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                    CONECTIV PROPERTIES AND INVESTMENTS, INC.

                                     B.16.4

                              CERTIFICATE OF MERGER
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                              CERTIFICATE OF MERGER

                                       OF

                            DELMARVA SERVICES COMPANY

                             A DELAWARE CORPORATION,

                                  WITH AND INTO

                       DELMARVA CAPITAL INVESTMENTS, INC.

                             A DELAWARE CORPORATION

                  DELMARVA CAPITAL INVESTMENTS, INC., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), DOES HEREBY CERTIFY:

                  FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:



               NAME                                    STATE OF INCORPORATION
               ----                                    ----------------------
                                                    
Delmarva Services Company                                     Delaware
Delmarva Capital Investments, Inc.                            Delaware


                  SECOND: That an agreement of merger by and between Delmarva
Services Company and the Corporation (the "Merger Agreement") has been approved,
adopted, certified, executed and acknowledged by each of the constituent
corporations and their respective stockholders in accordance with the
requirements of subsection (c) of Section 251 of the General Corporation Law of
the State of Delaware (the "GCL"). The sole holder of all of the outstanding
capital stock of each of the constituent corporations approved the Merger
Agreement by written consent in accordance with Section 228 of the GCL.

                  THIRD: That the surviving corporation shall be Delmarva
Capital Investments, Inc., a Delaware corporation (the "Surviving Corporation"),
and the name of the Surviving Corporation shall be "Delmarva Capital
Investments, Inc."

                  FOURTH: That the article FIRST of the certificate of
incorporation of the Surviving Corporation shall be amended to change the name
to "Conectiv Properties and Investments, Inc." and said certificate of
incorporation and the bylaws of the Corporation as in effect immediately prior
to the effective time of the merger shall be the bylaws of the Surviving
Corporation.
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                  FIFTH: That the executed agreement of merger is on file at an
office of the Surviving Corporation. The address of the office of the Surviving
Corporation at which a copy of the executed agreement of merger is on file is
800 King Street, Wilmington, Delaware, 19899.

                  SIXTH: That a copy of the agreement of merger will be
furnished by the Surviving Corporation, on request and without cost, to any
stockholder of any constituent corporation.

                  SEVENTH: That the effective date and time of the merger shall
be 11:59 p.m. on December 31, 2000.

                  IN WITNESS WHEREOF, Delmarva Capital Investments, Inc. has
caused this certificate to be signed by its authorized officer this ___ day of
December, 2000.

                                        DELMARVA CAPITAL INVESTMENTS, INC.

                                        By: ______________________________
                                            Name:
                                            Title: