U-1/A

Date: September 12, 2003

File No. 70-9899

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549                                                                                   POST-EFFECTIVE AMENDMENT NO. 1 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935                                                                                                          Pepco Holdings, Inc. 701 Ninth Street, N.W. Washington, DC 20068 Conectiv Atlantic City Electric Company PHI Service Company P.O. Box 231 Wilmington, DE 19899-0231 Atlantic City Electric Transition Funding LLC Mail Code: 89KS33 P.O. Box 15597 Wilmington, DE 19850-5597 (Name of company filing this statement and addresses of principal executive offices)                                                                                          Pepco Holdings, Inc. (Name of top registered holding company parent)                                                                                           Anthony J. Kamerick Vice President and Treasurer Pepco Holdings, Inc. 701 Ninth Street, N.W. Washington, DC 20068 (Name and addresses of agent for service)                                                                     The Commission is also requested to send copies of any communications in connection with this matter to:

Christie Day Cannon, Esq.
Conectiv
Assistant General Counsel
P.O. Box 231
Wilmington, DE 19899
(302) 429-3826
Thomas B. Reems
LeBoeuf, Lamb, Greene &
MacRae, L.L.P.
1875 Connecticut Avenue, NW
Washington, DC 20036
(202) 986-8000
Anthony J. Kamerick
Pepco Holdings, Inc.
Vice President and Treasurer
701 Ninth Street, N.W.
Washington, DC 20068
(202) 872-3015

Item 1. Description of Transaction             A.      Background             On February 9, 2001, Conectiv and Potomac Electric Power Company ("Pepco") entered into an agreement and plan of merger. The agreement and plan of merger contemplated the formation of a new holding company that would own all of the stock of Conectiv and Pepco. The merger was consummated on August 1, 2002 with the formation of Pepco Holdings, Inc. ("PHI") as the new registered holding company under the Act. Subsequent to the merger, Conectiv remains a registered holding company under the Act and the parent of, among others, Atlantic City Electric Company ("ACE"), an electric utility company. ACE is the parent of Atlantic City Electric Transition Funding LLC ("ACE Transition Funding" or the "Special Purpose Issuer"), a financing subsidiary established for the sole purpose of issuing transition bonds. PHI Service Company ("PHI Service") is the service company for the PHI Holdings System. Collectively, PHI, Conectiv, ACE, ACE Transi tion Funding and PHI Service are referred to as the "Applicants."             In this file, File No. 70-9899, the Applicants previously requested authority to issue up to $1.7 billion in transition bonds under the terms and conditions described in the application/declaration for this file. The Commission noticed the application/declaration in Holding Company Act Release No. 27458 (October 26, 2001) and issued an order in Holding Company Act Release No. 27588 (Oct. 28, 2002) ("Securitization Order ") authorizing the issuance of up to $440 million in transition bonds, the amount then authorized by the New Jersey Board of Public Utilities ("BPU") and reserving jurisdiction on the balance up to $1.7 billion. Applicants have petitioned the BPU for authority to issue transition bonds and the BPU voted to approve this issuance of up to $152 million of transition bonds in September 2003. Applicants now request that the Commission release jurisdiction over an additional $152 million in transition bonds, authorize the Special Purpose Issuer to issue additional transition bonds on the terms and conditions described in the prior applications/declarations and order in this file, and reserve jurisdiction over the remaining $1,108 million of requested authority.             Applicants are not requesting to modify the terms and conditions of the Securitization Order other than to increase the aggregate amount of authorized transition bonds.             On December 19, 2002, pursuant to the authority in the Securitization Order, the following actions were undertaken pursuant to the Securitization Order:
(1)	ACE sold $440 million of bondable transition property to the Special Purpose Issuer pursuant to a Bondable Transition Property Sale Agreement in exchange for the net proceeds of the issuance of transition bonds described below (see Exhibit B-5);
(2)	The Special Purpose Issuer issued and sold $440 million of transition bonds pursuant to an Indenture between ACE Transition Funding and The Bank of New York, as Trustee (see Exhibit B-5);
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(3)	ACE entered into a Bondable Transition Property Agreement with ACE Transition Funding appointing ACE to act as servicer of the bondable transition property (see Exhibit B-5); and
(4)	ACE Transition Funding entered into an Administration Agreement with PHI Service under which PHI Service would act as administrator for the Special Purpose Issuer (see Exhibit B-5).
B.      Request for Authority             In this Post-Effective Amendment No. 1, the Applicants request a release of jurisdiction for the Special Purpose Issuer to issue and sell up to $152 million of additional transition bonds on the terms and conditions in the Securitization Order. The Applicants request that jurisdiction continue to be reserved over the issuance of the remaining $1,108 million of transition bonds pending completion of the record in this application/declaration. The Applicants further request that all other authorizations granted in the Securitization Order remain in effect for the duration of the Authorization Period.             C.      ACE's Orders from the BPU             On June 25, 2001, ACE filed a petition with the BPU, which was supplemented on August 19, 2002, requesting the issuance by the BPU of a bondable stranded costs rate order to allow ACE to monetize its bondable stranded costs, plus associated transaction costs and the cost of retiring its debt or equity or both. On, September 20, 2002, the BPU issued an order authorizing the issuance of up to $440 million of transition bonds.             On February 14, 2003, ACE filed another petition with the BPU requesting the issuance by the BPU of a bondable stranded costs rate order to allow ACE to monetize additional bondable stranded costs, plus associated transaction costs and the cost of retiring its debt or equity or both. In September, 2003, the BPU voted to approve the issuance of up to $152 million of additional transition bonds. The final structure, pricing and other terms of the transition bonds will be subject to the approval of the BPU or its designee. Exhibit D-5 contains a copy of the BPU's order.             D.      Financial Parameters             Rule 54 provides that in determining whether to approve certain transactions other than those involving Exempt Wholesale Generators ("EWGs") and Foreign Utility Companies ("FUCOs"), the Commission will not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or FUCO if Rule 53(a), (b) and (c) are satisfied. PHI satisfies all of the conditions of Rule 53 except Rule 53(a)(1).
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            As of June 30, 2003, PHI's aggregate investment as defined in Rule 53(a)(1) was $1.8 million. In Pepco Holdings Inc., Holding Co. Act Release No. 27577 (July 31, 2002), the Commission authorized PHI to invest up to 100% of PHI's retained earnings plus $3.5 billion in EWGs and FUCOs. As of June 30, 2003, PHI's retained earnings were $771.2 million making PHI's maximum investment in EWGs and FUCOs equal to $4,271.2 million. Thus PHI is operating within the confines of its EWG and FUCO investment authority.

            PHI currently complies with, and will comply with, the record-keeping requirements of Rule 53(a)(2), the limitation under Rule 53(a)(3) on the use of the PHI system's domestic public utility company personnel to render services to EWGs and FUCOs, and the requirements of Rule 53(a)(4) concerning the submission of copies of certain filings under the Act to retail regulatory commissions. Further, none of the circumstances described in Rule 53(b) has occurred or is continuing.

            Issuance of an additional $152 million in transition bonds will not require any of the Applicants to seek relief from their obligations, incurred in conjunction with previous Commission orders, to maintain certain common equity ratios.¹ As of June 30, 2003, PHI's common equity ratio was 31.1%, Conectiv's common equity ratio was 26.7% and ACE's common equity ratio was 37.6%. The bond issuance will also not affect any of PHI's outstanding applications with the Commission.

Item 2. Fees, Commissions and Expenses.

ACE estimates that through the issuance of the transition bonds, it will incur approximately $2,166,000 million in legal, financial, and other transaction related fees. These fees represent approximately 1.4% of the total value of the $152 million in bonds, a ratio that is within the same range of other securitization transactions. See West Penn Power Company, Holding Co. Act Release 27091, File No. 70-9469, (October 19, 1999) (authorizing fees of $2,076,260 for issuance of $600,000,000 in transition bonds, 0.3%); Central and South West Corporation, Holding Co. Act Release No. 27168, File No. 70-9107, (April 20, 2000) (authorizing fees of $19,288,000 for issuance of $797,400,000 in transition bonds, 2.4%); Connecticut Light and Power Company, Holding Co. Act Release No. 27319, File No. 70-9697, (Dec. 26, 2000) supplemented by Holding Co. Act Release No. 27364 (March 23, 2001) (authorizing fees of $28,000,000 for issuance of $2,462,000,000 by three entities, 1.2%).

Item 3. Applicable Statutory Provisions.

            Sections 6(a), 7, 9, 10, 12(b), 12(f), 12(g) and 13(b) and Rules 42, 43, 44, 45, 54, 90 and 91 thereunder govern the proposed transaction. To the extent the Commission believes other sections or rules are applicable to the proposed transaction, Applicants deem that they be included in this item.

                                                              

¹  PHI must maintain a common equity ratio of 30%, and Conectiv's common equity ratio must equal 30% by December 31, 2003. Pepco Holdings Inc., Holding Co. Act Release No. 27577 (July 31, 2002). ACE's common equity ratio must be at least 28%. Conectiv, Holding Co. Act Release No. 27588 (October 28, 2002).

