ATLANTIC ENERGY INC
U-3A-2, 1996-02-29
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, Egg Harbor Township, New Jersey
         08234-4130.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, Egg Harbor Township, New Jersey
              08234-4130. 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, Egg Harbor Township, New
                 Jersey 08234-4130. 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 5100
             Harding Highway, Mays Landing, New Jersey 08330.
             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 5100
             Harding Highway,Mays Landing,, New Jersey 08330.
             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 5100
             Harding Highway, Mays Landing, New Jersey 08330. 
             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 5100
             Harding Highway, Mays Landing, New Jersey 08330. 
             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 5100 Harding Highway
             Mays Landing, New Jersey 08330. 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 forty-four
         transmission, has a joint interest in one transmission and   
     owns and maintains sixty-five distribution substations as    
      well as 11,659 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, 
             Philadelphia Electric Company, now PECO Energy Company
             and Public Service Electric and Gas 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 1995

         (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 - 9,741,647,000 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 - 335,284,000 kwh. (a)
                     Deepwater - None

                     (a) kwh excludes 151,994,000 kwh sold to power
                     brokers, ultimate destination not determinable.

         (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 - 2,330,757,000 kwh. (b)
                     Deepwater - None

                  (b) kwh excludes 428,719,000 kwh purchased from
                     power brokers, original source not
                     determinable. 
 
         In 1995 Atlantic Electric received 563,244,000 kwh. of
         interchanged energy and delivered 1,201,506,000 kwh. of
         interchanged energy pursuant to arrangements mentioned
         above.

         In 1995, Deepwater, as operator of the Deepwater Generating
         Station at Deepwater, New Jersey, delivered to Atlantic
         Electric, the owner of that station, 489,474,000 kwh. of
         electric energy.  
     
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, 1995 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
                                        887,898
                   2                    Total Operating Revenues
                                        953,137
                   3                    Net Income
                                         81,768
  


                                 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, 1996.

                             ATLANTIC ENERGY, INC.



                     By: /s/ J. E. Franklin, II, Vice President
                             J. E. Franklin, II,Vice President
                             Secretary & 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
             Vice President, Secretary & General Counsel
             Atlantic Energy, Inc.
             6801 Black Horse Pike
             Pleasantville, New Jersey 08232





aeiu2.wpd

                                                  Exhibit #99

                  Atlantic Energy, Inc. and Subsidiaries
                        Consolidating Balance Sheet
                             December 31, 1995
                          (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                    838,705
  Investment in Leveraged Leases                           -
  Nuclear Decommissioning Trust Fund                       -
  Nonutility Property and Equipment-Net                      18 
  Other Investments and Funds                              -     
Total Nonutility Property and
  Investments                                           838,723 

Current Assets:
  Cash and Temporary Investments                            714 
  Accounts Receivable:
    Utility Service                                        -  
    Miscellaneous                                          -    
    Allowance for Doubtful Accounts                        -
  Notes Receivable-Associated Companies                   7,500
  Advances-Associated Companies                           1,684
  Dividends Receivable-Subsidiaries                      20,225
  Accounts Receivable-Associated Companies               15,726 
  Unbilled Revenues                                        - 
  Fuel (at average cost)                                   -
  Materials and Supplies (at average cost)                 -
  Working Funds                                            -
  Deferred Income Taxes                                    -
  Deferred Energy Costs                                    -
  Other                                                   2,961 
Total Current Assets                                     48,810 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -     
   Unamortized Debt Costs                                  -
   Unrecovered State Excise Taxes                          -
   Recoverable Federal Income Taxes                        -
   Deferred Income Taxes                                   -
   Other Regulatory Assets                                 -
   Other                                                    365 
Total Deferred Debits                                       365  

Total Assets                                       $    887,898   

                               Page 1 of 10<PAGE>
              
    Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1995
                         (thousands of dollars)


                                                       Atlantic 
                                                        Energy, 
                                                         Inc.    
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $    563,436
    Other Equity                                           -
    Retained Earnings                                   249,741
    Total Common Equity                                 813,177 
    Preferred Stock:
     Not Subject to Mandatory Redemption                   -
     Subject to Mandatory Redemption                       -
Long Term Debt                                             -    
Total Capitalization                                    813,177 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -
  Long Term Debt                                         34,500   
  Short Term Debt                                          -      
  Accounts Payable                                         - 
  Advances-Associated Companies                            -
  Notes Payable-Associated Companies                       -
  Accounts Payable-Associated Companies                  19,199 
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                               3 
  Interest Accrued                                          162
  Dividends Declared                                     20,225
  Employees Separation Costs                               -
  Other                                                     632
Total Current Liabilities                                74,721 

