CONECTIV OPERATING SERVICES COMPANY

                                     B.20.4

                   CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
                       INCORPORATION DATED JULY 31, 2001

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       CONECTIV OPERATING SERVICES COMPANY

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

                  Conectiv Operating Services Company, 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 Operating Services Company
(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 EIGHTH 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 OPERATING SERVICES COMPANY

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

Attest:

By: _________________________________
    Nina J. Clements, Asst. Secretary