35-CERT

Filed with the Securities and Exchange 
Commission on May 5,1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549




In the Matter of
                                                    CERTIFICATE
Conectiv and Atlantic City 
Electric Company                                         OF

File No. 70-9331                                   NOTIFICATION

(Public Utility Holding Company Act of 1935)
                                               PURSUANT TO RULE 24







	This Certificate of Notification is filed by Conectiv, a Delaware corporation
 and a registered holding company under the Public Utility Holding Company Act
 of 1935, as amended (the "Act") and Atlantic City Electric Company ("ACE"),
 a New Jersey corporation and an operating public utility company, in 
 connection with the Form U-1 Application/Declaration (File No. 70-9331) as
 amended, filed by Conectiv and ACE under the Act, requesting authority (1)
 under Sections 6(a), 7, 12(c) and 12(d) of the Act and Rules 43, 44, 51, 54,
 62 and 65 for ACE (a) to solicit proxies from the holders of its outstanding 
 shares of preferred stock for use at a special meeting of its stockholders
 (the "Special Meeting") to be held on or about October 14, 1998 to consider
 a proposed amendment to ACE's Agreement of Merger dated May 24, 1949 as
 amended on April 8, 1952 (the "ACE Charter")and (b) to eliminate in its
 entirety Paragraph 7(B)(c) of Article III of the ACE Charter, a provision
 restricting the amount of securities representing unsecured indebtedness
 issuable by ACE (hereinafter, the "Proposed Amendment"); (2) under Sections
 9(a) and 10 and Rule 51 for Conectiv to purchase pursuant to tender offer,
 shares of ACE preferred Stock and (3) under Section 12(c) and Rules 42 and 43
 thereunder, for ACE to reacquire the shares from Conectiv.  An order (the
 "Order")was issued by the Securities and Exchange Commission ("Commission")
 with respect to the proposed transactions on September 8, 1998.

	The following transactions for which authorization was requested in the
 Application/Declaration have been completed :

 1.	At the Special Meeting held on October 14, 1998, ACE's common and preferred
 shareholders approved the Proposed Amendment;

 2.	On November 2, 1998, ACE filed a Certificate of Amendment with the State
 of New Jersey, 	Department of Treasury, to remove in its entirety Paragraph
 (7)(B)(c) of Article III from the 	ACE Charter; and


 3.	Conectiv purchased the below-listed shares of ACE preferred stock.

	
Preferred Stock Series # of Shares Purchased Price ($) # of Shares Remaining

        4%                  52,732            81.60         24,268
        4.10%               51,496            83.50         20,504
        4.35%               11,898            88.60          3,102
        4.35% (2nd Series)  34,320            88.60          1,680
        4.75%               41,369            96.75          8,631
        5%                  45,880           100.00          4,120

 4.	Conectiv sold all repurchased shares of ACE preferred stock to ACE at the
 repurchase price plus 	expenses of sale.  ACE retired all of the
 repurchased shares.



	The foregoing transactions as described above and in the Application/
 Declaration have been carried out in accordance with the terms and conditions
 of and for the purposes represented by the Application/Declaration and the
 Order issued by the Commission with respect thereto.



                            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: May 5, 1999


                                            	ATLANTIC CITY ELECTRIC COMPANY

                                            	By:	/s/ Louis M. Walters
                                           		Treasurer and Assistant Secretary

Dated: May 5, 1999




EXHIBIT INDEX

F-1  	Opinion of Peter F. Clark, Esq.

F-2  	Opinion of Pamela D. Joseph, Esq.

EX-1

Exhibit F-1


April 30, 1999



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

					Re:	Conectiv
						SEC File Number 70-9331

Dear Sir or Madam:

	As General Counsel for Conectiv, a Delaware corporation 
("Conectiv"), I have acted as counsel to Conectiv in connection with the 
application/declaration on Form U-1 (File No. 70-9331), as amended by pre-
effective amendments No. 1 and 2 (hereinafter the "Application"), filed with 
the Securities and Exchange Commission (the "Commission"), jointly by 
Conectiv and Atlantic City Electric Company, a New Jersey corporation and 
a direct operating utility subsidiary of Conectiv ("ACE").

	The Application sought authorization under the Public Utility Holding 
Company Act of 1935, as amended (the "Act"), for: (i) ACE to solicit 
proxies from the holders of its outstanding shares of preferred stock; (ii) 
ACE to amend its charter; (iii) Conectiv to make an offer to the holders of 
certain series of ACE's outstanding preferred stock to acquire such shares 
for cash; and (iv) Conectiv to sell to ACE any preferred stock so acquired at 
Conectiv's purchase price, plus expenses (the "Transactions").

