35-CERT

  1
                        Filed with the Securities and Exchange
                                 Commission on August 2, 1999

              SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C. 20549




In the Matter of
                                           INTERIM CERTIFICATE


Conectiv and Atlantic City
Electric Company
                                                       OF


File No. 70-9485
                                               NOTIFICATION

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





This Certificate of Notification pursuant to Rule 24 (18 C.F.R.
s 250.24) 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. 70-9485) as amended by
Amendment No. 1 filed an application requesting authority under
Section 9(a)(1) and 10, of the Act seeking authority to purchase
 a combustion turbine generating unit (Unit) previously held under
 a twenty-five year lease.   An order (the "Order") was issued by
the Securities and Exchange Commission ("Commission") with respect
 to the proposed transaction on June 29, 1999 and a corrected order
 was issued on July 9, 1999 correcting a typographical error.

     The following transaction for which authorization was requested
in the Application/Declaration has been completed:

     On July 2, 1999, pursuant to the Order dated ACE purchased
the 66,150 kilowatt combustion turbine generating unit located in
the Township of East Greenwich, Gloucester County, New Jersey for $8,300,000.

     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.

   2

                                  SIGNATURE

	Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this document to be signed on their behalf by the undersigned thereunto duly
authorized.



                                    Conectiv

DATE:	August 2, 1999            /s/ Philip S. Reese
                                    Philip S. Reese
                                    Vice President & Treasurer








                                Atlantic City Electric Company
DATE:	August 2, 1999           /s/ Philip S. Reese
                                   Philip S. Reese
                                   Vice President & Treasurer




  3
EXHIBIT INDEX

F-1  	Opinion of Randall Griffin, Esq.

EX-1

Randall V. Griffin
Senior Counsel
800 King Street
Wilmington, DE 19801


July 20, 1999


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


Dear Sirs:

     I have acted as counsel for Atlantic City Electric Company
("ACE"), a New Jersey electric utility that is a subsidiary of
Conectiv, a Delaware Corporation ("Conectiv"), in connection with
the Application on Form U-1 filed under the Public Utility Holding
Company Act of 1935, as amended (hereinafter referred to as the "Act")
as amended by Amendment No. 1 thereto dated April 26, 1999 (the
Application as amended is hereinafter referred to as the "Application"),
seeking authorization to purchase a combustion turbine units
previously held under a twenty-five year lease (the "Proposed
Transaction").

     In connection with this opinion, I have examined the
order of the Commission dated June 29, 1999 and the corrected
order dated July 9, 1999, correcting a typographical error,
permitting the Application to become effective (Release No.
35-27043 and Release No. 35-27043A, respectively (hereinafter
the "Order")) and the Certificate executed by officers of ACE
to be filed pursuant to Rule 24 promulgated under the Act.  I
have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such 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 the originals of such copies.

     Based on the foregoing, I am of the opinion that:

1. All state laws applicable to the Proposed Transaction
   have been complied with;
     2. ACE has legally acquired the combustion unit;
     3. The consummation of the Proposed Transaction did not
        violate the legal rights of the holders of any
        securities issued by ACE or any associate company
        thereof; and
     4. The Proposed Transaction was carried out in
        accordance with the Application and the Order.

     I hereby consent to the filing of this opinion with the
certificate pursuant to Rule 24 to be filed by ACE.



                                        Very truly yours,



                                      /s/Randall V. Griffin
                                         Randall V. Griffin