8-K

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                             ------------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OF 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  April 1, 2002
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                                  Conectiv
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               Exact Name of Registrant Specified in Charter


  Delaware                            1-13895                  51-0377417
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(State or Other Jurisdiction      (Commission              (IRS Employer
       of Incorporation)           File Number)           Identification No.)


 800 King Street, P.O. Box 231, Wilmington, Delaware                  19899
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(Address of Principal Executive Offices)                            (Zip Code)


Registrant's telephone number, including area code  (302) 429-3018
                                                   ----------------------------


- -------------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)



Item 5.  Other Events.

         As previously disclosed in Part II, Item 7 of Conectiv's Annual
         Report on Form 10-K for the fiscal year ended December 31, 2001,
         and in Note 13 to Conectiv's Consolidated Financial Statements
         contained in Part II, Item 8 of such Annual Report on Form 10-K,
         the agreements between Conectiv's Atlantic City Electric Company
         subsidiary ("ACE") and NRG Energy, Inc. ("NRG") for the sale of
         ACE's fossil fuel-fired electric generating plants, including the
         Deepwater Station and B.L. England Station, and ACE's interests in
         Conemaugh and Keystone Stations, were subject to termination by
         either party after February 28, 2002.

         NRG delivered notice to Conectiv on April 1, 2002 terminating
         these agreements. On April 1, 2002, Conectiv issued a press
         release announcing that it had received such notice from NRG.

         Reference is made to the press release filed as Exhibit 99.1
         hereto. The information set forth in Exhibit 99.1 is hereby
         incorporated by reference herein.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      None.

(b)      Not applicable.

(c)      Exhibits.

99.1     Press release issued by Conectiv, dated April 1, 2002 (Filed herewith).



                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                          CONECTIV


                          By:  /s/ P.S. Reese
                             -----------------------------------------------
                              Name:  P.S. Reese
                              Title: Vice President and Treasurer



April 2, 2002

EX-99

FOR IMMEDIATE RELEASE
April 1, 2002
Contact: Tim Brown, 302-283-5803



   Conectiv Announces Termination of Agreements Regarding Non-Strategic
                         Baseload Generating Assets


         WILMINGTON, Del. - Conectiv (NYSE:CIV/CIVA) today announced the
termination of agreements that called for the sale to NRG Energy of
approximately 794 megawatts of baseload, primarily coal-fired, electric
generating units by Conectiv's Atlantic City Electric Co. subsidiary.

         The agreements, initially announced in January 2000, provided for
the sale of Atlantic City Electric Co.'s B.L. England Station in Beesleys
Point, N.J. and the Deepwater Generating Station in Pennsville, N.J. They
also called for the sale of minority interests in the Keystone Station,
Shelocata, Pa., and the Conemaugh Station, New Florence, Pa.

         Citing a combination of increased operating costs and changes in
the electric market, NRG Energy elected to terminate the agreements that,
as previously announced by Conectiv, had become terminable by either party
after February 28, 2002. NRG Energy notified Conectiv that it was
terminating the sale on April 1, 2002.

         "While we are disappointed that the sale of the plants will not
proceed as planned, today's announcement is not expected to affect electric
rates, the availability of electricity or the reliability of electric
service in New Jersey or the mid-Atlantic region," said Tom Shaw, President
of Conectiv.

         Conectiv also announced that, in light of the termination, it will
consider various alternatives for the generating assets covered by the
agreements, including the merits of conducting another auction of these
assets in the current energy market.

                                    ###


Conectiv, a Fortune 500 company headquartered in Wilmington, DE, is focused
on two core energy businesses. Conectiv Power Delivery provides safe,
reliable, and affordable energy service to more than one million customers
in New Jersey, Delaware, Maryland, and Virginia. Conectiv Energy uses a
sophisticated power-trading unit to optimize the value of a growing
portfolio of mid-merit power plants that can start and stop quickly in
response to changes in the demand for power within the PJM
[Pennsylvania-New Jersey-Maryland] power pool.

FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Litigation
Reform Act") provides a "safe harbor" for forward-looking statements to
encourage such disclosures without the threat of litigation, provided those
statements are identified as forward-looking and are accompanied by
meaningful, cautionary statements identifying important factors that could
cause the actual results to differ materially from those projected in the
statement. Forward-looking statements have been made in this Press Release.
Such statements are based on beliefs of Conectiv's (the "Company's")
management ("Management") as well as assumptions made by and information
currently available to Management. When used herein, the words "will,"
"anticipate," "estimate," "expect," "objective," and similar expressions
are intended to identify forward-looking statements. In addition to any
assumptions and other factors referred to specifically in connection with
such forward-looking statements, factors that could cause actual results to
differ materially from those contemplated in any forward-looking statements
include, among others, the following: deregulation of energy supply; the
unbundling of delivery services; an increasingly competitive energy
marketplace; results of any asset dispositions; sales retention and growth;
federal and state regulatory actions; future litigation results; cost of
construction; operating restrictions; increased costs and construction
delays attributable to environmental regulations; and credit market
concerns. The Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information,
future events or otherwise. The foregoing list of factors pursuant to the
Litigation Reform Act should not be construed as exhaustive or as an
admission regarding the adequacy of disclosures made prior to the effective
date of the Litigation Reform Act.