Conectiv Energy Supply, Inc.

                                     B.15.5

                     Certificate of Amendment of Certificate
                      of Incorporation dated July 31, 2001

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          CONECTIV ENERGY SUPPLY, INC.

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

         Conectiv Energy Supply, Inc., a corporation duly organized and validly
existing under and by virtue of the General Corporation Law of the State of
Delaware ("GCL"), does hereby certify that:

     1. The Board of Directors of Conectiv Energy Supply, Inc. (the "Company")
duly adopted by Unanimous Written Consent pursuant to Section 141 of
the GCL, all in accordance with Section 242 of the GCL, the following resolution
setting forth a proposed amendment to the Certificate of Incorporation of the
Company, declaring said amendment to be advisable and submitting it to the sole
stockholder of the Company for consideration thereof:

         RESOLVED, That the Certificate of Incorporation
     (the "Certificate") of the Company be, and hereby is, amended
     by deleting the last sentence of Article TWELFTH of the
     Certificate.

         2. In accordance with the provisions of Sections 228 and 242 of the
GCL, the amendment was adopted by the sole shareholder of the Company without a
meeting, pursuant to the written consent of the shareholder.

         IN WITNESS WHEREOF, the Company has caused this certificate to be
executed by its Senior Vice President and Chief Financial Officer and attested
to by its Assistant Secretary this 31st day of July, 2001.

                                                    CONECTIV ENERGY SUPPLY, INC.

                                                 By:
                                                    ----------------------------
                                                    John C. van Roden, Jr.
                                                    Senior Vice President and
                                                 Chief Financial Officer
Attest:

By:
   ---------------------------------
   Nina J. Clements, Asst. Secretary