Debt                                             -    
Total Capitalization                                     23,610 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -
  Long Term Debt                                           -
  Short Term Debt                                          -
  Accounts Payable                                           21 
  Advances-Associated Companies                            -
  Accounts Payable-Associated Companies                   2,751 
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                              26 
  Interest Accrued                                         -
  Dividends Declared                                       -
  Employees Separation Costs                               -
  Other                                                     120
Total Current Liabilities                                 2,918 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                   2,321
  Deferred Income Tax Credits                              -
  Capital Lease Obligations                                -
  Other                                                     980 
Total Deferred Credits
   and Other Liabilities                                  3,301

Total Liabilities and Capitalization               $     29,829 












                               Page 6 of 18<PAGE>
                     Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)
                                    

                                                      Atlantic 
                                                      Southern
                                                      Properties
                                                         Inc.   
ASSETS
 Electric Utility Plant:
  In Service                                       $      -
  Less Accumulated Depreciation                           -     
  Net                                                     - 
  Construction Work in Progress                           - 
  Land Held for Future Use                                -
  Leased Property-Net                                     -     
 Electric Utility Plant-Net                               -     

  Investment in Subsidiary Companies                      -
  Investment in Leveraged Leases                          -
  Nuclear Decommissioning Trust Fund                      -
  Nonutility Property and Equipment-Net                  10,340 
  Other Investments and Funds                             -      
Total Nonutility Property and
  Investments                                            10,340 

Current Assets:
  Cash and Temporary Investments                            371
  Accounts Receivable:
    Utility Service                                        -
    Miscellaneous                                            96 
    Allowance for Doubtful Accounts                        -
  Notes Receivable-Associated Companies                    -
  Advances-Associated Companies                            - 
  Dividends Receivable-Subsidiaries                        -
  Accounts Receivable-Associated Companies                   91 
  Unbilled Revenues                                        -
  Fuel (at average cost)                                   -
  Materials and Supplies (at average cost)                 -
  Working Funds                                            -
  Deferred Income Taxes                                    -
  Deferred Energy Costs                                    -
  Other                                                      25 
Total Current Assets                                        583 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -  
   Unamortized Debt Costs                                  -
   Unrecovered State Excise Taxes                          -
   Recoverable Federal Income Taxes                        -
   Deferred Income Taxes                                    926
   Other Regulatory Assets                                 -
   Other                                                    152 
Total Deferred Debits                                     1,078  

Total Assets                                       $     12,001   

                               Page 7 of 18<PAGE>
                    Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                      Atlantic 
                                                      Southern
                                                      Properties
                                                         Inc.  
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $       -
    Other Equity                                          7,197
    Retained Earnings                                    (4,022)
    Total Common Equity                                   3,175 
    Preferred Stock:
     Not Subject to Mandatory Redemption                   -
     Subject to Mandatory Redemption                       -
Long Term Debt                                             -    
Total Capitalization                                      3,175 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -
  Long Term Debt                                           -
  Short Term Debt                                         5,875
  Accounts Payable                                           27 
  Advances-Associated Companies                            -
  Accounts Payable-Associated Companies                   2,903 
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                            - 
  Interest Accrued                                         -
  Dividends Declared                                       -
  Employees Separation Costs                               -
  Other                                                      12
Total Current Liabilities                                 8,817 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                    -
  Deferred Income Tax Credits                              -
  Capital Lease Obligations                                   9
  Other                                                    -   
Total Deferred Credits
   and Other Liabilities                                      9

Total Liabilities and Capitalization               $     12,001 












                               Page 8 of 18<PAGE>
                    Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)

 
                                                         ATE
                                                      Investment
                                                         Inc.   
ASSETS
 Electric Utility Plant:
  In Service                                       $       -
  Less Accumulated Depreciation                            -    
  Net                                                      - 
  Construction Work in Progress                            - 
  Land Held for Future Use                                 -
  Leased Property-Net                                      -    
 Electric Utility Plant-Net                                -    
  Investment in Subsidiary Companies                       -
 Investment in Leveraged Leases                          78,216
  Nuclear Decommissioning Trust Fund                       -
  Nonutility Property and Equipment-Net                    - 
  Other Investments and Funds                              -     
Total Nonutility Property and
  Investments                                            78,216 

