35-CERT

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                                               Filed with the Securities
                                                And Exchange Commission
                                                    On January 6, 1999

             SECURITIES AND EXCHANGE COMMISSION

                   

                 WASHINGTON, D.C. 20549

     

     In the Matter of                           INTERIM CERTIFICATE

         Conectiv                                      OF

     File No. 70-9069
                                                  NOTIFICATION
    
(Public Utility Holding Company                PURSUANT TO RULE 24
Act of 1935)




This Certificate of Notification pursuant to Rule 24 (18 C.F.R. Section 
250.24) is filed by Conectiv, a Delaware corporation, in connection
with the following transactions proposed in Conectiv's Form U-1 
Application-Declaration as amended by Amendments Nos. 1 through 4 and Post-
effective Amendments Nos. 1 and 2, (the "Application-Declaration") filed 
under the Public Utility Holding Company Act of 1935, as amended (the 
"Act"), and authorized by the order of the Securities and Exchange  
Commission (the "Commission") dated February 25,1998 (the "Order")  
in this file:  
(1)  On March 1, 1998, a Certificate of Merger, duly and validly filed 
     with the Secretaries  of State of the State of Delaware and the 
     Commonwealth  of Virginia on February 27, 1998, became
     effective, thereby merging DS Sub, Inc. ("DS Sub") with and 
     into Delmarva Power & Light Company ("Delmarva").  Also, on March
     1, 1998, Certificates of Merger duly and  validly filed with the 
     Secretaries of State of the States of New Jersey and Delaware on
     February 27, 1998, became effective, thereby merging Atlantic Energy, Inc.
     ("Atlantic") with and into Conectiv, Inc. On March 1, 1998, pursuant 
     to Section 102 (a) of the Delaware General Corporate Law,
     Conectiv, Inc. changed its name to  Conectiv.  The merger of DS Sub 
     with and into Delmarva with Delmarva as the surviving corporation 
     and the merger of Atlantic with and into Conectiv, Inc. with
     Conectiv Inc. as the surviving corporation, were effective March 1, 1998 
     and resulted in the acquisition by Conectiv Inc. of all issued and
     
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     outstanding shares of common stock of: Delmarva; Atlantic City 
     Electric Company, a public utility company and formerly a
     wholly owned subsidiary of Atlantic; Atlantic Enterprises, Inc., 
     which will serve as a sub-holding company for certain
     of the Conectiv system's non-utility companies and interests; and 
     Atlantic Energy International, Inc., a company formed to provide 
     utility consulting services and equipment sales to international 
     markets. On March 1, 1998, Conectiv Solutions LLC became a wholly
     owned subsidiary of Conectiv after Atlantic's interest dissolved 
     with the consummation of the mergers and Delmarva's interest was 
     transferred to Conectiv;    

(2)  Upon the consummation of the mergers of DS Sub into Delmarva and 
     Atlantic into Conectiv on March 1, 1998, in accordance with the 
     Merger Agreement, each issued and outstanding share of Delmarva
     common Stock was converted into the right to receive one share of
     Conectiv Common Stock, and each issued and outstanding share of 
     Atlantic Common Stock was converted into the right to receive .75
     of one share of Conectiv Common Stock and .125 of one share of 
     Conectiv Class A Common Stock effective March 1, 1998.
     Conectiv issued Common Stock and Conectiv Class A Common Stock 
     in connection with such mergers pursuant to the Merger Agreement;

(3)  On March 2, 1998, Delmarva paid a dividend to Conectiv consisting 
     of all issued and outstanding shares of capital stock of: (a)
     Delmarva Services Company, a company which was formed to own and 
     finance an office building leased to affiliated companies and
     which holds ownership of approximately 2.9% of the common stock of 
     Chesapeake Utilities Corporation, a publicly traded utility
     company; (b) Delmarva Energy Company, a company engaged, directly 
     and through a subsidiary, in Rule 58 energy marketing activities; 
     (c) Conectiv Communications, Inc., an exempt telecommunications company
     providing a full range of retail and wholesale telecommunications 
     services; (d) Delmarva Capital Investments, Inc., a sub-holding 
     company for a variety of unregulated investments; and (e) Conectiv
     Services, Inc., a company providing, directly and through subsidiaries, 
     a wide range of energy-related goods and services to industrial, 
     commercial and residential customers;
     
(4)  Conectiv acquired 1,000 shares of common stock of
     
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     Conectiv Resource Partners, Inc., a company formed to serve as 
     the mutual service company for the Conectiv System, pursuant
     to section 13 of Act.  On March 1, 1998, Resource entered into 
     individual service agreements (in the form of Exhibit B to the
     Application-Declaration) with Conectiv and its direct subsidiaries.
     
   The transactions described in paragraphs 1 through 4 have been carried 
out in accordance with the terms and conditions of, and for the 
purposes requested in, the Application-Declaration, and in accordance 
with the terms and conditions of the Order.