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               $    887,898 











                               Page 2 of 10<PAGE>
             
     Atlantic Energy, Inc. and Subsidiaries
                        Consolidating Balance Sheet
                             December 31, 1995
                          (thousands of dollars)


                                                    Atlantic City
                                                    Electric Co.
                                                    Consolidated 
ASSETS
 Electric Utility Plant:
  In Service                                       $  2,429,176
  Less Accumulated Depreciation                        (794,479)
  Net                                                 1,634,697 
  Construction Work in Progress                         119,270
  Land Held for Future Use                                6,941
  Leased Property-Net                                    40,878 
 Electric Utility Plant-Net                           1,801,786 

  Investment in Subsidiary Companies                      -
  Investment in Leveraged Leases                          -
  Nuclear Decommissioning Trust Fund                     61,802
  Nonutility Property and Equipment-Net                      50 
  Other Investments and Funds                             2,027  
Total Nonutility Property and
  Investments                                            63,879 
Current Assets:

  Cash and Temporary Investments                          3,987
  Accounts Receivable:
    Utility Service                                      66,099
    Miscellaneous                                        16,017 
    Allowance for Doubtful Accounts                      (3,300)
  Notes Receivable-Associated Companies                    -
  Advances-Associated Companies                            - 
  Dividends Receivable-Subsidiaries                        -
  Accounts Receivable-Associated Companies                1,362
  Unbilled Revenues                                      41,515
  Fuel (at average cost)                                 25,459
  Materials and Supplies (at average cost)               25,434
  Working Funds                                          14,420
  Deferred Income Taxes                                    -
  Deferred Energy Costs                                  31,434
  Other                                                  21,002 
Total Current Assets                                    243,429 

Deferred Debits:
   Unrecovered Purchased Power Costs                     99,817  
   Unamortized Debt Costs                                38,924
   Unrecovered State Excise Taxes                        64,274
   Recoverable Federal Income Taxes                      85,858
   Deferred Income Taxes                                   -
   Other Regulatory Assets                               54,568
   Other                                                  9,372 
Total Deferred Debits                                   352,813  

Total Assets                                       $  2,461,907   

                               Page 3 of 10<PAGE>
              
    Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1995
                         (thousands of dollars)


                                                    Atlantic City
                                                    Electric Co.
                                                    Consolidated 

LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                    $    54,963
    Other Equity                                        491,712
    Retained Earnings                                   252,484
    Total Common Equity                                 799,159 
    Preferred Stock:
     Not Subject to Mandatory Redemption                 40,000
     Subject to Mandatory Redemption                    114,750
Long Term Debt                                          802,356 
Total Capitalization                                  1,756,265 

Current Liabilities:
  Preferred Stock Redemption Requirement                 22,250
  Long Term Debt                                         12,247
  Short Term Debt                                        30,545
  Accounts Payable                                       60,831 
  Advances-Associated Companies                            -
  Notes Payable-Associated Companies                       -  
  Accounts Payable-Associated Companies                  11,574 
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                           3,382 
  Interest Accrued                                       19,961
  Dividends Declared                                     23,490
  Employees Separation Costs                              7,488
  Deferred Income Taxes                                   2,569   
  Other                                                  17,806
Total Current Liabilities                               212,143 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                 354,218
  Deferred Income Tax Credits                            49,112
  Capital Lease Obligations                              40,227
  Other                                                  49,942
Total Deferred Credits
   and Other Liabilities                                493,499

Total Liabilities and Capitalization               $  2,461,907 









                               Page 4 of 10<PAGE>
               
   Atlantic Energy, Inc. and Subsidiaries
                        Consolidating Balance Sheet
                             December 31, 1995
                          (thousands of dollars)

                                                      Atlantic 
                                                       Energy     
                                                     Enterprises
                                                        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                         78,959
  Nuclear Decommissioning Trust Fund                      -
  Nonutility Property and Equipment-Net                  22,676 
  Other Investments and Funds                            50,752  
Total Nonutility Property and
  Investments                                           152,387 

