ATLANTIC CITY ELECTRIC CO
U-3A-2, 1996-02-29
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, Egg Harbor Township, New
         Jersey 08234-4130.  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, Egg Harbor Township, New Jersey 08234-
                 4130.  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 forty-four             
transmission, has an 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 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 1995

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

                     Claimant -  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
                     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 - 335,284,000 kwh. (a)
                     Deepwater - None

                  (a) kwh excludes 151,944,000 kwh sold to power
                     brokers, ultimate destination unknown.
       
         (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 -  2,330,757,000kwh. (b)
                     Deepwater - None
                  
             (b)kwh excludes 428,719,000 kwh purchased from power
             brokers, original sources not determinable.

        In 1995 Claimant received 563,244,000 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 Claimant, 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

         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
                                     2,467,645   
                    2                Total Operating Revenues
                                     953,779
                    4                Net Income
                                     98,752

     

                                 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 CITY ELECTRIC COMPANY



                             By:/s/ J. E. Franklin, II 
                                     J. E. Franklin, II
                                  Senior 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
             Senior Vice President,Secretary & General Counsel
             Atlantic City Electric Company
             6801 Black Horse Pike
             Egg Harbor Township, New Jersey 08234-4130

200u1.wpd 

                                                  Exhibit #99

               Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1995
                          (thousands of dollars)

                                                      Atlantic
                                                         City
                                                       Electric
                                                          Co.  
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 Company                        3,620
  Nuclear Decommissioning Trust Fund                     61,802
  Nonutility Property                                        50
  Other Investments and Funds                             2,027
Total Nonutility Property and
  Investments                                            67,499 

Current Assets:
  Cash and Temporary Investments                          3,950 
  Accounts Receivable:
    Utility Service                                      66,099
    Miscellaneous                                        15,910 
    Allowance for Doubtful Accounts                      (3,300)
  Accounts Receivable-Associated Companies                2,027  
  Unbilled Revenues                                      41,515
  Fuel (at average cost)                                 25,459
  Materials and Supplies (at average cost)               22,441
  Working Funds                                          14,419
  Other Prepayments                                      20,106
  Deferred Income Taxes                                   8,433
  Deferred Energy Costs                                  31,434

Total Current Assets                                    248,493 

Deferred Debits:
   Unrecovered Purchased Power Costs                     99,817  
   Recoverable Federal Income Taxes                      85,858
   Unrecovered State Excise Taxes                        64,274
   Unamortized Debt Costs                                38,924
   Other Regulatory Assets                               52,029
   Other                                                  8,965 
Total Deferred Debits                                   349,867  

Total Assets                                         $2,467,645   


                               Page 1 of 8 <PAGE>
 
             Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1995
                         (thousands of dollars)


                                                       Atlantic 
                                                         City   
                                                       Electric 
                                                          Co.  
LIABILITIES & CAPITALIZATION:
  Capitalization:
  Common Equity:
    Common Stock                                   $     54,963
    Premium on Capital Stock                            231,081
    Contributed Capital                                 262,762
    Capital Stock Expense                                (2,131)
    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 (Excluding Current Portion)      1,756,265 

Current Liabilities:
  Preferred Stock Redemption Requirement                 22,250
  Capital Lease Obligations due within one year             650
  Long Term Debt - Current Portion                       12,247 
  Short Term Debt                                        30,545
  Accounts Payable                                       60,714 
  Advances - Associated Companies                          -      
  Taxes Payable-Affiliates                               12,929
  Taxes Accrued                                           3,367 
  Interest Accrued                                       19,961
  Dividends Declared                                     23,490
  Deferred Taxes                                         11,002
  Employees Separation Costs                              7,488
  Other                                                  16,451
Total Current Liabilities                               221,094 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                 354,218   
  Deferred Income Tax Credits                            49,112
  Capital Lease Obligations                              40,227
  Other                                                  46,729
Total Deferred Credits and Other Liabilities            490,286

Total Liabilities and Capitalization                 $2,467,645 









                                Page 2 of 8<PAGE>
            
   Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1995
                          (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                             37 
  Accounts Receivable:
    Utility Service                                        -   
    Miscellaneous                                           107 
    Allowance for Doubtful Accounts                        -    
  Accounts Receivable-Associated Companies                1,355  
  Unbilled Revenues                                        -   
  Fuel (at average cost)                                   -   
  Materials and Supplies (at average cost)                2,993
  Working Funds                                               1
  Other Prepayments                                         896
  Deferred Income Taxes                                    -   
  Deferred Energy Costs                                    -   

Total Current Assets                                      5,389 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -     
   Recoverable Federal Income Taxes                        -   
   Unrecovered State Excise Taxes                          -   
   Unamortized Debt Costs                                  -   
   Other Regulatory Assets                                2,539
   Other                                                    406 
Total Deferred Debits                                     2,945  

Total Assets                                         $    8,334   


                               Page 3 of 8 <PAGE>
            
  Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1995
                         (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            -   
  Long Term Debt - Current Portion                         - 
  Short Term Debt                                          -   
  Accounts Payable                                          117 
  Advances-Associated Companies                           3,619
  Accounts Payable-Associated Companies                     665 
  Taxes Payable-Affiliates                                 -   
  Taxes Accrued                                              15 
  Interest Accrued                                         -   
  Dividends Declared                                       -   
  Deferred Taxes                                           -   
  Employees Separation Costs                               -   
  Other                                                     704
Total Current Liabilities                                 5,120 