Current Assets:
  Cash and Temporary Investments                            227
  Accounts Receivable:
    Utility Service                                        -
    Miscellaneous                                            51 
    Allowance for Doubtful Accounts                        -
  Notes Receivable-Associated Companies                   5,875
  Advances-Associated Companies                           1,825
  Dividends Receivable-Subsidiaries                        -
  Accounts Receivable-Associated Companies                9,267 
  Unbilled Revenues                                        -
  Fuel (at average cost)                                   -
  Materials and Supplies (at average cost)                 -
  Working Funds                                            -
  Deferred Income Taxes                                    -
  Deferred Energy Costs                                    -
  Other                                                      17 
Total Current Assets                                     17,262 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -  
   Unamortized Debt Costs                                   101
   Unrecovered State Excise Taxes                          -
   Recoverable Federal Income Taxes                        -
   Deferred Income Taxes                                    107
   Other Regulatory Assets                                 -
   Other                                                   -    
Total Deferred Debits                                       208  

Total Assets                                       $     95,686



                               Page 9 of 18<PAGE>
                     Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                      
                                                         ATE
                                                      Investment
                                                         Inc.   
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $       -
    Other Equity                                          6,550
    Retained Earnings                                     2,899
    Total Common Equity                                   9,449 
    Preferred Stock:
     Not Subject to Mandatory Redemption                   -
     Subject to Mandatory Redemption                       -
Long Term Debt                                           15,000 
Total Capitalization                                     24,449 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -
  Long Term Debt                                          1,000
  Short Term Debt                                          - 
  Accounts Payable                                         - 
  Advances-Associated Companies                           8,610
  Accounts Payable-Associated Companies                       6
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                            - 
  Interest Accrued                                          120
  Dividends Declared                                       -
  Employees Separation Costs                               -
  Other                                                      92
Total Current Liabilities                                 9,828 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                  61,409
  Deferred Income Tax Credits                              -
  Capital Lease Obligations                                -
  Other                                                    -   
Total Deferred Credits
   and Other Liabilities                                 61,409

Total Liabilities and Capitalization               $     95,686 












                               Page 10 of 18<PAGE>
                   Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)

                                                  Atlantic Energy
                                                    Technology
                                                        Inc.
                                                    Consolidated 
 
ASSETS
 Electric Utility Plant:
  In Service                                       $       -
  Less Accumulated Depreciation                            -    
  Net                                                      - 
  Construction Work in Progress                            - 
  Land Held for Future Use                                 -
  Leased Property-Net                                      -    
 Electric Utility Plant-Net                                -    

  Investment in Subsidiary Companies                       -
  Investment in Leveraged Leases                           -
  Nuclear Decommissioning Trust Fund                       -
  Nonutility Property and Equipment-Net                       7
  Other Investments and Funds                              -     
Total Nonutility Property and
  Investments                                                 7 

Current Assets:
  Cash and Temporary Investments                             33
  Accounts Receivable:
    Utility Service                                        -
    Miscellaneous                                          - 
    Allowance for Doubtful Accounts                        -
  Notes Receivable-Associated Companies                    -
  Advances-Associated Companies                            -
  Dividends Receivable-Subsidiaries                        -
  Accounts Receivable-Associated Companies                1,549 
  Unbilled Revenues                                        -
  Fuel (at average cost)                                   -
  Materials and Supplies (at average cost)                 -
  Working Funds                                            -
  Deferred Income Taxes                                     122
  Deferred Energy Costs                                    -
  Other                                                       6 
Total Current Assets                                      1,710 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -  
   Unamortized Debt Costs                                  -
   Unrecovered State Excise Taxes                          -
   Recoverable Federal Income Taxes                        -
   Deferred Income Taxes                                   -
   Other Regulatory Assets                                 -
   Other                                                   -    
Total Deferred Debits                                      -     

Total Assets                                       $      1,717

                               Page 11 of 18<PAGE>
                  Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                      
                                                  Atlantic Energy
                                                    Technology
                                                        Inc.
                                                    Consolidated 
 
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $       -
    Other Equity                                          7,308
    Retained Earnings                                    (5,984)
    Total Common Equity                                   1,324 
    Preferred Stock:
     Not Subject to Mandatory Redemption                   -
     Subject to Mandatory Redemption                       -
Long Term Debt                                             -    
Total Capitalization                                      1,324 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -
  Long Term Debt                                           -
  Short Term Debt                                          - 
  Accounts Payable                                         - 
  Advances-Associated Companies                            -
  Accounts Payable-Associated Companies                      42
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                            - 
  Interest Accrued                                         -
  Dividends Declared                                       -
  Employees Separation Costs                               -
  Other                                                       2
Total Current Liabilities                                    44 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                    -
  Deferred Income Tax Credits                              -
  Capital Lease Obligations                                -
  Other                                                     349
Total Deferred Credits
   and Other Liabilities                                    349