Current Assets:
  Cash and Temporary Investments                            990
  Accounts Receivable:
    Utility Service                                        -
    Miscellaneous                                         1,452 
    Allowance for Doubtful Accounts                        -
  Notes Receivable-Associated Companies                    -
  Advances-Associated Companies                            - 
  Dividends Receivable-Subsidiaries                        -
  Accounts Receivable-Associated Companies               19,207 
  Unbilled Revenues                                        -
  Fuel (at average cost)                                   -
  Materials and Supplies (at average cost)                 -
  Working Funds                                               1
  Deferred Income Taxes                                    -  
  Deferred Energy Costs                                    -
  Other                                                     129 
Total Current Assets                                     21,779 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -  
   Unamortized Debt Costs                                    80
   Unrecovered State Excise Taxes                          -
   Recoverable Federal Income Taxes                        -
   Deferred Income Taxes                                   -
   Other Regulatory Assets                                 -
   Other                                                  1,246
Total Deferred Debits                                     1,326  

Total Assets                                       $    175,492   
                               Page 5 of 10<PAGE>
             
     Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1995
                         (thousands of dollars)


                                                      Atlantic 
                                                       Energy     
                                                     Enterprises
                                                        Inc.
                                                    Consolidated 
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $     48,762
    Other Equity                                            166
    Retained Earnings                                    (9,382)
    Total Common Equity                                  39,546 
    Preferred Stock:
     Not Subject to Mandatory Redemption                   -
     Subject to Mandatory Redemption                       -
Long Term Debt                                           27,500 
Total Capitalization                                     67,046 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -
  Long Term Debt                                         18,500
  Short Term Debt                                          -
  Accounts Payable                                           27 
  Advances-Associated Companies                           1,684
  Notes Payable-Associated Companies                      7,500  
  Accounts Payable-Associated Companies                   5,514 
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                              65 
  Interest Accrued                                          192   
  Dividends Declared                                       -
  Employees Separation Costs                               -
  Other                                                   2,116
Total Current Liabilities                                35,598 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                  71,657
  Deferred Income Tax Credits                              -
  Capital Lease Obligations                                -
  Other                                                   1,191
Total Deferred Credits
   and Other Liabilities                                 72,848

Total Liabilities and Capitalization               $    175,492 









                               Page 6 of 10<PAGE>
            
     Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1995
                         (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             -      838,705
 Investment in Leveraged Leases                 -         -
  Nuclear Decommissioning Trust Fund            -         -
  Nonutility Property and Equipment-Net         -         -
  Other Investments and Funds                   -         -   
Total Nonutility Property and
  Investments                                   -      838,705

Current Assets:
  Cash and Temporary Investments                -         -
  Accounts Receivable:                          -         -
    Utility Service                             -         -
 Miscellaneous                                    8       -
    Allowance for Doubtful Accounts             -         -
  Notes Receivable-Associated Companies         -        7,500
  Advances-Associated Companies                 -        1,684
  Dividends Receivable-Subsidiaries             -       20,225
Accounts Receivable-Associated Companies        -       36,294
  Unbilled Revenues                             -         -
  Fuel (at average cost)                        -         -
  Materials and Supplies (at average cost)      -         -
  Working Funds                                 -         -
  Deferred Income Taxes                         -         -
  Deferred Energy Costs                         -         -
  Other                                         -         -   
Total Current Assets                              8     65,703

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                               $      8  $ 904,408

                               Page 7 of 10<PAGE>
              
    Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1995
                         (thousands of dollars)

                                              Eliminations and 
                                              Reclassifications
                                             Debits       Credits
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                            $103,725 $     -
    Other Equity                             494,010      2,132
    Retained Earning s                       243,102       -    
    Total Common Equity                      840,837      2,132
    Preferred Stock:
     Not Subject to Mandatory Redemption        -           -
     Subject to Mandatory Redemption            -           -
Long Term Debt                                  -           -   
Total Capitalization                         840,837      2,132

Current Liabilities:
  Preferred Stock Redemption Requirement        -           -
  Long Term Debt                                -           -
  Short Term Debt                               -            -
  Accounts Payable                              -           -
  Advances-Associated Companies                1,684        -
  Notes Payable-Associated Companies           7,500        -
  Accounts Payable-Associated Companies       36,286        -
  Taxes Payable-Affiliates                      -           -
  Taxes Accrued                                 -           -
  Interest Accrued                              -           -
  Dividends Declared                          20,225        -
  Employees Separation Costs                    -           -
  Other                                         -           -   
Total Current Liabilities                     65,695        -   

