SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.
                                  20549


                                 Form 8-K



          Current Report Pursuant to Section 13 or 15 (d)
               of the Securities Exchange Act of 1934

               Date of Report      May 29, 1996


           
               Registrant;
Commission     State of Incorporation          IRS Employer
File No.       Address and Telephone No.     Identification No.


1-9760         Atlantic Energy, Inc.              22-2871471
               (New Jersey)
               6801 Black Horse Pike
               Egg Harbor Township, NJ 08234
               (609) 645-4500



1-3559         Atlantic City Electric Company     21-0398280
               (New Jersey)
               6801 Black Horse Pike
               Egg Harbor Township, NJ 08234
               (609) 645-4100


Item 5.   Other Events.
     
     The following information updates certain matters previously
reported to the Securities and Exchange Commission under Part I,
Item 1 - Business of the Annual Report on Form 10-K for 1995 and
under Part I - Management's Discussion and Analysis and Part II,
Item 5 - Other Information of the Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996 of Atlantic Energy, Inc. and
Atlantic City Electric Company (ACE).

Salem Station

On May 23, 1996, ACE and Atlantic Energy, Inc. issued the
following press release:

                                     
          SALEM NUCLEAR GENERATING STATION CO-OWNERS TO PURCHASE
                     STEAM GENERATOR FOR SALEM UNIT 1 
                  FROM UNFINISHED SEABROOK NUCLEAR UNIT 2


     The co-owners of the Salem Nuclear Generating Station will
purchase unused steam generators from the unfinished Seabrook
unit 2 nuclear power plant in New Hampshire for installation in
Salem Unit 1.  Atlantic City Electric Company (ACE) and co-
owners, Public Service Electric & Gas (PSE&G), PECO Energy
Company and Delmarva Power and Light Company, jointly announced
the agreement today.

     By using these steam generators, PSE&G, operator of the
facility, said that it expects to return Salem Unit 1 to
operation in the second quarter of 1997.  Salem Unit 2 is on
schedule for return to service on August 27, 1996.  The return of
both units is subject to Nuclear Regulatory Commission
concurrence. 

     Units 1 and 2 at Salem have been out of service since 
May 16 and June 7, 1995, respectively.  Since that time, PSE&G
has been engaged in a thorough reassessment of the units'
equipment, work processes, and personnel.  

     In February, tests indicated microscopic cracks in steam
generator tubes at Salem Unit 1.  PSE&G has been conducting
additional inspections and analyses to determine whether the
steam generators should be repaired or replaced.  In April,
various options were identified that could make a return to
service in the first half of 1997 a possibility.  The decision to
replace the steam generators proved the best option from both an
operational and financial perspective.

     The co-owners plan to purchase four Westinghouse Model F
steam generators that had been installed in Seabrook 2, which was
never completed and is now owned by Northeast Utilities and 10
other co-owners.  They will be shipped primarily by barge and are
expected to arrive at the Salem site before the end of this year.
                                     
     PSE&G estimates that the cost of purchasing and installing
the Seabrook steam generators is between $150 million and $170
million.  ACE's share would be between $11.1 million and $12.6
million.

     Steam generators are large heat exchangers in which hot
water from the reactor passes through tubes and converts
surrounding water into steam that drives the unit's turbines to
produce electricity.  Each existing Salem unit steam generator
contains 3,388 U-shaped tubes about 40-feet high and 7/8-inch in
diameter.

     Westinghouse's Model F steam generator is a newer technology
than the models they will replace.  Model F steam generator tubes
are made out of heat-treated Inconel and they have performed well
in nuclear plants throughout the world.

     The Salem Station consists of two 1,100 megawatt pressurized
water nuclear reactors located along the Delaware River in Salem
County, NJ.  PSE&G operates the station and owns 42.59% of the
facility; PECO Energy Company owns 42.59%; ACE owns 7.41% and
Delmarva Power and Light Company also owns 7.41%.  

     Each Salem unit represents approximately 3.5% of ACE's
installed electric generating capacity.  ACE's net investment in
the Salem Station represents approximately 6% of its assets.

              **********************************************

                          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.  
                          Atlantic Energy, Inc. 
                      Atlantic City Electric Company
                               (Registrant)

                    By:    /s/ L. M. Walters           
                               L. M. Walters    
                    Treasurer of Atlantic Energy, Inc.
           Vice President, Treasurer and Assistant Secretary of
                      Atlantic City Electric Company

Date: May 29, 1996