ATLANTIC ENERGY INC
DEFA14A, 1997-01-14
ELECTRIC SERVICES
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                     SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of
               the Securities Exchange Act of 1934

Filed by the registrant X          Filed  by a  party other  than
                                   the registrant __

Check the appropriate box:
___ Preliminary proxy statement         ___  Confidential, 
___ Definitive proxy statement          for Use of the Commission
 X  Definitive additional materials     only (as permitted by
                                        Rule 14a-6(e)(2))
___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                  Delmarva Power & Light Company
       (Name of Registrant(s) as Specified in its Charter)

                       Atlantic Energy, Inc.
            (Name of Person(s) Filing Proxy Statement
                  if other than the Registrant)

Payment of filing fee (Check the appropriate box):
___  No fee required.

___  Fee  computed  on   table  below  per  Exchange   Act  Rules
     14a-6(i)(4) and 0-11.
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        applies:
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        applies:
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        transaction computed  pursuant to Exchange  Act Rule  0-11
        (set  forth  the  amount  on  which  the  filing  fee   is
        calculated and state how it was determined:
   (4)  Proposed maximum aggregate value of the transaction:
   (5)  Total fee paid:

 X   Fee paid previously with preliminary materials.

___  Check box if  any part of the  fee is offset as  provided by
     Exchange Act  Rule 0-11(a)(2)  and identify  the filing  for
     which the offsetting fee was paid previously.   Identify the
     previous  filing by  registration statement  number,  or the
     Form or Schedule and the date of its filing.
   (1)  Amount previously paid:
   (2)  Form, schedule or registration statement no.:
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   (4)  Date filed:


Delmarva Power           Atlantic Energy
                         Energizing your future

"A merger that will create shareholder value through growth and
increased strength in the competitive marketplace."

Delmarva logo                           Atlantic logo


New Slide

Delmarva Power - Atlantic Energy Merger

   - The right fit, the right time

   - Merger will achieve:

     -  Larger, stronger company
     -  More competitive rate structure
     -  Broader selection of services
     -  Larger customer base
     -  Access to larger markets

Delmarva logo                           Atlantic logo


New Slide

New Name Chosen

   Conectiv

"A company that is competitive, aggressive and connected to the
needs of its customers, shareholders and the communities we
serve."

Delmarva logo                           Atlantic logo


New Slide

Merger Benefits

   Near-term benefits

   - Dividends -

     Intent to continue to pay our shareholders an attractive
     dividend.

   - Cost Savings -

     Net savings estimated to be in excess of $500 Million over
     first 10 years.

Delmarva logo                           Atlantic logo


New Slide

Merger Benefits

   Long-term benefits:

   Creates significant growth opportunities and competitive
   advantages

   - Scale to compete
   - Broader regional platform for growth
   - Increased financial strength and agility to grow into new
     markets

Delmarva logo                           Atlantic logo


New Slide

Conectiv's Growth Strategy

   - Work to capture a larger share of region's competitive
     energy and related services market.

   - Expand relationships with existing 1 million customers and
     develop relationships with new customers in wider region.

Delmarva logo                           Atlantic logo


New Slide

Conectiv's Growth Strategy

   - Building a portfolio of products and services that offer:

     -  Value
     -  Convenience
     -  Excellent customer service & satisfaction

   - New services and businesses will include:

     -  HVAC installation, operation and service
     -  Thermal Energy Services
     -  Energy Management
     -  Electrical Contracting & Plumbing

Delmarva logo                           Atlantic logo


New Slide

Conectiv's Growth Strategy

   New competitive businesses already underway:

   - Delmarva's HVAC Services Subsidiary

     -  4 established regional businesses acquired

   - Atlantic Energy's - Atlantic Thermal Systems

     -  District heating & cooling system under construction in
        Atlantic City

Delmarva logo                           Atlantic logo


New Slide

Merger Approval Status

   - Shareholder vote - January 30, 1997

   - FERC - filed in November 1996

   - State utility regulatory filings - February 1997

Delmarva logo                           Atlantic logo



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