35-CERT

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




 In the Matter of                                      CERTIFICATE
                                                   
                                                   
 Atlantic City Electric Company                            OF
                                                   
                                                   
 File No. 70-9307                                     NOTIFICATION
                                                   
                                                   
                                                   
 (Public Utility Holding Company                   PURSUANT TO RULE 24
 Act of 1935)


         This Certificate of Notification is filed by Atlantic City Electric
Company ("ACE"), a New Jersey corporation and an operating public utility
company under the Public Utility Holding Company Act of 1935, as amended (the
"Act") in connection with the Form U-1 Application (File No. 70-9307) as
amended, filed by ACE under the Act, requesting Commission authorization under
Sections 9(a)(1) and 10 for ACE to purchase two 39.30 megawatt combustion
turbine generating units and accessory equipment located in Upper Deerfield
Township, New Jersey for a purchase price of $8 million.

         The foregoing transaction as described above and in the Application
has been carried out in accordance with the terms and conditions of and for the
purposes represented by the Application and the Order issued by the Commission
with respect thereto.
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                               S I G N A T U R E


     Pursuant to the  requirements  of the Public Utility Holding Company Act
of 1935, as amended, the undersigned  company has duly caused this document to
be signed on its behalf by the undersigned thereunto duly authorized.


                                               ATLANTIC CITY ELECTRIC COMPANY
                                               
                                               
                                               
                                               By:     /s/ Louis M. Walters
                                                       --------------------
                                                       Louis M. Walters
                                                       Treasurer
                                               
                                               
                                               Dated: July 20, 1998
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                                 EXHIBIT INDEX


F-2                       Past-tense opinion of counsel.

EX-99.F.2

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Exhibit F-2


                           Joyce Koria Hayes, Esquire
                                 7 Graham Court
                               Newark, DE  19711
                                  302-266-9211
                               302-266-9212 (fax)
                            joykor@inet.net (e-mail)



                                                                   July 17, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


                    Re:      Atlantic City Electric Company
                             File No. 70-9307

Dear Sirs:

         I have acted as counsel for Atlantic City Electric Company ("ACE"), a
New Jersey electric utility that is a subsidiary of Conectiv, a Delaware
corporation ("Conectiv"), in connection with the Application on Form U-1 filed
under the Public Utility Holding Company Act of 1935, as amended (hereinafter
referred to as the "Act") as amended by Amendment No. 1 thereto dated July 8,
1998 (the Application as amended is hereinafter referred to as the
"Application"), seeking authorization to purchase two combustion turbine units
previously held under a twenty-five year lease (the "Proposed Transaction").

         In connection with this opinion, I have examined the order of the
Commission dated July 9, 1998 permitting the Application to become effective
(Release No. 35-26893 (hereinafter the "Order")) and the Certificate executed by
officers of ACE to be filed pursuant to Rule 24 promulgated under the Act.  I
have also examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of ACE and such other documents, certificates and
corporate or other records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.  In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies.
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Based on the foregoing, and relying on the opinion of Joanne M. Scanlon,
attorney for Conectiv, as to matters of New Jersey law, I am
of the opinion that:

    1.   All state laws applicable to the Proposed Transaction have been
         complied with;

    2.   ACE has legally acquired the two combustion units;

    3.   The consummation of the Proposed Transaction did not violate the legal
         rights of the holders of any securities issued by ACE or any associate
         company thereof; and

    4.   The Proposed Transaction was carried out in accordance with the
         Application and the Order.

I hereby consent to the filing of this opinion with the certificate pursuant to
Rule 24 to be filed by ACE.

                                                           Very truly yours,

                                                           /s/ Joyce Koria Hayes
                                                           Joyce Koria Hayes