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       $ 906,532  $    2,132












                               Page 8 of 10<PAGE>
            
     Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1995
                         (thousands of dollars)
                                    
                                                           Atlantic
                                                         Energy, Inc.
                                                         Consolidated
Assets
 Electric Utility Plant:
  In Service                                         $ 2,429,176
  Less Accumulated Depreciation                         (794,479) 
  Net                                                  1,634,697 
  Construction Work in Progress                          119,270
  Land Held for Future Use                                 6,941
  Leased Property-Net                                     40,878
  Electric Utility Plant-Net                           1,801,786

  Investment in Subsidiary Companies                        -
  Investment in Leveraged Leases                          78,959
  Nuclear Decommissioning Trust Fund                      61,802
  Nonutility Property and Equipment-Net                   22,744 
  Other Investments and Funds                             52,779  
Total Nonutility Property and
  Investments                                            216,284 

Current Assets:
  Cash and Temporary Investments                           5,691 
  Accounts Receivable:                                      -
    Utility Service                                       66,099  
   Miscellaneous                                          17,477
    Allowance for Doubtful Accounts                       (3,300)
  Notes Receivable-Associated Companies                     -
  Advances-Associated Companies                             -
  Dividends Receivable-Subsidiaries                         - 
Accounts Receivable-Associated Companies                    - 
  Unbilled Revenues                                       41,515
  Fuel (at average cost)                                  25,459
  Materials and Supplies (at average cost)                25,434
  Working Funds                                           14,421
  Deferred Income Taxes                                     -
  Deferred Energy Costs                                   31,434
  Other                                                   24,092 
Total Current Assets                                     248,322 

Deferred Debits:
   Unrecovered Purchased Power Costs                      99,817  
   Unamortized Debt Costs                                 39,004
   Unrecovered State Excise Taxes                         64,274
   Recoverable Federal Income Taxes                       85,858
   Other Regulatory Assets                                54,568
   Other                                                  10,983 
Total Deferred Debits                                    354,504 

Total Assets                                         $ 2,620,896  
 
                                    
                               Page 9 of 10
                                    
                                    
                  Atlantic Energy, Inc. and Subsidiaries
                       Consolidating Balance Sheet
                            December 31, 1995
                         (thousands of dollars)


                                                       Atlantic 
                                                        Energy,   
                                                         Inc.
                                                     Consolidated

LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                     $  563,436
    Other Equity                                           -
    Retained Earnings                                   249,741
    Total Common Equity                                 813,177 
    Preferred Stock:
     Not Subject to Mandatory Redemption                 40,000
     Subject to Mandatory Redemption                    114,750
Long Term Debt                                          829,856 
Total Capitalization                                  1,797,783 

Current Liabilities:
  Preferred Stock Redemption Requirement                 22,250
  Long Term Debt                                         65,247
  Short Term Debt                                        30,545
  Accounts Payable                                       66,858 
  Advances-Associated Companies                            -
  Notes Payable- Associated Companies                      -   
  Accounts Payable-Associated Companies                    - 
  Taxes Payable-Affiliates                                 -
  Taxes Accrued                                           3,450 
  Interest Accrued                                       20,315
  Dividends Declared                                     23,490
  Employees Separation Costs                              7,488
  Deferred Income Taxes                                   2,569  
  Other                                                  20,554
Total Current Liabilities                               256,766 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                 425,875
  Deferred Income Tax Credits                            49,112
  Capital Lease Obligations                              40,227
  Other                                                  51,133
Total Deferred Credits
   and Other Liabilities                                566,347

Total Liabilities and Capitalization               $  2,620,896 








                               Page 10 of 10<PAGE>
            
      Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1995
                          (thousands of dollars)
                                                       Atlantic
                                                        Energy,
                                                         Inc.     
                                                      
Operating Revenues
 Electric                                            $      -    
 Other                                                      -    
Total Operating Revenue                                     -   

Operating Expenses:
 Energy                                                     -     
 Purchased Capacity                                         -   
 Operations                                                1,137
 Maintenance                                                -
 Depreciation and Amortization                                 1
 State Excise Taxes                                         -   
 State Income Taxes                                         -   
 Federal Income Taxes                                       (832) 
 Other Taxes                                                -   

