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                         CONECTIV ENERGY HOLDING COMPANY

                                     B.40.1

                          CERTIFICATE OF INCORPORATION
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                          CERTIFICATE OF INCORPORATION
                                       OF
                         CONECTIV ENERGY HOLDING COMPANY


         FIRST:   The name of the corporation is Conectiv Energy Holding Company

         SECOND: The registered office of Conectiv Energy Holding Company in the
State of Delaware is located at 800 King Street, Wilmington, County of New
Castle, 19801, and its registered agent at such office shall be Conectiv
Resource Partners, Inc., c/o Legal Department.

         THIRD: The purpose of the Corporation and the nature and objects of the
business to be transacted, promoted, conducted or carried out are:

                  To engage in any lawful act or activity for which corporations
                  may be organized under the General Corporation Law of the
                  State of Delaware.

         FOURTH: The total number of shares of stock that the Corporation shall
be authorized to issue is One Thousand (1,000) shares of Common Stock having a
par value of One Dollar ($1.00) per share.

         FIFTH: The name and mailing address of the Incorporator of the
Corporation is:

         Name                               Address
         Nina J. Hertz                      P.O. Box 231
                                            Wilmington, DE 19899

         SIXTH: The names and mailing addresses of the directors who shall serve
until the first annual meeting of stockholders or until their successors are
elected and qualify are:

         Name                               Address

         Howard E. Cosgrove                 P.O. Box 231
                                            Wilmington, DE 19899

         John C. van Roden, Jr.             P.O. Box 231
                                            Wilmington, DE 19899

         Moira K. Donoghue                  P.O. Box 231
                                            Wilmington, DE 19899
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         SEVENTH: The Board of Directors may make, add to, delete from, alter
and repeal any By-law of the Corporation.

         EIGHTH: No director of the Corporation shall be personally liable to
the Corporation for monetary damages for breach of fiduciary duty by such
director; provided, however, that this Article EIGHTH shall not eliminate or
limit the liability of a director to the extent provided by law (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. The Corporation shall
indemnify its directors, officers, employees and agents against expenses,
judgment, fines and amounts paid in settlement actually and reasonably incurred
by them by reason of their serving in such capacity to the fullest extent
permitted by the Delaware General Corporation Law.

         I, the undersigned, being the Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate of Incorporation, hereby declaring
and certifying that this is my act and deed and that the facts stated herein are
true and accordingly have hereunto set my hand and seal this 29th day of
December, 1999.



                                                  ------------------------------
                                                  Nina J. Hertz