       Filed herewith are conformed copies of the final opinions of counsel. 
Capitalized terms used herein without definition have the meanings 
ascribed to them in the Application-Direction.

       This Certificate of Notification and the opinions of counsel 
included herein as exhibits are applicable only to the merger-related 
transactions described in the Application Direction, as herein defined.  
Post-effective Amendments Nos. 3 and 4 in File No. 70-9069 request a 
supplemental order and will be covered in certificates pursuant to 
Rule 24 after the supplemental order is issued and the proposed 
transactions are consummated.



                    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.
                                     
                                   CONECTIV

                                   By:  /s/ Louis M. Walters
                                            Louis M. Walters
                                            Treasurer
Dated: January 6, 1999




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                                  EXHIBIT INDEX

Exhibit
Number               Exhibit

F-2.1           Past-Tense Opinion of Randall V. Griffin, Esq.


F-2.2           Past-Tense Opinion of Peter F. Clark, Esq.

EX-1

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Exhibit F-2.1
January 6, 1999

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


               Re:  Conectiv (File No. 70-9069)

Ladies and Gentlemen:

     As Senior Counsel for Conectiv, a Delaware corporation
("Conectiv"), I have acted as counsel to Conectiv and
Atlantic Energy, Inc., a New Jersey corporation ("Atlantic")
with respect to the matters described in the application and
declaration, as amended by pre-effective amendments No. 1,
2, 3 and 4 and post-effective amendments No. 1 and 2 on Form
U-1 to the Securities and Exchange Commission (the
"Commission") filed by Conectiv (File No. 70-9069) (the
"Application").  The Application sought the Commission's
authorization under the Public Utility Holding Company Act
of 1935, as amended (the "Act"), for a series of
transactions (the "Transactions").  An order was issued by
the Commission approving the Application on February 25,
1998 (the "Order").  Post-effective amendments 3 and 4 to
the Application request a supplemental order and will be
covered in certificates pursuant to Rule 24 after the
supplemental order is issued and the proposed transactions
are consummated.

     The Application sought approval for the merger of Atlantic 
with and into Conectiv and the merger of DS Sub, Inc., a Delaware
corporation and a subsidiary of Conectiv ("DS Sub") with and into 
Delmarva Power and Light Company, a Delaware and Virginia
corporation ("Delmarva").  The Application also sought approval for 
a number related corporate actions, including:

     (i)  the acquisition by Conectiv of the gas
properties of Delmarva;
   
     (ii)  the continued operation of Delmarva as a
combination gas and electric utility company;

     (iii)  the acquisition by Conectiv of the nonutility activities, 
businesses and investments of Delmarva and Atlantic; and

     (iv)  the designation of Conectiv Resource Partners, Inc. ("CRP") 
as a subsidiary service company  under the Act.

I or attorneys in whom I have confidence are familiar
with the nature and character of the proposed Transactions
and with the corporate proceedings taken by Conectiv,
Atlantic and CRP as described in the Application.  I am a
member of the bar of the State of New Jersey, the state in
which Atlantic was incorporated and in which Atlantic City
Electric Company conducts most of its utility operations.



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In connection with this opinion, I have examined, or
caused to be examined the Application and various exhibits
thereto, the minutes of various meetings of the Board of
Directors of Atlantic, the laws of the State of New jersey,
the certificate of incorporation and bylaws of Atlantic and
such other documents as I deem necessary for the purpose of
this opinion.  In such examination I have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to me as originals and the conformity
with the originals of all documents submitted to me as
copies.  As to various questions of fact material to such
opinions I have, when relevant facts were not independently
established, relied upon certificates of officers of
Atlantic and other appropriate persons and statements
contained in the Application and the exhibits thereto.

     Based upon the foregoing and subject to the assumption
and condition set forth herein, I am of the opinion that:

     1.   All laws of the State of New Jersey applicable to
the proposed Transactions have been complied with;

     2.   Atlantic was validly organized and duly existing
prior to the completion of the Transactions; and

     3.   The shares of common stock of Atlantic City
Electric Company and its nonutility subsidiaries acquired
by Conectiv as a result of the merger of Atlantic with and
into Conectiv were legally acquired by Conectiv; and

     4.   The Transactions have been carried out in
accordance with the Application.

     I hereby consent to the filing of this opinion
together with the Certificate of the Company filed pursuant
to Rule 24.

                              Very truly yours,
                              /s/ Randall V. Griffin
                                  Randall V. Griffin

EX-2

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Exhibit F-2.2
January 6, 1999

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

          Re:  Conectiv (File No. 70-9069)

Ladies and Gentlemen:

     As General Counsel for Delmarva Power & Light Company, 
a Delaware and Virginia corporation ("Delmarva"), and Conectiv, a
Delaware corporation ("Conectiv"), I have acted as counsel to 
Delmarva and Conectiv with respect to Conectiv's application and declaration, 
as amended by pre effective amendments No. 1, 2, 3 and 4 and 
post-effective amendments No. 1 and 2 on Form U-1 to the Securities 
and Exchange Commission (the "Commission") in File No. 70-9069 
(the "Application").  The Application sought the Commission's 
authorization under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), for a series of transactions (the "Transactions").  
An order was issued by the Commission approving the Application on 
February 25, 1998 (the "Order").  Post-effective amendments 3 and 4 to the
Application request a supplemental order and will be covered in 
certificates pursuant to Rule 24 after the supplemental order is issued and
the proposed transactions are consummated.