Total Operating Expenses                                     308
Operating Income and Expense                                (308)

Other Income and Expense:
 AFDC Equity Funds                                          -    
 Earnings from Subsidiary Companies                       97,997
 Miscellaneous Income-Net                                     39
Total Other Income and Expense                            98,036

Income Before Interest Charges                            97,728

Interest Charges:
 Interest on Long Term Debt                                  459  
 Other Interest Expense                                      874
Total Interest Charges                                     1,333 
Allowance for Borrowed Funds Used During Construction       -   
Net Interest Charges                                       1,333

Preferred Dividends of Subsidiaries                      (14,627)
Net Income (Loss)                                         81,768
Preferred Dividend Requirements                             -    

Income Available for Common Stock                    $    81,768  
    
Retained Earnings Beginning of Period                $   249,181
Net Income (Loss)                                         81,768
Dividends-Common Stock                                   (81,208)
Dividends-Preferred Stock                                   -   
Preferred Stock Expense                                     -   
Other Changes                                               -   
Retained Earnings, End of Period                     $   249,741

                                Page 1 of 5<PAGE>
             
     Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1995
                          (thousands of dollars)
                                                       Atlantic
                                                        City 
                                                       Electric   
                                                          Co.   
                                                        Consol. 
Operating Revenues
 Electric                                            $   953,779 
 Other                                                      -    
Total Operating Revenue                                  953,779

Operating Expenses:
 Energy                                                  191,766  
 Purchased Capacity                                      190,570
 Operations                                              152,277
 Maintenance                                              34,414
 Depreciation and Amortization                            78,461
 State Excise Taxes                                      102,811
 State Income Taxes                                         -   
 Federal Income Taxes                                     45,876  
 Other Taxes                                               8,677
Total Operating Expenses                                 804,852
Operating Income and Expense                             148,927 

Other Income and Expense:
 AFDC Equity Funds                                           817 
 Earnings from Subsidiary Companies                         -   
 Miscellaneous Income-Net                                 10,208
Total Other Income and Expense                            11,025

Income Before Interest Charges                           159,952

Interest Charges:
 Interest on Long Term Debt                               60,329 
Other Interest Expense                                     2,550
Total Interest Charges                                    62,879
Allowance for Borrowed Funds Used During Construction     (1,679)
Net Interest Charges                                      61,200

Preferred Dividends of Subsidiaries                         -    
Net Income (Loss)                                         98,752
Preferred Dividend Requirements                          (14,627)

Income Available for Common Stock                    $    84,125  
   
Retained Earnings Beginning of Period                $   249,767
Net Income (Loss)                                         98,752
Dividends-Common Stock                                   (81,239)
Dividends-Preferred Stock                                (14,627)
Preferred Stock Expense                                     (169) 
Other Changes                                                -   
Retained Earnings, End of Period                     $   252,484

                                Page 2 of 5<PAGE>
            
      Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1995
                          (thousands of dollars)
                                                       Atlantic
                                                        Energy    
                                                     Enterprises
                                                         Inc.     
                                                     Consolidated
                                                            
Operating Revenues
 Electric                                            $      -    
 Other                                                     4,165 
Total Operating Revenue                                    4,165

Operating Expenses:
 Energy                                                     -     
 Purchased Capacity                                         -   
 Operations                                                6,828
 Maintenance                                                 186
 Depreciation and Amortization                               769
 State Excise Taxes                                         -   
 State Income Taxes                                          390
 Federal Income Taxes                                       (875) 
 Other Taxes                                                 300
Total Operating Expenses                                   7,598
Operating Income and Expense                              (3,433)

Other Income and Expense:
 AFDC Equity Funds                                          -    
 Earnings from Subsidiary Companies                         -
 Miscellaneous Income-Net                                  4,516
Total Other Income and Expense                             4,516 

Income Before Interest Charges                             1,083

Interest Charges:
 Interest on Long Term Debt                                1,026
 Other Interest Expense                                      812
Total Interest Charges                                     1,838  
Allowance for Borrowed Funds Used During Construction       -    
Net Interest Charges                                       1,838

Preferred Dividends of Subsidiaries                         -    
Net Income (Loss)                                           (755)
Preferred Dividend Requirements                             -    

