U-9C-3

		As Filed with the Securities and Exchange Commission on August 28, 2002 Contains Confidential Information Filed pursuant to a request for Confidential Treatment
	U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 For the quarterly period ended June 30, 2002
Conectiv Conectiv Energy Holding Company ACE REIT, Inc. (Name of Registered Holding Companies)
800 King Street Wilmington, DE 19899 (Address of Principal Executives Offices)
Inquiries concerning this Form U-9C-3 may be directed to: Peter F. Clark General Counsel Conectiv 800 King Street Wilmington, DE 19899 (302) 429-3069

Conectiv FORM U-9C-3 For the Quarter Ended June 30, 2002
Table of Contents
		Page
Item 1.	Organization Chart	1
Item 2.	Issuance and Renewals of Securities and Capital Contributions	1
Item 3.	Associated Transactions	2
Item 4.	Summary of Aggregate Investment	3
Item 5.	Other Investments	4
Item 6.	Financial Statements and Exhibits	4
SIGNATURE		5

Item 1. - ORGANIZATION CHART
Name of Reporting Company	Energy or Gas Related Company	State of Organization	Date of Organization	% of Voting Securities Held
Conectiv
Conectiv Energy Holding Company
Conectiv Energy Supply, Inc.	Energy related	DE	7/3/75	100
Conectiv Operating Services Company	Energy related	DE	5/8/87	100
Atlantic Generation, Inc.	Energy related	DE	10/9/86	100
Vineland Limited, Inc.	Energy related	DE	8/24/90	100
Vineland Cogen. Limited Partnership	Energy related	DE	9/27/90	50
Vineland General, Inc.	Energy related	DE	8/24/90	100
Pedrick Gen, Inc.	Energy related	DE	7/28/89	100
Binghamton Limited, Inc.	Energy related	DE	5/2/90	100
Binghamton General, Inc.	Energy related	DE	5/2/90	100
Energy Investors Fund III, L.P.	Energy related	DE		4.9
Conectiv Solutions LLC
Conectiv Services, Inc.
Conectiv Thermal Systems, Inc.	Energy related	DE	5/5/94	100
ATS Operating Services, Inc.	Energy related	DE	3/31/95	100
Atlantic Jersey Thermal Systems, Inc	Energy related	DE	5/10/94	100
Thermal Energy L.P. I	Energy related	DE		100
ATE Investment, Inc.
King Street Assurance Ltd.
Enertech Capital Partners, LP	Energy related	DE	8/9/96	94
Enertech Capital Partners II, LP	Energy related	DE	4/14/00
Conectiv Properties and Investments, Inc.				10
DCTC-Burney, Inc.	Energy related	DE	6/26/87	100
Forest Products, L.P.	Energy related	DE	10/5/89	1
Burney Forest Products	Energy related	CA
UAH-Hydro Kennebec, L.P.	Energy related	NY		27.5
Luz Solar Partners, Ltd., L.P.	Energy related	CA		4.8
Tech Leaders II, L.P.	Energy related	DE	10/28/94	2.6
SciQuest, Inc.	Energy related	DE	6/20/00	10.2

Item 2. - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS ISSUANCES AND RENEWALS OF SECURITIES
Company Issuing Security	Company To Whom Security Was Issued	Type of Security Issued	Issue or Renewal	Amount of Securities During Period($)	Interest Rate (%)	Cumulative Amount of Securities ($)
Conectiv Resource Partners, Inc., Agent	Atlantic Generation, Inc.	Money Pool Advance	Issue	*	N/A	*
Conectiv Resource Partners, Inc., Agent	Conectiv Energy Supply, Inc.	Money Pool Advance	N/A	*	N/A	*
Note: Conectiv Resource Partners, Inc. serves as agent for the Conectiv System Money Pool.

