File 70-9069



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                       APPLICATION-DECLARATION ON FORM U-1
                                      UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                  ---------------------------------------------

                                    CONECTIV
                                 800 King Street
                              Wilmington, DE 19899
                      -------------------------------------
                  (Names of companies filing this statement and
                   addresses of principal executive offices)

                                    CONECTIV
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                 (Name of top registered holding company parent)


                           --------------------------
                   (Names and addresses of agents for service)


The  Commission  is  requested  to  send  copies  of  all  notices,  orders  and
communications in connection with this Application-Declaration to:

Peter F. Clark, Esq.                    Joanne C. Rutkowski, Esq.
General Counsel                         LeBoeuf, Lamb, Greene & MacRae, LLP
Conectiv                                1875 Connecticut Avenue, N.W.
800 King Street                         Washington, D.C.  20009-5728
Wilmington, DE 19899






     The  Application-Declaration  as  previously  filed and  amended  is hereby
amended as follows:

Item 6. Exhibits and Financial Statements

     (a) Exhibits

         J-8.1 Amendment to Description of Nonutility Businesses.


SIGNATURE

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this  Post-Effective  Amendment to
be signed on its behalf by the undersigned thereunto duly authorized.

Date:  May __, 1998


                                                   Conectiv


                                                   By:_____________________
                                                        Barbara S. Graham
                                                        Chief Financial Officer






EXHIBIT J-8

                      DESCRIPTION OF NONUTILITY BUSINESSES

Paragraph B.2 is amended to include a new subparagraph as follows:

     h. AEE owns a 2.6%  limited  partnership  interest  in Tech  Leaders  II, a
Delaware limited  partnership  that invests in energy and technology  companies.
Subject to certain conditions,  Rule 58(b)(1)(ii) exempts the acquisition of the
securities  of a company that  derives  substantially  all of its revenues  from
"[t]he  development  and  commercialization  of  electrotechnologies  related to
energy conservation, storage and conversion, energy efficiency, waste treatment,
greenhouse gas reduction,  and similar  innovations."  See also Allegheny  Power
System,  Inc., Holding Co. Act Release No. 26085 (July 14, 1994) (investments in
technologies  related to power  conservation and storage,  conservation and load
management,  environmental  and waste treatment,  and  power-related  electronic
systems and components).

Paragraph B.2.a is amended to include the following subparagraphs:

     i. ATE owns 160 shares of common stock,  or less that 1% of the outstanding
shares of Black Light Power,  Inc., a development  stage company that is engaged
in hydrogen conversion based energy production.1

     ii. ATE owns  1,875,000  shares of Class D  Preferred  Stock,  representing
12.5% of all outstanding  issues of preferred stock,  convertible  under certain
terms  and  conditions  into  10.2%  of the  outstanding  common  stock  of EMAX
Solutions  Partners,  Inc., a Delaware  corporation that develops  environmental
compliance software.2

Paragraph B.2.b is amended to include the following subparagraphs:

     vii. AGI owns a 4.9% limited partnership  interest in Energy Investors Fund
III, L.P. (Project Finance Fund), a Delaware limited partnership that invests in
independent  power  production   facilities.3  

- --------  

1    Subject to certain  limitations,  Rule 58(b)(1)(vi) exempts the acquisition
     of the  securities  of a  company  that  derives  substantially  all of its
     revenues from, among other things, alternative fuels.

2    Subject to certain limitations,  Rule 58(b)(1)(vii) exempts the acquisition
     of the  securities  of a  company  that  derives  substantially  all of its
     revenues  from the sale of  technical,  operational,  management  and other
     similar kinds of expertise developed in the course of utility operations in
     such areas as environmental licensing, testing and remediation.

3    Subject to certain limitations, Rule 58(b)(1)(viii) exempts the acquisition
     of the  securities  of a  company  that  derives  substantially  all of its
     revenues  from the  development,  ownership  or  operation  of  "qualifying
     facilities" as defined under the Public Utility Regulatory  Policies Act of
     1978.





Paragraph 2.d is amended to include the following:

CCI owns 58,161  unregistered  shares,  or  approximately  1% of the outstanding
shares,   of  D&E   Communications,   Inc.,  a  Pennsylvania   corporation   and
publicly-held telecommunications company that holds a broadband PCS license.