ATLANTIC CITY ELECTRIC CO
U-3A-2, 1995-02-28
ELECTRIC SERVICES
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                                       Commission File No. 1-3559



                    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 CITY ELECTRIC COMPANY
                              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 City Electric Company ("Claimant"), organized under
         the laws of New Jersey on April 28, 1924, has its principal
         office at 6801 Black Horse Pike, Pleasantville, New Jersey
         08232.  Claimant 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.  Claimant is a wholly-owned subsidiary
         of Atlantic Energy, Inc.

                 (A)  Deepwater Operating Company ("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 Claimant and located in Salem
                 County, New Jersey. Deepwater is a wholly-owned
                 subsidiary of Claimant.


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.

         The principal New Jersey properties of Claimant 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 Claimant, owns  
              no utility plant. It operates generating units owned by 
             Claimant.

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 -  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
                     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 - 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 -  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 Claimant received 392,807,000 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 Claimant, 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

         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
                                     2,424,117   
                    2                Total Operating Revenues
                                     913,226
                    4                Net Income
                                     93,174

     

                                 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 CITY ELECTRIC COMPANY



                             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 City Electric Company
             6801 Black Horse Pike
             Pleasantville, New Jersey 08232

200u1.wpd 

               Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1994
                          (thousands of dollars)


                                                       Atlantic
                                                         City
                                                       Electric
                                                          Co.  
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 Company                        3,620
  Nuclear Decommissioning Trust Fund                     52,004
  Nonutility Property                                     1,286
  Other Investments and Funds                             1,853
Total Nonutility Property and
  Investments                                            58,763 

Current Assets:
  Cash and Temporary Investments                          3,414 
  Accounts Receivable:
    Utility Service                                      54,554
    Miscellaneous                                        13,307 
    Allowance for Doubtful Accounts                      (3,300)
  Accounts Receivable-Associated Companies                3,040  
  Unbilled Revenues                                      32,070
  Fuel (at average cost)                                 28,030
  Materials and Supplies (at average cost)               24,720
  Working Funds                                          14,474
  Other Prepayments                                      11,311
  Deferred Income Taxes                                  15,991
  Deferred Energy Costs                                  10,999

Total Current Assets                                    208,610 

Deferred Debits:
   Unrecovered Purchased Power Costs                    115,538  
   Recoverable Federal Income Taxes                      85,854
   Unrecovered State Excise Taxes                        73,834
   Unamortized Debt Costs                                38,083
   Other Regulatory Assets                               45,441
   Other                                                 16,071 
Total Deferred Debits                                   374,821  

Total Assets                                         $2,424,117   


                               Page 1 of 8 <PAGE>
               Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                       Atlantic 
                                                         City   
                                                       Electric 
                                                          Co.  
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $     54,963
    Premium on Capital Stock                            231,081
    Contributed Capital                                 262,749
    Capital Stock Expense                                (2,300)
    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 (Excluding Current Portion)      1,748,798 

Current Liabilities:
  Preferred Stock Redemption Requirement                 12,250
  Capital Lease Obligations due within one year             928
  Short Term Debt                                         8,600
  Accounts Payable                                       65,528 
  Advances-Associated Companies                            -
  Accounts Payable-Associated Companies                   1,518 
  Taxes Payable-Affiliates                                9,537
  Taxes Accrued                                           3,478 
  Interest Accrued                                       19,048
  Dividends Declared                                     24,681
  Deferred Taxes                                          3,850
  Employees Separation Costs                             26,600
  Other                                                  17,731
Total Current Liabilities                               193,749 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                 350,697
  Deferred Income Tax Credits                            51,646
  Capital Lease Obligations                              41,102
  Other                                                  38,125
Total Deferred Credits and Other Liabilities            481,570

Total Liabilities and Capitalization                 $2,424,117 










                                Page 2 of 8<PAGE>
                Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1994
                          (thousands of dollars)


                                                      Deepwater
                                                      Operating
                                                       Company 
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 Company                         -   
  Nuclear Decommissioning Trust Fund                       -   
  Nonutility Property                                      -   
  Other Investments and Funds                              -   
Total Nonutility Property and
  Investments                                              -    