     The Application sought approval for the merger of Atlantic Energy, 
Inc. ("Atlantic") with and into Conectiv and the merger of DS Sub,
Inc., a Delaware corporation and a subsidiary of Conectiv ("DS Sub"), 
with and into Delmarva. The Application also sought approval for a 
number of related corporate actions, including:

     (i)  the acquisition by Conectiv of the gas properties of Delmarva;

     (ii) the continued operation of Delmarva as a combination 
gas and electric utility company;

     (iii)     the acquisition by Conectiv of the nonutility activities, 
businesses and investments of  Delmarva and Atlantic; and

     (iv) the designation of Conectiv Resource Partners, Inc. ("CRP") 
as a subsidiary service company under the Act.

     I or attorneys in whom I have confidence are familiar with the 
nature and character of the Transactions and with the corporate proceedings
taken by Conectiv, Delmarva, DS Sub and CRP, as described in the Application.
I am a member of the bar of the State of Delaware, a state in
which Delmarva and Conectiv are incorporated (and the state in which DS 
Sub was incorporated) and in which Delmarva 

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conducts most of its utility operations.  I am also a member of the bar of
the  Commonwealth of Virginia, a state in which Delmarva is incorporated 
and conducts utility operations.  I am not a member of the bars of
the State of Maryland, a state in which Delmarva conducts utility operations, 
or the Commonwealth of Pennsylvania, a state in which Delmarva owns 
electric generating and related transmission facilities, and do not hold
myself out as an expert in the laws of such states, although I have 
consulted with counsel to Delmarva who are expert in such laws.  For
purposes of this opinion, I have relied on advice from counsel employed 
or retained by Delmarva and Conectiv who are members of the bars of 
the State of Maryland and the Commonwealth of Pennsylvania.

In connection with this opinion, I have examined, or caused to be 
examined, the Application and various exhibits thereto, the minutes 
of various meetings of the Boards of Directors of Conectiv,
Delmarva and DS Sub, the laws of the States of Delaware and Maryland 
and of the Commonwealths of Virginia and Pennsylvania, the certificates
of incorporation and bylaws of Conectiv, Delmarva and DS Sub and such 
other documents as I deem necessary for the purposes of this
opinion.  In such examination, I have assumed the genuineness of all 
signatures and the authenticity of all documents submitted to me as
originals and the conformity with the originals of all documents 
submitted to me as copies.  As to various questions of fact material 
to such opinions, I have, when relevant facts were not independently 
established, relied upon certificates of officers of Conectiv, Delmarva
and DS Sub and other appropriate persons and statements contained 
in the Application and the exhibits thereto.

     Based upon the foregoing and subject to the assumptions and 
conditions set forth herein, I am of the opinion that:

     1.  All laws of the States of Delaware and Maryland and of the 
Commonwealths of Virginia and Pennsylvania applicable to the proposed
Transactions have been complied with;

2.  Delmarva and Conectiv are validly organized and duly existing.  
DS Sub was validly organized and duly existing and has been merged 
with and into Delmarva;

3.  The shares of Conectiv Common Stock and Conectiv Class A Common 
Stock issued in connection with the Transactions have been validly 
issued and are fully paid and nonassessable, and the holders
thereof are entitled to the rights and privileges appertaining thereto 
set forth in the Restated Certificate of Incorporation of Conectiv.  
The shares of common stock of CRP issued to Conectiv in connection with the
establishment of CRP as a subsidiary of Conectiv have been validly issued 
and are fully paid and nonassessable, and Conectiv, as the holder
thereof, is entitled to the rights and privileges appertaining thereto 
set forth in the instrument of

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incorporation of CRP;

     4.  Conectiv has legally acquired (a) the shares of common stock 
of Delmarva that it acquired as a result of the merger of DS Sub
with and into Delmarva, (b) the shares of common stock of 
Atlantic City Electric Company ("ACE"), and the nonutility 
subsidiaries of ACE that it acquired as a result of the merger of Atlantic
with and into Conectiv and (c) the shares of common stock of the 
nonutility subsidiaries of Delmarva that it acquired as a result of the
dividend by Delmarva to Conectiv of all issued and outstanding shares 
of common stock of these subsidiaries;

     5.  The consummation of the Transactions did not violate the 
legal rights of the holders of any securities issued by Conectiv or any
associate company of Conectiv; and

     6.  The Transactions have been carried out in accordance with the 
Application.

     I hereby consent to the filing of this opinion together with the 
Certificate of the Company filed pursuant to Rule 24.



                              Very truly yours,
                              /s/ Peter F. Clark
                                  Peter F. Clark