CAPITAL CONTRIBUTIONS:
Company Contributing Capital	Company Receiving Capital	Amount During Period ($)	Cumulative Amount($)
Conectiv	Enertech Capital Partners, LP	*	*
Conectiv	Enertech Capital Partners II, LP	*	*
Conectiv	Enerval	*	*
Note: Enerval is no longer an active company. * Confidential Treatment Requested

Item 3. - ASSOCIATED TRANSACTIONS Part I. - Transactions performed by reporting companies on behalf of associate companies.
Reporting Company Rendering Services	Associate Company Receiving Services	Types of Services Rendered	Direct Costs Charged ($)	Indirect Costs Charged ($)	Total Amount Billed ($)
Conectiv Operating Services Company	Conectiv Thermal, Inc.	Operating and Maintenance Services	*		*
ATS Operating Services, Inc	Conectiv Operating Services Company	Labor	*		*
Conectiv Operating Services Company	Conectiv Bethlehem LLC	Operating and Maintenance Services	*		*
Conectiv Operating Services Company	Conectiv Bethlehem LLC	Labor	*		*
Conectiv Energy Supply, Inc	Delmarva Power & Light Company	Power and Capacity	*		*
Conectiv Energy Supply, Inc	Conectiv Thermal, Inc.	Gas	*		*
Conectiv Energy Supply, Inc	Delmarva Power & Light Company	Power	*		*
*Confidential Treatment Requested

Part II - Transactions performed by associate companies on behalf of reporting companies.
Associate Company Rendering Services	Reporting Company Receiving Services	Types of Services Rendered	Direct Costs Charged ($)	Indirect Costs Charged ($)	Total Amount Billed ($)
Conectiv Delmarva Generation, Inc.	Conectiv Energy Supply, Inc.	Electric Energy, Capacity and Ancillary Services	*		*
Conectiv Atlantic Generation, L.L.C.	Conectiv Energy Supply, Inc.	Electric Energy, Capacity and Ancillary Services	*		*
Delmarva Power & Light Company	Conectiv Energy Supply, Inc.	PJM Expenses	*		*
Note: Conectiv Resource Partners, Inc., the service company for the Conectiv System, provides services to various reporting companies. Such information is reported on the annual Form U-13-60. * Confidential Treatment Requested

Item 4. - SUMMARY OF AGGREGATE INVESTMENT Investments in energy-related companies (in thousands):
Total consolidated capitalization as of June 30, 2002	$4,616,906	Line 1
Total capitalization multiplied by 15%                (Line 1 multiplied by 0.15)	692,536	Line 2
Greater of $50 million or line 2	$  692,536	Line 3
Total current aggregate investment: (categorized by major line of energy-related business) Energy-related business Category - Rule 58(b)(1)(ii) (1) Energy-related business Category - Rule 58(b)(1)(v) (2) Energy-related business Category - Rule 58(b)(1)(vi) (3) Energy-related business Category - Rule 58(b)(1)(vii) (4)	* * * *
Total current aggregate investment	*	Line 4
Difference between the greater of $50 million or 15% of Capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4)	*	Line 5
*Confidential Treatment Requested

(1)	Rule 58 defines category "ii" as the development and commercialization of electrotechnologies related to energy conservation, storage and conversion, energy efficiency, waste treatment, greenhouse gas reduction, and similar innovations.
(2)	Rule 58 defines category "v" as the brokering and marketing of energy commodities, including but not limited to electricity, natural or manufactured gas and other combustible fuels.
(3)	Rule 58 defines category "vi" as the production, conversion, sale and distribution of thermal energy products, such as process steam, heat, hot water, chilled water, air conditioning, compressed air and similar products; alternative fuels; and renewable energy resources; and the servicing of thermal energy facilities.
(4)	Rule 58 defines category "vii" as the sale of technical, operational, management, and other similar kinds of services and expertise, developed in the course of utility operations in such areas as power plant and transmission system engineering, development, design and rehabilitation; construction; maintenance and operation; fuel procurement, delivery and management; and environmental licensing, testing and redemption.
Investments in gas-related companies: NONE

Item 5. - OTHER INVESTMENTS
Major Line of Energy-Related Business	Other Investment in Last U-9C-3 Report	Other Investment in this U-9C-3 Report	Reason for Difference in Other Investment
NONE

Item 6. - FINANCIAL STATEMENTS AND EXHIBITS
A	Financial Statements:
	FS-1	Financial statements of Conectiv (incorporated by reference to the filing by Conectiv on Form 10-Q for the period ended June 30, 2002)
	FS-2	Financial statements of Conectiv Energy Supply, Inc. and Subsidiary (confidential treatment requested)
	FS-3	Financial statements of Atlantic Generation, Inc. and Subsidiaries (confidential treatment requested)
	FS-4	Financial statements of Conectiv Thermal Systems, Inc. and Subsidiaries (confidential treatment requested)
	FS-5	Financial statements of DTC-Burney, Inc. (confidential treatment requested)
B.	Exhibits:
	B-2	Certificate of Conectiv