Current Assets:
  Cash and Temporary Investments                             45 
  Accounts Receivable:
    Utility Service                                        -   
    Miscellaneous                                           128 
    Allowance for Doubtful Accounts                        -    
  Accounts Receivable-Associated Companies                1,518  
  Unbilled Revenues                                        -   
  Fuel (at average cost)                                   -   
  Materials and Supplies (at average cost)                3,103
  Working Funds                                               1
  Other Prepayments                                         449
  Deferred Income Taxes                                    -   
  Deferred Energy Costs                                    -   

Total Current Assets                                      5,244 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -     
   Recoverable Federal Income Taxes                        -   
   Unrecovered State Excise Taxes                          -   
   Unamortized Debt Costs                                  -   
   Other Regulatory Assets                                1,614
   Other                                                   -    
Total Deferred Debits                                     1,614  

Total Assets                                         $    6,858   


                               Page 3 of 8 <PAGE>
                   Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                      Deepwater 
                                                      Operating 
                                                       Company  
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $          1
    Premium on Capital Stock                               -   
    Contributed Capital                                    -   
    Capital Stock Expense                                  -    
    Retained Earnings                                      -   
    Total Common Equity                                       1 
  Preferred Stock:  
     Not Subject to Mandatory Redemption                   -   
     Subject to Mandatory Redemption                       -   
  Long Term Debt                                           -    
Total Capitalization (Excluding Current Portion)              1 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -   
  Capital Lease Obligations due within one year            -   
  Short Term Debt                                          -   
  Accounts Payable                                          104 
  Advances-Associated Companies                           3,619
  Accounts Payable-Associated Companies                     671 
  Taxes Payable-Affiliates                                 -   
  Taxes Accrued                                              12 
  Interest Accrued                                         -   
  Dividends Declared                                       -   
  Deferred Taxes                                           -   
  Employees Separation Costs                               -   
  Other                                                     475
Total Current Liabilities                                 4,881 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                    -   
  Deferred Income Tax Credits                              -   
  Capital Lease Obligations                                -   
  Other                                                   1,976
Total Deferred Credits and Other Liabilities              1,976

Total Liabilities and Capitalization                 $    6,858 










                                Page 4 of 8<PAGE>
                   Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1994
                          (thousands of dollars)


                                                    Elimination
                                                     & Reclass
                                                      Entries 
                                                       Debit
                                                     (Credit)  
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 Company                       3,620 
  Nuclear Decommissioning Trust Fund                       -   
  Nonutility Property                                      -   
  Other Investments and Funds                              -   
Total Nonutility Property and
  Investments                                             3,620 

Current Assets:
  Cash and Temporary Investments                           -    
  Accounts Receivable:
    Utility Service                                        -   
    Miscellaneous                                          -    
    Allowance for Doubtful Accounts                        -    
  Accounts Receivable-Associated Companies                2,189  
  Unbilled Revenues                                        -   
  Fuel (at average cost)                                   -   
  Materials and Supplies (at average cost)                 -   
  Working Funds                                            -   
  Other Prepayments                                        -   
  Deferred Income Taxes                                   3,850
  Deferred Energy Costs                                    -   

Total Current Assets                                      6,039 

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

Total Assets                                       $      9,659   


                               Page 5 of 8 <PAGE>
                 Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                    Elimination
                                                     & Reclass
                                                      Entries 
                                                       Debit
                                                     (Credit)     
  LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $          1
    Premium on Capital Stock                               -   
    Contributed Capital                                    -   
    Capital Stock Expense                                  -    
    Retained Earnings                                      -   
    Total Common Equity                                       1 
  Preferred Stock:  
     Not Subject to Mandatory Redemption                   -   
     Subject to Mandatory Redemption                       -   
  Long Term Debt                                           -    
Total Capitalization (Excluding Current Portion)              1 

Current Liabilities:
  Preferred Stock Redemption Requirement                   -   
  Capital Lease Obligations due within one year            -   
  Short Term Debt                                          -   
  Accounts Payable                                         -    
  Advances-Associated Companies                           3,619
  Accounts Payable-Associated Companies                   2,189 
  Taxes Payable-Affiliates                                 -   
  Taxes Accrued                                            -    
  Interest Accrued                                         -   
  Dividends Declared                                       -   
  Deferred Taxes                                          3,850
  Employees Separation Costs                               -   
  Other                                                    -   
Total Current Liabilities                                 9,658 