	In connection with this opinion, I, or attorneys in whom I have 
confidence, have examined the Application, the minutes of various meetings 
of the Board of Directors of Conectiv, the laws of the State of Delaware, the 
certificate of incorporation and bylaws of Conectiv, other originals or copies, 
certified or otherwise identified to my satisfaction, of such records of 
Conectiv 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.  As to various 
questions of fact material to such opinions, I have, when relevant facts 
were not independently established, relied upon statements contained in the 
Application.


Securities and Exchange Commission
April 30, 1999
Page Two


	Based on the foregoing and subject to the assumptions, qualifications, 
limitations, conditions and exceptions set forth herein, I am of the opinion 
that:

(a) All laws of the State of Delaware applicable to the 
Transactions have been complied with by Conectiv, but I 
express no opinion as to the need to comply with state blue 
sky laws and express no opinion on the laws of any state 
except Delaware;
 
(b) Conectiv  lawfully acquired the shares of ACE's preferred 
stock purchased, which it then resold to ACE; and
 
(c) The consummation of the Transactions by Conectiv did 
not violate the legal rights of the holders of any securities 
issued by Conectiv or any associate company Conectiv; and 

(d) The Transactions have been carried out in accordance 
with the Application.

	I hereby consent to the use of this opinion in connection with the 
Application.

                                         							Very truly yours,


                                         							/s/ Peter F. Clark
						                                             	Peter F. Clark

EX-2

800 King Street
Wilmington, DE 19801
(302) 429-3765
Exhibit F-2


April 30, 1999


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

					Re:	Atlantic City Electric Company
						SEC File Number 70-9331

Dear Sir or Madam:

	I have acted as counsel to Atlantic City Electric Company ("ACE"), a 
New Jersey corporation and a direct operating utility subsidiary of Conectiv, 
a Delaware corporation ("Conectiv"), in connection with the 
application/declaration on Form U-1 (File No. 70-9331), as amended by pre-
effective Amendments No. 1 and 2 (hereinafter the "Application"), filed 
with the Securities and Exchange Commission (the "Commission"), jointly 
by ACE and Conectiv.

	The Application sought authorization under the Public Utility Holding 
Company Act of 1935, as amended (the "Act"), for: (i) ACE to solicit 
proxies from the holders of its outstanding shares of preferred stock; (ii) 
ACE to amend its charter; (iii) Conectiv to make an offer to the holders of 
certain series of ACE's outstanding preferred stock to acquire such shares 
for cash; and (iv) Conectiv to sell to ACE any preferred stock so acquired at 
Conectiv's purchase price, plus expenses (the "Transactions").

	In connection with this opinion, I, or attorneys in whom I have 
confidence, have examined the Application, the minutes of various meetings 
of the Board of Directors of ACE, the laws of the State of New Jersey, the 
certificate of incorporation and bylaws of ACE, other originals or copies, 
certified or otherwise identified to my satisfaction, of such other 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 



Securities and Exchange Commission
April 30, 1999
Page Two


the originals of such copies.  As to various questions of fact material to 
such opinions, I have, when relevant facts were not independently 
established, relied upon statements contained in the Application.

	Based on the foregoing and subject to the assumptions, qualifications, 
limitations, conditions and exceptions set forth herein, I am of the opinion 
that:

(a) All laws of the State of New Jersey applicable to the 
Transactions have been complied with by ACE, but I express 
no opinion as to the need to comply with state blue sky laws 
and express no opinion on the laws of any state except New 
Jersey;  
                                                         
(b) As the issuer of the shares of preferred stock acquired 
by Conectiv and then sold to and retired by ACE, ACE is validly 
organized and dully existing in the State of New Jersey;
 
(c) ACE lawfully acquired from Conectiv the shares of its 
preferred stock purchased by Conectiv; and
 
(d) The consummation of the Transactions by ACE did not 
violate the legal rights of the holders of any securities issued by 
ACE or any associate company thereof;

(e) The Transactions have been carried out in accordance 
with the Application.

	I hereby consent to the use of this opinion in connection with the 
Application.

                                             							Very truly yours,


                                             					 	/s/ Pamela D. Joseph
                                                 							Pamela D. Joseph