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Item 4. Regulatory Approval.             The proposed securitization is subject only to the approval of the BPU. Item 5. Procedure.             Applicants hereby request that there be no hearing on this application/declaration and that the Commission issue its order by October 31, 2003. On October 26, 2001, the Commission issued notice of Applicants request for authorization to issue up to $1.7 billion in transition bonds and subsequently reserved jurisdiction over all but $440 million because the BPU had only authorized issuance of $440 million in transition bonds at that time. Because the Commission had noticed Applicants request for the entire $1.7 billion of requested authority and Applicants are not seeking any modifications to any terms and conditions of the prior application/declaration and Securitization Order in this File, issuance of a second notice is not required. No party has sought to intervene in this file.             Applicants hereby: (i) waive a recommended decision by a hearing officer; (ii) waive a recommended decision by any other responsible officer or the Commission; (iii) consent that the Division of Investment Management may assist in the preparation of the Commission's decision; and (iv) waive a 30-day waiting period between the issuance of the Commission's order and the date on which it is to become effective.
Item 6. Exhibits and Financial Statements. Exhibits
A-2	Supplemental Registration Statement on Form S-3 (incorporated by reference to Form S-3, File No. 333-59558)
B-5	The Bondable Transition Property Sale Agreement, Indenture between ACE Transition Funding and The Bank of New York, Bondable Transition Servicing Agreement and Administration Agreement in their executed forms (incorporated by reference to Form 8-K, File No. 333-59558, filed on December 23, 2002)
D-4	Application before the BPU (filed herewith)
D-5	Order of the BPU (to be filed by amendment)
F-3	Opinion of Counsel (to be filed by amendment)
F-4	Past-Tense Opinion of Counsel (to be filed by amendment)
H-5	Estimated Stranded Costs (to be filed by amendment)
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H-6	Financial Forecast for Pepco Holdings, Inc., Conectiv and Atlantic City Electric Company (to be filed by amendment)
Financial Statements
FS-1		Balance Sheets of Pepco Holdings, Inc. as of June 30, 2003 (incorporated by reference to Form 10-Q, File No. 1-31403, filed on August 13, 2003)
FS-2		Statements of Income of Pepco Holdings, Inc. for the 12 months ended December 31, 2002 (incorporated by reference to Form 10-K, File No. 1-31403, filed on March 28, 2003)
FS-3		Statements of Income of Pepco Holdings, Inc. for the quarter ended June 30, 2003 (incorporated by reference to Form 10-Q, File No. 1-31403, filed on August 13, 2003)
FS-4		Balance Sheets of Conectiv as of June 30, 2003 (incorporated by reference to Form 10-Q, File No. 1-13895, filed on August 13, 2003)
FS-5		Statements of Income of Conectiv for the 12 months ended December 31, 2002 (incorporated by reference to Form 10-K, File No. 1-13895, filed on April 23, 2003)
FS-6		Statements of Income of Conectiv for the quarter ended June 30, 2003 (incorporated by reference to Form 10-Q, File No. 1-13895, filed on August 13, 2003)
FS-7		Balance Sheets of Atlantic City Electric Company as of June 30, 2003 (incorporated by reference to Form 10-Q, File No. 1-3559, filed on August 13, 2003)
FS-8		Statements of Income of Atlantic City Electric Company for the 12 months ended December 31, 2003 (incorporated by reference to Form 10-Q, File No. 1-3559, filed on April 23, 2003)
FS-9		Statements of Income of Atlantic City Electric Company for the quarter ended June 30, 2003 (incorporated by reference to Form 10-Q, File No. 1-3559, filed on August 13, 2003)
FS-10		Balance Sheets of Atlantic City Electric Transition Funding LLC as of June 30, 2003 (incorporated by reference to Form 10-Q, File No. 333-59558, filed on August 13, 2003)
FS-11		Statements of Income of Atlantic City Electric Transition Funding LLC for the 12 months ended December 31, 2002 (incorporated by reference to Form 10-Q, File No. 333-59558, filed on April 23, 2003)
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FS-12	Statements of Income of Atlantic City Electric Transition Funding LLC for the quarter ended June 30, 2003 (incorporated by reference to Form 10-Q, File No. 333-59558, filed on August 13, 2003)
FS-13	Pro Forma Balance Sheet of Pepco Holdings, Inc. as of June 30, 2003 (filed herewith)
FS-14	Pro Forma Statement of Income of Pepco Holdings, Inc. for the 12 months ended June 30, 2003 (filed herewith)
FS-15	Pro Forma Balance Sheet of Conectiv as of June 30, 2003 (filed herewith)
FS-16	Pro Forma Statement of Income of Conectiv as of June 30, 2003 (filed herewith)
FS-17	Pro Forma Balance Sheet of Atlantic City Electric Company as of June 30, 2003 (filed herewith)
FS-18	Pro Forma Statement of Income of Atlantic City Electric Company for the 12 months ended June 30, 2003 (filed herewith)
FS-19	Pro Forma Balance Sheet of Atlantic City Electric Transition Funding LLC as of June 30, 2003 (filed herewith)
FS-20	Pro Forma Statement of Income of Atlantic City Electric Transition Funding LLC for the 12 months ended June 30, 2003 (filed herewith)
Item 7. Information as to Environmental Effects.             This application/declaration and the proposed transactions do not involve a "major federal action" nor do they "significantly affect the quality of the human environment" as those terms are used in Section 102(2)(C) of the National Environmental Policy Act. The transactions that are the subject of this application/declaration will not result in changes in the operation of the company that will have an impact on the environment. Applicants are not aware of any federal agency that has prepared or is preparing an environmental impact statement with respect to the transactions that are the subject of this application/declaration.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this application/declaration to be signed on their behalf by the undersigned thereunto duly authorized. The signature of the applicants, through the undersigned, is restricted to the information contained in this application/declaration which is pertinent to the instant application/declaration.
	Pepco Holdings, Inc. Conectiv PHI Service Company /s/ Anthony J. Kamerick Name: Anthony J. Kamerick Title: Vice President and Treasurer Atlantic City Electric Company /s/ Anthony J. Kamerick Name: Anthony J. Kamerick Title: Treasurer Atlantic City Electric Transition Funding LLC /s/ Donna J. Kinzel Name: Donna J. Kinzel Title: Treasurer
September 12, 2003
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EX-99