Total Liabilities and Capitalization               $      1,717 










                               Page 12 of 18<PAGE>
                    Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)

                                                 Atlantic Thermal
                                                      Systems
                                                        Inc.
                                                    Consolidated 
 
ASSETS
 Electric Utility Plant:
  In Service                                       $       -
  Less Accumulated Depreciation                            -    
  Net                                                      -    
  Construction Work in Progress                            - 
  Land Held for Future Use                                 -
  Leased Property-Net                                      -    
 Electric Utility Plant-Net                                -    

  Investment in Subsidiary Companies                       -
  Investment in Leveraged Leases                           -
  Nuclear Decommissioning Trust Fund                       -  
  Nonutility Property and Equipment-Net                   6,488
  Other Investments and Funds                              -     
Total Nonutility Property and
  Investments                                             6,488 

Current Assets:
  Cash and Temporary Investments                             42
  Accounts Receivable:
    Utility Service                                        -
    Miscellaneous                                             4
    Allowance for Doubtful Accounts                        -
  Notes Receivable-Associated Companies                    -
  Advances-Associated Companies                            -
  Dividends Receivable-Subsidiaries                        -
  Accounts Receivable-Associated Companies                  127 
  Unbilled Revenues                                        -
  Fuel (at average cost)                                   -
  Materials and Supplies (at average cost)                 -
  Working Funds                                            -
  Deferred Income Taxes                                    -
  Deferred Energy Costs                                    -
  Other                                                       5 
Total Current Assets                                        178 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -  
   Unamortized Debt Costs                                  -
   Unrecovered State Excise Taxes                          -
   Recoverable Federal Income Taxes                        -
   Deferred Income Taxes                                   -
   Other Regulatory Assets                                 -
   Other                                                      3 
Total Deferred Debits                                         3  

Total Assets                                       $      6,669

                               Page 13 of 18<PAGE>
                  Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                    
                                                 Atlantic Thermal
                                                      Systems
                                                        Inc.
                                                    Consolidated 


LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $       -
    Other Equity                                          2,904
    Retained Earnings                                      (327)
    Total Common Equity                                   2,577 
    Preferred Stock:
     Not Subject to Mandatory Redemption                   -
     Subject to Mandatory Redemption                       -
Long Term Debt                                             -    
Total Capitalization                                      2,577 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -
  Long Term Debt                                           -
  Short Term Debt                                          - 
  Accounts Payable                                          281
  Advances-Associated Companies                           1,825
  Accounts Payable-Associated Companies                   1,804
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                            - 
  Interest Accrued                                         -
  Dividends Declared                                       -
  Employees Separation Costs                               -
  Other                                                     182
Total Current Liabilities                                 4,092 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                    -
  Deferred Income Tax Credits                              -
  Capital Lease Obligations                                -
  Other                                                    -   
Total Deferred Credits
   and Other Liabilities                                   -   

Total Liabilities and Capitalization               $      6,669 









                               Page 14 of 18<PAGE>
                    Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)
                                      
                                              Eliminations and 
                                              reclassifications
                                             Debits       Credits

ASSETS
 Electric Utility Plant:
In Service                                 $    -    $    -
  Less Accumulated Depreciation                 -         -   
  Net                                           -         -
  Construction Work in Progress                 -         -
  Land Held for Future Use                      -         -
  Leased Property-Net                           -         -   
Electric Utility Plant-Net                      -         -   

 Investment in Subsidiary Companies             -      836,395
 Investment in Leveraged Leases                 -         -
  Nuclear Decommissioning Trust Fund            -         -
  Nonutility Property and Equipment-Net         -         -
  Other Investments and Funds                   -         -   
Total Nonutility Property and
  Investments                                   -      836,395