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               $      9,659 









                                Page 6 of 8<PAGE>
                 Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1994
                          (thousands of dollars)


                                                       Atlantic
                                                         City
                                                       Electric
                                                          Co.  
                                                       Consol. 
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 Company                         -   
  Nuclear Decommissioning Trust Fund                     52,004
  Nonutility Property                                     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                                        13,435 
    Allowance for Doubtful Accounts                      (3,300)
  Accounts Receivable-Associated Companies                2,369  
  Unbilled Revenues                                      32,070
  Fuel (at average cost)                                 28,030
  Materials and Supplies (at average cost)               27,823
  Working Funds                                          14,475
  Other Prepayments                                      11,760
  Deferred Income Taxes                                  12,141
  Deferred Energy Costs                                  10,999

Total Current Assets                                    207,815 

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

Total Assets                                         $2,421,316   


                               Page 7 of 8 <PAGE>
               Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1994
                         (thousands of dollars)


                                                       Atlantic 
                                                         City   
                                                       Electric 
                                                          Co.  
                                                        Consol. 
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $     54,963
    Premium on Capital Stock                            231,081
    Contributed Capital                                 262,749
    Capital Stock Expense                                (2,300)
    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 (Excluding Current Portion)      1,748,798 

Current Liabilities:
  Preferred Stock Redemption Requirement                 12,250
  Capital Lease Obligations due within one year             928
  Short Term Debt                                         8,600
  Accounts Payable                                       65,632 
  Advances-Associated Companies                            -
  Accounts Payable-Associated Companies                    -    
  Taxes Payable-Affiliates                                9,537
  Taxes Accrued                                           3,490 
  Interest Accrued                                       19,048
  Dividends Declared                                     24,681
  Deferred Taxes                                           -   
  Employees Separation Costs                             26,600
  Other                                                  18,206
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 8 of 8<PAGE>
                     Atlantic City Electric Company and Subsidiary
                     Consolidated Statement of Income
                             December 31, 1994
                          (thousands of dollars)
                                                       Atlantic
                                                        City 
                                                       Electric   
                                                          Co.   

Operating Revenues-Electric                          $   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
 Federal Income Taxes                                     42,529  
 Other Taxes                                              10,757
 Reimbursed Expenses*                                       -   
Total Operating Expenses                                 760,231
Total Operating Income and Expense                       152,995 

Other Income and Expense:
 AFDC Equity Funds                                         3,634 
 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                                           $    93,174



*  The net production costs of Deepwater (after deducting charges
to E.I. duPont DeNemours & Company through June 1994) are charged
to the Company.  These costs are included in the Company's income
accounts and classified as appropriate.  The operating expenses
were apportioned and reimbursed as follows:

  E.I duPont deNemours & Company, Inc.               $     7,544
  Atlantic City Electric Company                          24,003
    Total                                            $    31,547



                                Page 1 of 2<PAGE>
                  Atlantic City Electric Company and Subsidiary
                     Consolidated Statement of Income
                             December 31, 1994
                          (thousands of dollars)
                                            
                                                       Deepwater
                                                       Operating  
                                                        Company 

Operating Revenues-Electric                          $      -   

Operating Expenses:
 Energy                                                   20,227  
 Purchased Capacity                                         -   
 Operations                                                5,976
 Maintenance                                               4,250
 Depreciation and Amortization                              -   
 State Excise Taxes                                         -   
 Federal Income Taxes                                       -     
 Other Taxes                                               1,094
 Reimbursed Expenses*                                    (31,547)
Total Operating Expenses                                    -   
Total Operating Income and Expense                          -    

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

Income Before Interest Charges                              -   

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                                           $      -   
















                                Page 2 of 2


<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>                               2,421,316
<TOTAL-OPERATING-REVENUES>                     913,226
<NET-INCOME>                                    93,174
        

</TABLE>


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