STATE OF NEW JERSEY
BOARD OF PUBLIC UTILITIES

IN THE MATTER OF THE PETITION OF ATLANTIC CITY ELECTRIC COMPANY FOR A BONDABLE STRANDED COSTS RATE ORDER IN ACCORDANCE WITH N.J.S.A. 48:3-49 et seq., to authorize the recovery and refinancing of certain of its recovery eligible stranded costs and the sale of bondable transition property, to authorize the issuance and sale of transition bonds up to an aggregate principal amount OF $160 Million consistent with n.j.s.a. 48:3-62 to recover A Portion of petitioner's recovery eligible stranded costs, to authorize the imposition of a non-bypassable transition bond charge and a related market transition charge-tax component, to authorize the application of transition bond proceeds to retire outstanding debt, equity or both, and to approve the methodology for the calculation and adjustment of the transition bond charge and market transition charge-tax related thereto. :
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BPU Docket No.__________









PETITION

          Atlantic City Electric Company (the "Company," "ACE" or the "Petitioner"), an electric public utility subject to the regulatory jurisdiction of the New Jersey Board of Public Utilities (the "Board" or "BPU"), and maintaining its principal place of business at 800 King Street, Wilmington, Delaware 19899, in support of the within petition respectfully shows:

- -1-

EX-99

FS-13 Page 1 of 2
PEPCO HOLDINGS, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEETS (Dollars in Millions) (Unaudited)
			June 30, 2003	Pro Forma Adjustments	Pro Forma
ASSETS
Current Assets
	Cash and cash equivalents		$           99.3	$               -	$        99.3
	Restricted cash		6.1	-	6.1
	Marketable securities		173.5	-	173.5
	Restricted funds held by trustee		28.1	-	28.1
	Accounts receivable, less allowance for     uncollectible accounts		1,071.7	-	1,071.7
	Fuel, materials and supplies - at average cost		245.1	-	245.1
	Prepaid expenses and other		97.9	-	97.9
		Total Current Assets	1,721.7	-	1,721.7
Investments and Other Assets
	Goodwill		1,432.5	-	1,432.5
	Regulatory assets, net		1,183.7	-	1,183.7
	Investment in finance leases		1,114.9	-	1,114.9
	Prepaid pension costs		118.9	-	118.9
	Other		592.3	-	592.3
		Total Investments and Other Assets	4,442.3	-	4,442.3
Property, Plant and Equipment
	Property, plant and equipment		10,764.5	-	10,764.5
	Accumulated depreciation		(3,959.3)	-	(3,959.3)
		Net Property, Plant, and Equipment	6,805.2	-	6,805.2
Total Assets			$    12,969.2	$               -	$  12,969.2

EX-99

FS-14 Page 1 of 2
PEPCO HOLDINGS, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (Dollars in Millions, Except Per Share Amounts) (Unaudited)
			Twelve Months Ended June 30, 2003		Pro Forma Adjustments		Pro Forma
OPERATING REVENUES
	Pepco		$   1,530.1		$                -		$  1,530.1
	Conectiv Power Delivery		2,356.5		15.6	(3)	2,372.1
	Conectiv Energy		2,200.4		-		2,200.4
	Pepco Energy Services		1,054.1		-		1,054.1
	Other Non-Regulated		134.8		-		134.8
			7,275.9		15.6		7,291.5
OPERATING EXPENSES
	Fuel and purchased energy		4,601.5		-		4,601.5
	Operation and maintenance		1,410.6		-		1,410.6
	Impairment losses		50.4		-		50.4
	Depreciation and amortization		388.5		7.6	(4)	396.1
	Taxes other than income taxes		259.8		-		259.8
	Deferred electric service costs		13.4		-		13.4
			6,724.2		7.6		6,731.8
OPERATING INCOME			551.7		8.0		559.7
OTHER INCOME (EXPENSES)
	Interest and dividend income		27.8		-		27.8
	Interest expense		(341.0)		(5.2)	(5)	(346.2)
	Loss from equity investments		(14.8)		-		(14.8)
	Other income		22.3		-		22.3
		Total Other (Expenses)	(305.7)		(5.2)		(310.9)
PREFERRED STOCK DIVIDEND     REQUIREMENTS OF SUBSIDIARIES			27.2		-		27.2
INCOME FROM CONTINUING OPERATIONS     BEFORE INCOME TAXES			218.8		2.8		221.6
INCOME TAXES			79.5		1.0	(6)	80.5
INCOME FROM CONTINUING OPERATIONS			139.3		1.8		141.1
EXTRAORDINARY ITEM (net of income taxes of $4.1)			5.9		-		5.9
NET INCOME (LOSS)			$      145.2		$            1.8		$     147.0
AVERAGE COMMON SHARES OUTSTANDING			163.6	(7)	163.6		163.6
BASIC AND DILUTED EARNINGS PER SHARE OF COMMON STOCK			$         0.89		$          0.01		$        0.90

