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                           CONECTIV SERVICES II, INC.

                                     B.43.2

                     CERTIFICATE OF AMENDMENT OF CERTIFICATE
                                OF INCORPORATION
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                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          CONECTIV SERVICES II, INC.

                         Pursuant to Section 242 of the
                           General Corporation Law of
                              the State of Delaware


      The undersigned, the President and the Assistant Secretary of Conectiv
Services II, Inc. (the "Company"), a corporation duly organized and validly
existing under the General Corporation Law of the State of Delaware do hereby
certify that the following resolution was submitted to, approved and adopted by
unanimous written consent of the Board of Directors of the Company pursuant to
Section 141 of the General Corporation Law of the State of Delaware, all in
accordance with Section 242 of the General Corporation Law of the State of
Delaware:

               RESOLVED, That the Certificate of Incorporation of the Company
         be, and hereby is, amended by deleting the title and the first
         paragraph defining the name of the Company and substituting in lieu
         thereof the following:

                                 "CERTIFICATE OF
                                  INCORPORATION
                                       OF
                            CONECTIV SERVICES, INC.


                             FIRST: The name of the Corporation
                             is Conectiv Services, Inc.


      IN WITNESS WHEREOF, the Company has caused this certificate to be executed
by its President and attested by its Assistant Secretary this ____ day August,
2000.


Attest:


By: ________________________________      By: ________________________________
    Diana C. DeAngelis                        Howard E. Cosgrove
    Assistant Secretary                       President