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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000893220-99-000495.txt : 19990428
<SEC-HEADER>0000893220-99-000495.hdr.sgml : 19990428
ACCESSION NUMBER:		0000893220-99-000495
CONFORMED SUBMISSION TYPE:	U-1/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19990427

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ATLANTIC CITY ELECTRIC CO
		CENTRAL INDEX KEY:			0000008192
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				210398280
		STATE OF INCORPORATION:			NJ
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		U-1/A
		SEC ACT:		
		SEC FILE NUMBER:	070-09485
		FILM NUMBER:		99601448

	BUSINESS ADDRESS:	
		STREET 1:		800 KING STREET
		STREET 2:		PO BOX 231
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19899
		BUSINESS PHONE:		6096454100

	MAIL ADDRESS:	
		STREET 1:		800 KING STREET
		STREET 2:		PO BOX 231
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19899
</SEC-HEADER>
<DOCUMENT>
<TYPE>U-1/A
<SEQUENCE>1
<DESCRIPTION>AMEND. NO.1 TO FORM U-1 ATLANTIC CITY ELECTRIC CO.
<TEXT>

<PAGE>   1
Filed with Securities
And Exchange Commission                                     File Number 70-09485
On April 27, 1999


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                               AMENDMENT NO. 1 TO
                                    FORM U-1
                                   APPLICATION
                                    UNDER THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                         Atlantic City Electric Company
                                 800 King Street
                              Wilmington, DE 19801
               (Name of company filing this statement and address
                         of principal executive office)


                                    Conectiv
                 (Name of top registered holding company parent)


                                Louis M. Walters
                                    Treasurer
                         Atlantic City Electric Company
                                 800 King Street
                              Wilmington, DE 19899

                    (Name and address of agents for service)


The Commission is requested to send copies of all notices, orders and
communications in connection with this Application/Declaration to:

Randall V. Griffin, Esq.                                Joyce Koria Hayes, Esq.
        Conectiv                                            7 Graham Court
    800 King Street                                        Newark, DE 19711
  Wilmington, DE 19899


<PAGE>   2


     The Application as previously filed is hereby amended as follows:

     Changes to second paragraph of Item 1(e) Statement Pursuant to Rule 54:

     Rule 53 requires that the aggregate investment in EWGs and FUCOs not exceed
     50% of a system's consolidated retained earnings. Conectiv and its
     subsidiaries will not make any investments in EWGs and FUCOs that cause it
     to exceed that limitation, unless the Commission otherwise authorizes.
     Currently, Conectiv has one insignificant indirect interest in an EWG.
     DCTC-Burney, Inc., an indirect subsidiary of Conectiv, holds a 45% direct
     and indirect interest in Burney Forest Products, A Joint Venture, which is
     an EWG. DUE TO EARNINGS OF THE EWG THAT HAVE NOT BEEN DISTRIBUTED, THE NET
     BOOK INVESTMENT IN THE EWG IS $5.065 MILLION. HOWEVER, THERE HAS BEEN NO
     ADDITIONAL POST-MERGER INVESTMENT IN THIS EWG BY CONECTIV OR A SUBSIDIARY.

                                    SIGNATURE

         Pursuant to the requirements of the Public Utility Holding Company Act
     of 1935, the undersigned company has duly caused this statement to be
     signed on its behalf by the undersigned thereunto duly authorized.

                                         Atlantic City Electric Company


                                         By: /s/ Louis M. Walters
                                             --------------------
                                               Louis M. Walters
                                               Treasurer

                                         Dated:  April 26, 1999
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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