FS-14 Page 2 of 2
PEPCO HOLDINGS, INC. AND SUBSIDIARIES PRO FORMA NOTES
In accordance with Article 11 of Regulation S-X, the pro forma adjustments related to the balance sheet were made assuming the transactions were made at the end of the balance sheet period and the adjustments related to the income statement were made assuming the transactions were made at the beginning of the period presented.
(1)	Represents the use of proceeds from the issue of transition bonds to pay off short-term debt of $66.8 million from ACE and $70.0 million from PHI.
(2)	Represents the issue of $152.0 million in Transition Bonds, less the redemption of $15.2 million in long-term debt of ACE from use of proceeds from issue of Transition bonds.
(3)	Represents transition bond charge, a per kWh charge paid by electric transmission and distribution customers. The charge is computed to recover the principal amount of the transition bonds plus interest. Amortization of $7.6 plus interest of $8.0 = $15.6.
(4)	Represents the annual amortization of stranded costs, 152.0 million over 240 months. (152.0 / 240 = .633/month x 12 months = 7.6 million).
(5)	Represents annual interest expense on 152.0 million of long-term debt @5.25%. Transition Bonds, less the interest expense savings from redeeming $66.8 million of ACE short-term debt @1.25%, $15.2 million of long-term ACE debt @7.0%, and $70.0 million of PHI short-term debt @1.25%. 152.0 x 5.25% = 8.0 million 66.8 x 1.25% = (0.8) million 15.2 x 7.0% = (1.1) million 70.0 x 1.25% = (0.9) million      total          5.2 million
(6)	Represents the federal tax impact, at 35%, of (3), (4), and (5).
(7)	Shares outstanding are first reported shares outstanding for PHI Consolidated after the merger.

EX-99

FS-16 Page 1 of 2
CONECTIV PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (Dollars in Millions) (Unaudited)
			Twelve Months Ended June 30, 2003	Pro Forma Adjustments		Pro Forma
OPERATING REVENUES
	Electric		$ 3,639.1	$       15.6	(4)	$ 3,654.7
	Gas		380.0	-		380.0
	Other services		565.2	-		565.2
			4,584.3	15.6		4,599.9
OPERATING EXPENSES
	Electric fuel and purchased energy and capacity		2,602.5	-		2,602.5
	Gas purchased		421.3	-		421.3
	Other services' cost of sales		506.3	-		506.3
	Merger-related costs		73.0	-		73.0
	Operation and maintenance		510.5	-		510.5
	Impairment losses		106.6	-		106.6
	Depreciation and amortization		208.6	7.6	(5)	216.2
	Loss on sale of leveraged leases		19.7	-		19.7
	Taxes other than income taxes		65.1	-		65.1
	Deferred electric service costs		(29.4)	-		(29.4)
			4,484.2	7.6		4,491.8
OPERATING INCOME			100.1	8.0		108.1
OTHER INCOME (EXPENSES)
	Interest and dividend income		13.3	-		13.3
	Interest expense		(139.6)	(6.1)	(6)	(145.7)
	Loss from equity investments		(6.6)	-		(6.6)
	Other income		15.7	-		15.7
		Total Other Income (Expenses)	(117.2)	(6.1)		(123.3)
PREFERRED STOCK DIVIDEND     REQUIREMENTS OF SUBSIDIARIES			13.0	-		13.0
INCOME FROM CONTINUING OPERATIONS     BEFORE INCOME TAXES			(30.1)	1.9		(28.2)
INCOME TAXES			(10.2)	0.7	(7)	(9.5)
INCOME FROM CONTINUING OPERATIONS			(19.9)	1.2		(18.7)
EXTRAORDINARY ITEM (net of income taxes of $4.1)			5.9	-		5.9
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING     PRINCIPLE (net of income taxes of $4.9)			7.2	-		7.2
NET INCOME (LOSS)			$      (6.8)	$         1.2		$   (5.6)