Current Assets:
  Cash and Temporary Investments                -         -
  Accounts Receivable:                          -         -
    Utility Service                             -         -
 Miscellaneous                                   89       -
    Allowance for Doubtful Accounts             -         -
  Notes Receivable-Associated Companies         -        5,875
  Advances-Associated Companies                 -       10,435
  Dividends Receivable-Subsidiaries             -       20,894
Accounts Receivable-Associated Companies        -       25,699
  Unbilled Revenues                             -         -
  Fuel (at average cost)                        -         -
  Materials and Supplies (at average cost)      -         -
  Working Funds                                 -         -
  Deferred Income Taxes                         -         -
  Deferred Energy Costs                         -         -
  Other                                         -         -   
Total Current Assets                             89     62,903

Deferred Debits:
   Unrecovered Purchased Power Costs            -         -
   Unamortized Debt Costs                       -         -
   Unrecovered State Excise Taxes               -         -
   Recoverable Federal Income Taxes             -         -
   Deferred Income Taxes                        -        1,852
   Other Regulatory Assets                      -         -
   Other                                        -         -   
Total Deferred Debits                           -        1,852


Total Assets                               $     89 $ 901,150

                               Page 15 of 18<PAGE>
                     Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)

                                              Eliminations and 
                                              reclassifications
                                             Debits       Credits
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                           $ 54,963  $     -
    Other Equity                            542,591       2,300
    Retained Earnings                       241,141        -    
    Total Common Equity                     838,695       2,300
    Preferred Stock:
     Not Subject to Mandatory Redemption       -           -
     Subject to Mandatory Redemption           -           -
Long Term Debt                                 -           -   
Total Capitalization                        838,695       2,300

Current Liabilities:
  Preferred Stock Redemption Requirement       -           -
  Long Term Debt                               -           -
  Short Term Debt                             5,875        -
  Accounts Payable                             -           -
  Advances-Associated Companies              10,435        -
  Accounts Payable-Associated Companies      25,610        -
  Taxes Payable-Affiliates                     -           -
  Taxes Accrued                                -           -
  Interest Accrued                             -           -
  Dividends Declared                         20,894        -
  Employees Separation Costs                   -           -
  Other                                        -           -   
Total Current Liabilities                    62,814        -   

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                       1,852        -
  Deferred Income Tax Credits                  -           -
Capital Lease Obligations                      -           -
  Other                                        -           -   
Total Deferred Credits
   and Other Liabilities                      1,852        -   

Total Liabilities and Capitalization       $903,361  $    2,300














                               Page 16 of 18<PAGE>
                    Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)
                                    
                                                            Atlantic
                                                         Energy, Inc.
                                                         Consolidated
Assets
 Electric Utility Plant:
  In Service                                         $ 2,348,873
  Less Accumulated Depreciation                         (725,999) 
  Net                                                  1,622,874 
  Construction Work in Progress                          110,078
  Land Held for Future Use                                 6,941
  Leased Property-Net                                     42,030
  Electric Utility Plant-Net                           1,781,923

  Investment in Subsidiary Companies                        -
  Investment in Leveraged Leases                          78,216
  Nuclear Decommissioning Trust Fund                      52,004
  Nonutility Property and Equipment-Net                   18,163 
  Other Investments and Funds                             28,940  
Total Nonutility Property and
  Investments                                            177,323 

Current Assets:
  Cash and Temporary Investments                           5,114 
  Accounts Receivable:                                      -
    Utility Service                                       54,554  
   Miscellaneous                                          14,067
    Allowance for Doubtful Accounts                       (3,300)
  Notes Receivable-Associated Companies                     -
  Advances-Associated Companies                             -
  Dividends Receivable-Subsidiaries                         - 
Accounts Receivable-Associated Companies                    - 
  Unbilled Revenues                                       32,070
  Fuel (at average cost)                                  28,030
  Materials and Supplies (at average cost)                27,823
  Working Funds                                           14,475
  Deferred Income Taxes                                   12,264
  Deferred Energy Costs                                   10,999
  Other                                                   11,883 
Total Current Assets                                     207,979 

Deferred Debits:
   Unrecovered Purchased Power Costs                     115,538  
   Unamortized Debt Costs                                 38,184
   Unrecovered State Excise Taxes                         73,834
   Recoverable Federal Income Taxes                       85,854
   Deferred Income Taxes                                     350
   Other Regulatory Assets                                47,055
   Other                                                  17,515 
Total Deferred Debits                                    378,330 