Deferred Credits and Other Liabilities:
  Deferred Income Taxes                                    -   
  Deferred Income Tax Credits                              -   
  Capital Lease Obligations                                -   
  Other                                                   3,213
Total Deferred Credits and Other Liabilities              3,213

Total Liabilities and Capitalization                 $    8,334 









                                Page 4 of 8<PAGE>
           
    Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1995
                          (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              (2,020) 
  Unbilled Revenues                                        -   
  Fuel (at average cost)                                   -   
  Materials and Supplies (at average cost)                 -   
  Working Funds                                            -   
  Other Prepayments                                        -   
  Deferred Income Taxes                                 (8,433)
  Deferred Energy Costs                                    -   

Total Current Assets                                   (10,453) 

Deferred Debits:
   Unrecovered Purchased Power Costs                       -     
   Recoverable Federal Income Taxes                        -   
   Unrecovered State Excise Taxes                          -   
   Unamortized Debt Costs                                  -   
   Other Regulatory Assets                                 -   
   Other                                                     1  
Total Deferred Debits                                     -  1  
Total Assets                                       $   (14,072)   


                               Page 5 of 8 <PAGE>
          
    Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1995
                         (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           -   
  Long  Term Debt - Current Portion
  Short Term Debt                                         -   
  Accounts Payable                                        -    
  Advances-Associated Companies                         3,619
  Accounts Payable-Associated Companies                 2,020 
  Taxes Payable-Affiliates                                -   
  Taxes Accrued                                           -    
  Interest Accrued                                        -   
  Dividends Declared                                      -   
  Deferred Taxes                                        8,433
  Employees Separation Costs                              -   
  Other                                                    (1)
Total Current Liabilities                              14,071 
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               $   14,072 






                                Page 6 of 8<PAGE>
           
    Atlantic City Electric Company and Subsidiary
                        Consolidating Balance Sheet
                             December 31, 1995
                          (thousands of dollars)


                                                       Atlantic
                                                         City
                                                       Electric
                                                          Co.  
                                                       Consol. 
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 Company                         -   
  Nuclear Decommissioning Trust Fund                     61,802
  Nonutility Property                                        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)
  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
  Other Prepayments                                      21,002
  Deferred Income Taxes                                    -
  Deferred Energy Costs                                  31,434

Total Current Assets                                    243,429 

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

Total Assets                                         $2,461,907   


                               Page 7 of 8 <PAGE>
          
    Atlantic City Electric Company and Subsidiary
                       Consolidating Balance Sheet
                            December 31, 1995
                         (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                                 262,762
    Capital Stock Expense                                (2,131)
    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 (Excluding Current Portion)      1,756,265 

Current Liabilities:
  Preferred Stock Redemption Requirement                 22,250
  Capital Lease Obligations due within one year             650
  Long Term Debt - Current Portion                       12,247   
  Short Term Debt                                        30,545
  Accounts Payable                                       60,831 
  Advances-Associated Companies                            -
  Accounts Payable-Associated Companies                    -    
  Taxes Payable-Affiliates                               11,574
  Taxes Accrued                                           3,382 
  Interest Accrued                                       19,961
  Dividends Declared                                     23,490
  Deferred Taxes                                          2,569  
  Employees Separation Costs                              7,488
  Other                                                  17,156
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 8 of 8<PAGE>
           
    Atlantic City Electric Company and Subsidiary
                     Consolidating Statement of Income
                             December 31, 1995
                          (thousands of dollars)
                                                       Atlantic
                                                        City 
                                                       Electric   
                                                          Co.   

Operating Revenues-Electric                          $   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
 Federal Income Taxes                                     45,876  
 Other Taxes                                               8,677
 Reimbursed Expenses*                                       -   
Total Operating Expenses                                 804,852
Total Operating Income and Expense                       148,927 

Other Income and Expense:
 AFDC Equity Funds                                           817 
 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                                           $    98,752



*  The net production costs of Deepwater Operating Company are
charged to the Company.  These costs are included in the
Company's income accounts and classified as appropriate.  
 


                                Page 1 of 2<PAGE>
            
   Atlantic City Electric Company and Subsidiary
                     Consolidating Statement of Income
                             December 31, 1995
                          (thousands of dollars)
                                            
                                                       Deepwater
                                                       Operating  
                                                        Company 

Operating Revenues-Electric                          $      -   

Operating Expenses:
 Energy                                                   11,105  
 Purchased Capacity                                         -   
 Operations                                                6,310
 Maintenance                                               2,500
 Depreciation and Amortization                              -   
 State Excise Taxes                                         -   
 Federal Income Taxes                                       -     
 Other Taxes                                                 931
 Reimbursed Expenses*                                    (20,846)
Total Operating Expenses                                    -   
Total Operating Income and Expense                          -    

Other Income and Expense:
 AFDC Equity Funds                                          -    
 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

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR3
<CIK> 0000008192
<NAME> ATLANTIC CITY ELECTRIC CO.
<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>                               2,461,907
<TOTAL-OPERATING-REVENUES>                     953,779
<NET-INCOME>                                    98,752
        

</TABLE>


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