EX-99

FS-17 Page 1 of 2
ATLANTIC CITY ELECTRIC PRO FORMA CONSOLIDATED BALANCE SHEETS (Dollars in Millions) (Unaudited)
			June 30,      2003	Pro Forma Adjustments	Pro Forma
ASSETS
Current Assets
	Cash and cash equivalents		$            39.8	$            -	$           39.8
	Restricted funds held by trustee		13.1		13.1
	Accounts receivable, less allowance for
	uncollectible accounts		159.6	-	159.6
	Fuel, materials and supplies - at average cost		37.7	-	37.7
	Prepaid expenses and other		41.2	-	41.2
		Total Current Assets	291.4	-	291.4
Investments and Other Assets
	Regulatory assets, net		1,077.7	-	1,077.7
	Other		28.7	-	28.7
		Total Investments and Other Assets	1,106.4	-	1,106.4
Property, Plant and Equipment
	Property, plant and equipment		1,873.7	-	1,873.7
	Accumulated depreciation		(774.5)	-	(774.5)
		Net Property, Plant, and Equipment	1,099.2	-	1,099.2
Total Assets			$       2,497.0	$            -	$     2,497.0

EX-99

FS-19 Page 1 of 1
ATLANTIC CITY ELECTRIC TRANSITION FUNDING, LLC. PRO FORMA BALANCE SHEETS (Dollars in Millions) (Unaudited)
		June 30,           2003	Pro Forma     Adjustments		Pro        Forma
ASSETS
Current Assets
	Restricted funds held by trustee	$                 13.1	$                     -		$            13.1
	Transition bond charge receivable for Servicer	20.8	-		20.8
		33.9	-		33.9
Investments and Other Assets
	Bondable transition property, net	409.6	152.0	(1)	561.6
	Deferred financing costs	6.8	-		6.8
	Other	2.2	-		2.2
		18.6	152.0		570.6
Total Assets		$               452.5	$             152.0		$          604.5
CAPITALIZATION AND LIABILITIES
Current Liabilities
	Short-term debt	$                 24.1	$                     -		$            24.1
	Interest accrued	10.6	-		10.6
		34.7	-		34.7
Long-term Debt		415.6	152.0	(1)	567.6
Member's Equity		2.2	-		2.2
Total Capitalization and Liabilities		$               452.5	$              152.0		$           604.5

EX-99

FS-20 Page 1 of 2
ATLANTIC CITY ELECTRIC TRANSITION FUNDING, LLC. PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (Dollars in Millions) (Unaudited)
		Twelve Months Ended June 30,       2003	Pro Forma Adjustments		Pro   Forma
OPERATING REVENUES		$             22.3	$              15.6	(2)	$       37.9
OPERATING EXPENSES
	Amortization of bondable transition property	11.2	7.6	(3)	18.8
	Servicing and administrative expenses	0.2	-		0.2
	Interest expense	10.9	8.0	(4)	18.9
		22.3	15.6		37.9
OPERATING INCOME		-	-		-
INCOME TAXES		-	-		-
NET INCOME		$                   -	$                    -		$             -