SIGNATURE The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.
August 28, 2002	Conectiv By:   Donna Kinzel          Donna Kinzel          Assistant Treasurer

Exhibit B-2
Certificate I hereby certify that the Form U-9C-3 for Conectiv for the previous quarter has been provided to the state commissions listed below: Delaware Public Service Commission 861 Silver Lake Boulevard Cannon Building, Suite 100 Dover, DE 19904 Maryland Public Service Commission 6 St. Paul Centre, 16th Floor Baltimore, MD 21202 Virginia State Corporation Commission 1300 E. Main Street Tyler Building Richmond, VA 23219 New Jersey Board of Public Utilities Two Gateway Center Newark, NJ 07102
Date:  August 28, 2002	CONECTIV By:  /s/ Donna Kinzel        Donna Kinzel        Assistant Treasurer

EX-99

FS-2 Page 1 of 2
Conectiv Energy Supply, Inc. Consolidated Balance Sheet (Dollars in Thousands) (Unaudited)
ASSETS			As of June 30, 2002
Current Assets
	Cash and cash equivalents		*
	Accounts receivable		*
	Accounts receivable from associated companies		*
	Inventories, at average cost
		Fuel (coal, oil and gas)	*
		Materials and supplies	*
	Prepayments		*
			*
Property, Plant and Equipment
	Property, plant and equipment		*
	Less: Accumulated depreciation		*
	Net Plant		*
	Construction work-in-progress		*
	Goodwill and other intangibles		*
			*
Deferred Charges and Other Assets
	Prepaid pension cost		*
	Deferred income taxes		*
	Other		*
			*
Total Assets			*
LIABILITIES AND OWNER'S EQUITY
Current Liabilities
	Accounts payable		*
	Interest accrued		*
	Taxes accrued		*
	Other		*
			*
Deferred Credits and Other Liabilities
	Pension and OPEB		*
	Deferred income taxes		*
	Derivative instruments		*
			*
Capitalization
	Common stock		*
	Additional paid-in capital		*
	Other comprehensive income		*
	Retained earnings		*
	Conectiv money pool loan		*
		Total capitalization	*
Total Capitalization and Liabilities			*
* Filed under request for confidential treatment pursuant to Rule 104(b) of the Public Utility Holding Company Act of 1935.

FS-2 Page 2 of 2
Conectiv Energy Supply, Inc. Consolidated Statements of Income (Dollars in Thousands) (Unaudited)
		Six Months Ended June 30, 2002
OPERATING REVENUES
	Electric	*
	Gas	*
	Other	*
		*
OPERATING EXPENSES
	Electric fuel and purchased energy and capacity	*
	Gas purchased	*
	Cost of sales	*
	Operation and maintenance	*
	Depreciation and amortization	*
	Taxes other than income taxes	*
		*
OPERATING INCOME		*
OTHER INCOME		*
INTEREST EXPENSE		*
INCOME BEFORE INCOME TAXES		*
INCOME TAXES		*
NET INCOME		*
* Filed under request for confidential treatment pursuant to Rule 104(b) of the Public Utility Holding Company Act of 1935.

EX-99

FS-3 Page 1 of 2
Atlantic Generation, Inc. Consolidated Balance Sheet (Dollars in Thousands) (Unaudited)
ASSETS			As of June 30, 2002
Current Assets
	Accounts receivable		*
	Income tax benefit receivable		*
			*
Investments
	Investment in ATE		*
	Investment in Energy Investors Fund		*
	Investment in electric generating facility		*
	Other investments		*
			*
Property, Plant and Equipment
	Property, plant and equipment		*
	Less: Accumulated depreciation		*
	Net plant		*
			*
Total Assets			*
LIABILITIES AND OWNER'S EQUITY
Current Liabilities
	Accounts payable to associated companies		*
	Interest accrued		*
			*
Deferred Credits and Other Liabilities
			*
			*
Capitalization
	Additional paid-in capital		*
	Retained deficit		*
	Conectiv money pool loan		*
		Total equity	*
Total Capitalization and Liabilities			*
* Filed under request for confidential treatment pursuant to Rule 104(b) of the Public Utility Holding Company Act of 1935.