Total Assets                                         $ 2,545,555  
 
                                    
                              Page 17 of 18
<PAGE>
                  Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                       Atlantic 
                                                        Energy, 
                                                         Inc.    
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                     $  593,475
    Other Equity                                           -
    Retained Earnings                                   249,181
    Total Common Equity                                 842,656 
    Preferred Stock:
     Not Subject to Mandatory Redemption                 40,000
     Subject to Mandatory Redemption                    149,250
Long Term Debt                                          778,288 
Total Capitalization                                  1,810,194 

Current Liabilities:
  Preferred Stock Redemption Requirement                 12,250
  Long Term Debt                                          1,000
  Short Term Debt                                         8,600
  Accounts Payable                                       66,080 
  Advances-Associated Companies                            -
  Accounts Payable-Associated Companies                    - 
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                          10,409 
  Interest Accrued                                       19,168
  Dividends Declared                                     24,681
  Employees Separation Costs                             26,600
  Other                                                  19,813
Total Current Liabilities                               188,601 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                 412,574
  Deferred Income Tax Credits                            51,646
  Capital Lease Obligations                              41,111
  Other                                                  41,429
Total Deferred Credits
   and Other Liabilities                                546,760

Total Liabilities and Capitalization               $  2,545,555 













                               Page 18 of 18<PAGE>
                 Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1994
                          (thousands of dollars)
                                                        Atlantic
                                                         Energy,
                                                          Inc.    
                                                                
Operating Revenues
 Electric                                            $      -    
 Other                                                      -    
Total Operating Revenue                                     -   

Operating Expenses:
 Energy                                                     -     
 Purchased Capacity                                         -   
 Operations                                                1,014
 Maintenance                                                   2
 Depreciation and Amortization                                 1
 State Excise Taxes                                         -   
 State Income Taxes                                         -   
 Federal Income Taxes                                       (291) 
 Other Taxes                                                -   

Total Operating Expenses                                     726
Operating Income and Expense                                (726)

Other Income and Expense:
 AFDC Equity Funds                                          -    
 Earnings from Subsidiary Companies                       93,372
 Employee Separation Costs, Net of tax of $9,265            -   
 Miscellaneous Income-Net                                    183
Total Other Income and Expense                            93,555

Income Before Interest Charges                            92,829

Interest Charges:
 Interest on Long Term Debt                                 -   
 Other Interest Expense                                     -   
Total Interest Charges                                      -
Allowance for Borrowed Funds Used During Construction       -   
Net Interest Charges                                        -   

Preferred Dividends of Subsidiaries                      (16,716)
Net Income (Loss)                                         76,113
Preferred Dividend Requirements                             -    

Income Available for Common Stock                    $    76,113  
    
Retained Earnings Beginning of Period                $   256,549
Net Income (Loss)                                         76,113
Dividends-Common Stock                                   (83,481)
Dividends-Preferred Stock                                   -   
Preferred Stock Expense                                     -   
Other Changes                                               -   
Retained Earnings, End of Period                     $   249,181

                                Page 1 of 9<PAGE>
                Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1994
                          (thousands of dollars)
                                                       Atlantic
                                                        City 
                                                       Electric   
                                                          Co.   
                                                        Consol. 
Operating Revenues
 Electric                                            $   913,226 
 Other                                                      -    
Total Operating Revenue                                  913,226

Operating Expenses:
 Energy                                                  210,891  
 Purchased Capacity                                      130,929
 Operations                                              157,047
 Maintenance                                              37,662
 Depreciation and Amortization                            73,344
 State Excise Taxes                                       97,072
 State Income Taxes                                         -   
 Federal Income Taxes                                     42,529  
 Other Taxes                                              10,757
Total Operating Expenses                                 760,231
Operating Income and Expense                             152,995 

Other Income and Expense:
 AFDC Equity Funds                                         3,634 
 Earnings from Subsidiary Companies                         -   
 Employee Separation Costs, Net of tax of $9,265         (17,335)
 Miscellaneous Income-Net                                  9,568
Total Other Income and Expense                            (4,133)

Income Before Interest Charges                           148,862

Interest Charges:
 Interest on Long Term Debt                               57,346
 Other Interest Expense                                    1,114
Total Interest Charges                                    58,460
Allowance for Borrowed Funds Used During Construction     (2,772)
Net Interest Charges                                      55,688

Preferred Dividends of Subsidiaries                         -    
Net Income (Loss)                                         93,174
Preferred Dividend Requirements                          (16,716)