Income Available for Common Stock                    $      (755) 
     
Retained Earnings Beginning of Period                $      -
Net Income (Loss)                                           (755)
Dividends-Common Stock                                      -  
Dividends-Preferred Stock                                   -    
Preferred Stock Expense                                     -   
Other Changes                                              (8627)
Retained Earnings, End of Period                    $     (9,382) 

                                Page 3 of 5<PAGE>
              
    Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1995
                          (thousands of dollars)
                                                     Elimination
                                                      & Reclass
                                                       Entries
                                                    (Debit)Credit

Operating Revenues
 Electric                                            $      (642)
 Other                                                    (4,165)
Total Operating Revenue                                   (4,807)

Operating Expenses:
 Energy                                                     -     
 Purchased Capacity                                         -   
 Operations                                                8,184
 Maintenance                                                 221
 Depreciation and Amortization                               770
 State Excise Taxes                                         -   
 State Income Taxes                                          390 
 Federal Income Taxes                                     (1,707) 
 Other Taxes                                                 300
Total Operating Expenses                                   8,158
Operating Income and Expense                               3,351 

Other Income and Expense:
 AFDC Equity Funds                                          -    
 Earnings from Subsidiary Companies                      (97,997)
 Miscellaneous Income-Net                                 (6,521)
Total Other Income and Expense                          (104,518)

Income Before Interest Charges                          (101,167)

Interest Charges:
 Interest on Long Term Debt                                1,485
 Other Interest Expense                                    1,685
Total Interest Charges                                     3,170
Allowance for Borrowed Funds Used During Construction       -    
Net Interest Charges                                       3,170

Preferred Dividends of Subsidiaries                         -    
Net Income (Loss)                                        (97,997)
Preferred Dividend Requirements                           14,627 

Income Available for Common Stock                    $   (83,370) 
    
Retained Earnings Beginning of Period                $  (249,767)
Net Income (Loss)                                        (97,997)
Dividends-Common Stock                                    81,239 
Dividends-Preferred Stock                                 14,627 
Preferred Stock Expense                                      169 
Other Changes                                              8,627 
Retained Earnings, End of Period                     $  (243,102)

                                Page 4 of 5<PAGE>
             
     Atlantic Energy, Inc. and Subsidiaries
          Consolidating Statement of Income and Retained Earnings
                             December 31, 1995
                          (thousands of dollars)
                                                       Atlantic
                                                        Energy,  
                                                         Inc.     
                                                        Consol. 
Operating Revenues
 Electric                                            $   953,137 
 Other                                                      -    
Total Operating Revenue                                  953,137 

Operating Expenses:
 Energy                                                  191,766  
 Purchased Capacity                                      190,570
 Operations                                              152,060
 Maintenance                                              34,379
 Depreciation and Amortization                            78,461
 State Excise Taxes                                      102,811
 State Income Taxes                                         -    
 Federal Income Taxes                                     45,876  
 Other Taxes                                               8,677
Total Operating Expenses                                 804,600
Operating Income and Expense                             148,537 

Other Income and Expense:
 AFDC Equity Funds                                           817 
 Earnings from Subsidiary Companies                         -    
 Miscellaneous Income-Net                                  8,241 
Total Other Income and Expense                             9,058

Income Before Interest Charges                           157,595 

Interest Charges:
 Interest on Long Term Debt                               60,329
 Other Interest Expense                                    2,550
Total Interest Charges                                    62,879
Allowance for Borrowed Funds Used During Construction     (1,679)
Net Interest Charges                                      61,200

Preferred Dividends of Subsidiaries                      (14,627)
Net Income (Loss)                                         81,768 
Preferred Dividend Requirements                             -    

Income Available for Common Stock                    $    81,768  
    
Retained Earnings Beginning of Period                $   249,181 
Net Income (Loss)                                         81,768 
Dividends-Common Stock                                   (81,208)
Dividends-Preferred Stock                                   -    
Preferred Stock Expense                                     -   
Other Changes                                               -    
Retained Earnings, End of Period                     $   249,741 

                                Page 5 of 5<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR3
<CIK> 0000806393
<NAME> ATLANTIC ENERGY, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                               2,620,896
<TOTAL-OPERATING-REVENUES>                     953,137
<NET-INCOME>                                    81,768
        

</TABLE>


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