FS-3 Page 2 of 2
Atlantic Generation, Inc. Consolidated Statements of Income (Dollars in Thousands) (Unaudited)
		Six Months Ended June 30, 2002
OPERATING REVENUES		*
OPERATING EXPENSES
	Operation and maintenance	*
	Depreciation and amortization	*
		*
OPERATING INCOME		*
OTHER INCOME		*
INTEREST EXPENSE		*
INCOME BEFORE INCOME TAXES		*
INCOME TAXES		*
NET INCOME		*
* Filed under request for confidential treatment pursuant to Rule 104(b) of the Public Utility Holding Company Act of 1935.

EX-99

FS-4 Page 1 of 2
Conectiv Thermal Systems, Inc. Consolidated Balance Sheet (Dollars in Thousands) (Unaudited)
ASSETS			As of June 30, 2002
Current Assets
	Cash and cash equivalents		*
	Accounts receivable		*
	Inventories, at average cost
		Fuel (coal, oil and gas)	*
		Materials and supplies	*
	Income tax benefit receivable		*
	Other prepayments		*
			*
Investments
	Funds held by trustee		*
Property, Plant and Equipment
	Property, plant and equipment		*
	Less: Accumulated depreciation		*
	Net Plant		*
	Construction work-in-progress		*
			*
Deferred Charges and Other Assets
	Unamortized debt expense		*
	License fees		*
	Other		*
			*
Total Assets			*
LIABILITIES AND OWNER'S EQUITY
Current Liabilities
	Accounts payable		*
	Accounts payable to associated companies		*
	Interest accrued		*
	Other		*
			*
Deferred Credits and Other Liabilities
	Pension and OPEB		*
	Deferred income taxes, net		*
	Other		*
			*
Capitalization
	Additional paid-in capital		*
	Retained deficit		*
	Conectiv money pool loan		*
		Total equity	*
	Variable rate demand bonds (1)		*
		Total capitalization	*
Total Capitalization and Liabilities			*
(1) Classified as current liability for external reporting
* Filed under request for confidential treatment pursuant to Rule 104(b) of the Public Utility Holding Company Act of 1935.

FS-4 Page 2 of 2
Conectiv Thermal Systems, Inc. Consolidated Statements of Income (Dollars in Thousands) (Unaudited)
		Six Months Ended June 30, 2002
OPERATING REVENUES		*
OPERATING EXPENSES
	Cost of sales	*
	Operation and maintenance	*
	Depreciation and amortization	*
	Taxes other than income taxes	*
		*
OPERATING INCOME		*
OTHER INCOME		*
INTEREST EXPENSE
	Interest charges	*
	Allowance for borrowed funds used during    construction and capitalized interest	*
		*
INCOME BEFORE INCOME TAXES		*
INCOME TAXES		*
NET INCOME		*
* Filed under request for confidential treatment pursuant to Rule 104(b) of the Public Utility Holding Company Act of 1935.

EX-99

FS-5 Page 1 of 2
DCTC-Burney, Inc. Consolidated Balance Sheet (Dollars in Thousands) (Unaudited)
ASSETS			As of June 30, 2002
Current Assets
	Cash and cash equivalents		*
	Accounts receivable		*
			*
Investment in Burney Forest Products			*
Deferred income taxes			*
Total Assets			*
LIABILITIES AND OWNER'S EQUITY
Current Liabilities
	Taxes accrued		*
	Other		*
			*
Capitalization
	Conectiv common stock		*
	Additional paid-in capital		*
	Retained earnings		*
		Total capitalization	*
Total Capitalization and Liabilities			*
* Filed under request for confidential treatment pursuant to Rule 104(b) of the Public Utility Holding Company Act of 1935.

FS-5 Page 2 of 2
DCTC-Burney, Inc. Consolidated Statements of Income (Dollars in Thousands) (Unaudited)
		Six Months Ended June 30, 2002
OPERATING REVENUES		*
OPERATING EXPENSES
	Operation and maintenance	*
	Depreciation and amortization	*
	Taxes other than income taxes	*
		*
OPERATING INCOME		*
OTHER INCOME		*
INTEREST EXPENSE		*
INCOME BEFORE INCOME TAXES		*
INCOME TAXES		*
NET INCOME		*
* Filed under request for confidential treatment pursuant to Rule 104(b) of the Public Utility Holding Company Act of 1935.