Income Available for Common Stock                    $    76,458  
    
Retained Earnings Beginning of Period                $   256,961
Net Income (Loss)                                         93,174
Dividends-Common Stock                                   (83,482)
Dividends-Preferred Stock                                (16,716)
Preferred Stock Expense                                     -   
Other Changes                                               (170)
Retained Earnings, End of Period                     $   249,767

                                Page 2 of 9<PAGE>
                  Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1994
                          (thousands of dollars)
                                                       Atlantic
                                                      Generation
                                                          Inc.    
                                                        Consol. 
Operating Revenues
 Electric                                            $      -    
 Other                                                      -    
Total Operating Revenue                                     -   

Operating Expenses:
 Energy                                                     -     
 Purchased Capacity                                         -   
 Operations                                                1,397
 Maintenance                                                   5
 Depreciation and Amortization                                 8
 State Excise Taxes                                         -   
 State Income Taxes                                          649
 Federal Income Taxes                                      1,702  
 Other Taxes                                                -   
Total Operating Expenses                                   3,761
Operating Income and Expense                              (3,761)

Other Income and Expense:
 AFDC Equity Funds                                          -    
 Earnings from Subsidiary Companies                         -   
 Employee Separation Costs, Net of tax of $9,265            -    
 Miscellaneous Income-Net                                  6,720
Total Other Income and Expense                             6,720 

Income Before Interest Charges                             2,959

Interest Charges:
 Interest on Long Term Debt                                 -   
 Other Interest Expense                                     -   
Total Interest Charges                                      -   
Allowance for Borrowed Funds Used During Construction       -    
Net Interest Charges                                        -   

Preferred Dividends of Subsidiaries                         -    
Net Income (Loss)                                          2,959
Preferred Dividend Requirements                             -    

Income Available for Common Stock                    $     2,959  
    
Retained Earnings Beginning of Period                $    (4,481)
Net Income (Loss)                                          2,959
Dividends-Common Stock                                       330 
Dividends-Preferred Stock                                   -    
Preferred Stock Expense                                     -   
Other Changes                                               -    
Retained Earnings, End of Period                     $    (1,192)

                                Page 3 of 9<PAGE>
               Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1994
                          (thousands of dollars)
                                                       Atlantic
                                                       Southern
                                                      Properties
                                                          Inc.    
Operating Revenues
 Electric                                            $      -    
 Other                                                     2,059 
Total Operating Revenue                                    2,059

Operating Expenses:
 Energy                                                     -     
 Purchased Capacity                                         -   
 Operations                                                  669
 Maintenance                                                 268
 Depreciation and Amortization                               536
 State Excise Taxes                                         -   
 State Income Taxes                                         -   
 Federal Income Taxes                                     (1,054) 
 Other Taxes                                                 288
Total Operating Expenses                                     707
Operating Income and Expense                               1,352 

Other Income and Expense:
 AFDC Equity Funds                                          -    
 Earnings from Subsidiary Companies                         -   
 Employee Separation Costs, Net of tax of $9,265            -    
 Miscellaneous Income-Net                                 (2,620)
Total Other Income and Expense                            (2,620)

Income Before Interest Charges                            (1,268)

Interest Charges:
 Interest on Long Term Debt                                 -   
 Other Interest Expense                                      688

Total Interest Charges                                       688
Allowance for Borrowed Funds Used During Construction       -    
Net Interest Charges                                         688

Preferred Dividends of Subsidiaries                         -    
Net Income (Loss)                                         (1,956)
Preferred Dividend Requirements                             -    

Income Available for Common Stock                    $    (1,956) 
    
Retained Earnings Beginning of Period                $    (2,066)
Net Income (Loss)                                         (1,956)
Dividends-Common Stock                                      -    
Dividends-Preferred Stock                                   -    
Preferred Stock Expense                                     -   
Other Changes                                               -    
Retained Earnings, End of Period                     $    (4,022)


                                Page 4 of 9<PAGE>
                  Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1994
                          (thousands of dollars)
                                                          ATE
                                                      Investment,
                                                          Inc.    
Operating Revenues
 Electric                                            $      -    
 Other                                                     1,005 
Total Operating Revenue                                    1,005

Operating Expenses:
 Energy                                                     -     
 Purchased Capacity                                         -   
 Operations                                                  141
 Maintenance                                                -   
 Depreciation and Amortization                              -   
 State Excise Taxes                                         -   
 State Income Taxes                                         (104)
 Federal Income Taxes                                        135  
 Other Taxes                                                -   
Total Operating Expenses                                     172
Operating Income and Expense                                 833 

Other Income and Expense:
 AFDC Equity Funds                                          -    
 Earnings from Subsidiary Companies                         -   
 Employee Separation Costs, Net of tax of $9,265            -    
 Miscellaneous Income-Net                                    688
Total Other Income and Expense                               688 

Income Before Interest Charges                             1,521

Interest Charges:
 Interest on Long Term Debt                                1,254
 Other Interest Expense                                     -   
Total Interest Charges                                     1,254
Allowance for Borrowed Funds Used During Construction       -    
Net Interest Charges                                       1,254

Preferred Dividends of Subsidiaries                         -    
Net Income (Loss)                                            267
Preferred Dividend Requirements                             -    

Income Available for Common Stock                    $       267  
    
Retained Earnings Beginning of Period                $     2,632 
Net Income (Loss)                                            267
Dividends-Common Stock                                      -    
Dividends-Preferred Stock                                   -    
Preferred Stock Expense                                     -   
Other Changes                                               -    
Retained Earnings, End of Period                     $     2,899 

                                Page 5 of 9<PAGE>
                      Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1994
                          (thousands of dollars)
                                                       Atlantic
                                                        Energy   
                                                      Technology
                                                          Inc.    
                                                        Consol. 
Operating Revenues
 Electric                                            $      -    
 Other                                                      -    
Total Operating Revenue                                     -   

Operating Expenses:
 Energy                                                     -     
 Purchased Capacity                                         -   
 Operations                                                  662
 Maintenance                                                -   
 Depreciation and Amortization                                 2
 State Excise Taxes                                         -   
 State Income Taxes                                            1 
 Federal Income Taxes                                        695  
 Other Taxes                                                -   
Total Operating Expenses                                   1,360
Operating Income and Expense                              (1,360)

Other Income and Expense:
 AFDC Equity Funds                                          -    
 Earnings from Subsidiary Companies                         -   
 Employee Separation Costs, Net of tax of $9,265            -    
 Miscellaneous Income-Net                                    616
Total Other Income and Expense                               616 

Income Before Interest Charges                              (744)

Interest Charges:
 Interest on Long Term Debt                                 -   
 Other Interest Expense                                     -   
Total Interest Charges                                      -   
Allowance for Borrowed Funds Used During Construction       -    
Net Interest Charges                                        -   

Preferred Dividends of Subsidiaries                         -    
Net Income (Loss)                                           (744)
Preferred Dividend Requirements                             -    

Income Available for Common Stock                    $      (744) 
    
Retained Earnings Beginning of Period                $    (5,240)
Net Income (Loss)                                           (744)
Dividends-Common Stock                                      -    
Dividends-Preferred Stock                                   -    
Preferred Stock Expense                                     -   
Other Changes                                               -    
Retained Earnings, End of Period                     $    (5,984)

                                Page 6 of 9<PAGE>
                   Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1994
                          (thousands of dollars)
                                                       Atlantic
                                                        Thermal 
                                                       Systems,   
                                                         Inc.
                                                        Consol. 
Operating Revenues
 Electric                                            $      -    
 Other                                                        12 
Total Operating Revenue                                       12

Operating Expenses:
 Energy                                                     -     
 Purchased Capacity                                         -   
 Operations                                                  499
 Maintenance                                                -   
 Depreciation and Amortization                                14
 State Excise Taxes                                         -   
 State Income Taxes                                         -    
 Federal Income Taxes                                       (174) 
 Other Taxes                                                -   
Total Operating Expenses                                     339
Operating Income and Expense                                (327)

Other Income and Expense:
 AFDC Equity Funds                                          -    
 Earnings from Subsidiary Companies                         -   
 Employee Separation Costs, Net of tax of $9,265            -    
 Miscellaneous Income-Net                                   -   
Total Other Income and Expense                              -    

Income Before Interest Charges                              (327)

Interest Charges:
 Interest on Long Term Debt                                 -   
 Other Interest Expense                                     -   
Total Interest Charges                                      -   
Allowance for Borrowed Funds Used During Construction       -    
Net Interest Charges                                        -   

Preferred Dividends of Subsidiaries                         -    
Net Income (Loss)                                           (327)
Preferred Dividend Requirements                             -    

Income Available for Common Stock                    $      (327) 
    
Retained Earnings Beginning of Period                $      -    
Net Income (Loss)                                           (327)
Dividends-Common Stock                                      -    
Dividends-Preferred Stock                                   -    
Preferred Stock Expense                                     -   
Other Changes                                               -    
Retained Earnings, End of Period                     $      (327)

                                Page 7 of 9<PAGE>
                     Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1994
                          (thousands of dollars)
                                                      Elimination
                                                       & Reclass
                                                        Entries
                                                          Credit 
Operating Revenues
 Electric                                            $      (187)
 Other                                                    (3,076)
Total Operating Revenue                                   (3,263)

Operating Expenses:
 Energy                                                     -     
 Purchased Capacity                                         -   
 Operations                                                5,020
 Maintenance                                                 370
 Depreciation and Amortization                               561
 State Excise Taxes                                         -   
 State Income Taxes                                          546 
 Federal Income Taxes                                      1,013  
 Other Taxes                                                 288
Total Operating Expenses                                   7,798
Operating Income and Expense                               4,535 

Other Income and Expense:
 AFDC Equity Funds                                          -    
 Earnings from Subsidiary Companies                      (93,372)
 Employee Separation Costs, Net of tax of $9,265            -    
 Miscellaneous Income-Net                                 (6,477)
Total Other Income and Expense                           (99,849)

Income Before Interest Charges                           (95,314)

Interest Charges:
 Interest on Long Term Debt                                1,254
 Other Interest Expense                                      688
Total Interest Charges                                     1,942
Allowance for Borrowed Funds Used During Construction       -    
Net Interest Charges                                       1,942

Preferred Dividends of Subsidiaries                         -    
Net Income (Loss)                                        (97,257)
Preferred Dividend Requirements                           16,716 

Income Available for Common Stock                    $   (80,541) 
    
Retained Earnings Beginning of Period                $  (247,806)
Net Income (Loss)                                        (93,372)
Dividends-Common Stock                                    83,152 
Dividends-Preferred Stock                                 16,716 
Preferred Stock Expense                                     -   
Other Changes                                                170 
Retained Earnings, End of Period                     $  (241,140)

                                Page 8 of 9<PAGE>
                  Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1994
                          (thousands of dollars)
                                                       Atlantic
                                                        Energy,  
                                                          Inc.    
                                                        Consol. 
Operating Revenues
 Electric                                            $   913,039 
 Other                                                      -    
Total Operating Revenue                                  913,039 

Operating Expenses:
 Energy                                                  210,891  
 Purchased Capacity                                      130,929
 Operations                                              156,409
 Maintenance                                              37,568
 Depreciation and Amortization                            73,344
 State Excise Taxes                                       97,072
 State Income Taxes                                         -    
 Federal Income Taxes                                     42,529  
 Other Taxes                                              10,757
Total Operating Expenses                                 759,499
Operating Income and Expense                             153,540 

Other Income and Expense:
 AFDC Equity Funds                                         3,634 
 Earnings from Subsidiary Companies                         -    
 Employee Separation Costs, Net of tax of $9,265         (17,335)
 Miscellaneous Income-Net                                  8,678 
Total Other Income and Expense                            (5,023)

Income Before Interest Charges                           148,517 

Interest Charges:
 Interest on Long Term Debt                               57,346
 Other Interest Expense                                    1,114
Total Interest Charges                                    58,460
Allowance for Borrowed Funds Used During Construction     (2,772)
Net Interest Charges                                      55,688

Preferred Dividends of Subsidiaries                      (16,716)
Net Income (Loss)                                         76,113 
Preferred Dividend Requirements                             -    

Income Available for Common Stock                    $    76,113  
    
Retained Earnings Beginning of Period                $   256,549 
Net Income (Loss)                                         76,113 
Dividends-Common Stock                                   (83,481)
Dividends-Preferred Stock                                   -    
Preferred Stock Expense                                     -   
Other Changes                                               -    
Retained Earnings, End of Period                     $   249,181 

                                Page 9 of 9<PAGE>


<TABLE> <S> <C>

<ARTICLE> OPUR3
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                               2,545,555
<TOTAL-OPERATING-REVENUES>                     913,039
<NET-INCOME>                                    76,113
        

</TABLE>


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