<PAGE>   1
   As filed with the Securities and Exchange Commission on April 14, 1998

                                                        Registration No. 333-
================================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                            --------------------
                                  Form S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                            --------------------
                                  CONECTIV
             (Exact name of registrant as specified in charter)

                            --------------------


         Delaware                                        51-0377417
  (State of Incorporation)                  (IRS Employer Identification No.)


                               800 King Street
                            Wilmington, DE  19899
                          Attn:  Barbara S. Graham
                               (302) 429-3448
                  (Address of principal executive offices)
                            --------------------


                    Conectiv Incentive Compensation Plan
                          (Full title of the plan)
                            --------------------


                              Barbara S. Graham
              Senior Vice President and Chief Financial Officer
                                  Conectiv
                               800 King Street
                            Wilmington, DE  19899
                               (302) 429-3448

             (Names, addresses and telephone numbers, including
                     area codes, of agents for service)
                            --------------------


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
   Title of Each Class of        Amount to be            Proposed Maximum           Proposed Maximum      Amount of Registration
      Securities to be            Registered           Offering Pricing Per   Aggregate Offering Price            Fee
         Registered                   (1)                    Share (2)                   (2)                      (2)
----------------------------------------------------------------------------------------------------------------------------------
  <S>                          <C>                           <C>                      <C>                      <C>
  Common Stock                 5,000,000 shares              $21.5625                 $107,812,500             $31,804.69
  ($.01 par value)
==================================================================================================================================
</TABLE>

1.   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Conectiv Incentive
     Compensation Plan.

2.   Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457; computed on the basis of the average of the reported
     high and low sales prices on the New York Stock Exchange Composite
     Transactions on April 7, 1998.



================================================================================
<PAGE>   2
PART I

         The documents containing the information specified in Part I will be
sent or given to each person eligible to participate in the Conectiv Incentive
Compensation Plan as specified by Rule 428(b) (1) under the Securities Act of
1933 (the "Securities Act").  In accordance with the instructions to Part I of
Form S-8, such documents will not be filed with the Commission under Part I of
this Registration Statement or any Prospectus filed pursuant to Rule 424 under
the Securities Act.

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Conectiv (the "Company") hereby undertakes to provide without charge to each
person, including any beneficial owner of shares of the Company to whom a copy
of this Prospectus has been delivered, upon the written or oral request of such
person, a copy (without exhibits, except those specifically incorporated by
reference) of any and all of the documents referred to below which have been or
may be incorporated in this Prospectus by reference.  Requests for such
documents should be directed to Corporate Secretary, Conectiv, 800 King Street,
Wilmington, DE  19899, (Tel.) 302-429-3114.

The following documents, previously filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), are hereby incorporated by reference:

 1.      The description of the Company's Common Stock contained in the Joint
         Proxy Statement of Delmarva Power & Light Company ("Delmarva") and
         Atlantic Energy, Inc. ("Atlantic Energy") / Prospectus of Conectiv,
         Inc. (Incorporated by reference to the filing on Form S-4 (File No.
         333-18843) dated December 26, 1996);
 2.      Delmarva Annual Report on Form 10-K for the year ended December 31,
         1997 (File No. 1-1405); and,
 3.      Combined Atlantic Energy (File No. 1-9760) and Atlantic City Electric
         Company ("Atlantic Electric") (File No. 1-3559) Annual Report on Form
         10-K for the year ended December 31, 1997.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering of the securities offered hereby, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such





<PAGE>   3
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

Item 4.  Description of Securities.

The description of the Company's Common Stock to be offered pursuant to this
Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.

Item 5.  Experts

The consolidated financial statements and related schedules incorporated by
reference in this registration statement from Delmarva's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, have been audited by Coopers
& Lybrand L.L.P., independent accountants, as indicated in their report with
respect thereto, and are incorporated herein in reliance upon such report,
given on the authority of that firm as experts in accounting and auditing.

The consolidated financial statements and related schedules incorporated by
reference in this registration statement from the combined Atlantic Energy and
Atlantic Electric Annual Report on Form 10-K for the fiscal year ended December
31, 1997, have been audited by Deloitte & Touche  LLP, independent auditors, as
stated in their reports which are incorporated herein by reference and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Peter F. Clark, General Counsel for the Company.

As of April 7, 1998, Mr. Clark, whose opinion is included herewith as Exhibit
5, held, in the form of stock and share equivalents in the Company's employee
benefit plans, 2,886 shares of the Company's Common Stock and had been granted
1,635 performance shares as to which full rights will not vest, if at all,
until a future date.  On such date, Mr. Clark's shares, including the
performance shares, had a fair market value of approximately $97,500





<PAGE>   4
Item 6.  Indemnification of Directors and Officers.

The Restated Certificate and Articles of Incorporation of the Company provides
that the Company shall indemnify, to the full extent that it shall have power
to do so under applicable law, each director and officer against all costs and
liabilities reasonably incurred by or imposed on such persons in connection
with any litigation in which such director or officer may be involved by reason
of being or having been a director or officer of the Company.  This provision
is not exclusive of other rights to which any director or officer may otherwise
be entitled.  Under applicable corporate law, the Company may, upon a
determination that such persons have met the applicable statutory standard of
conduct, indemnify directors, officers, employees and agents against expenses,
judgments, fines and settlement payments reasonably incurred.

Subject to certain exceptions, the directors and all corporate officers of the
Company are insured for not less than $75,000,000 because of any claim or
claims made against them, including claims arising under the Securities Act,
and caused by any negligent act, any error, any omission or any breach of duty
while acting in their capacities as such directors or officers, and the Company
is insured to the extent that it shall have indemnified the directors and
officers for such loss.  The premiums for such insurance are paid by the
Company.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See Exhibit Index.

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

1.  To file, during any period in which offers or sales are being made, a
    post-effective amendment to this registration statement:

    i.   To include any prospectus required by Section 10(a)(3) of the
         Securities Act;

    ii.  To reflect in the prospectus any facts or events arising after the
         effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement.  Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         a 20 percent change in the maximum aggregate offering





<PAGE>   5




         price set forth in the "Calculation of Registration Fee" table in the
         effective registration statement; (iii) To include any material
         information with respect to the plan of distribution not previously
         disclosed in the registration statement or any material change to such
         information in the registration statement; Provided, however, that
         paragraphs (1)(i) and (1)(ii) do not apply if the registration
         statement is on Form S-3, Form S-8 or Form F-3, and the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.


2.  That, for the purpose of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be the initial
    bona fide offering thereof.

3.  To remove from registration by means of a post-effective amendment any
    shares of Company Common Stock which remain unsold at the termination of
    this offering.

That, for purposes of determining liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.





<PAGE>   6
                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington , State of Delaware, on April 13, 1998.

CONECTIV

By:      /s/ B. S. Graham
         ----------------

Name:    B. S. Graham
Title:   Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
            SIGNATURE                               TITLE                                 DATE
            ---------                               -----                                 ----
 <S>                                     <C>                                          <C>
 /s/ H.E. COSGROVE                       Chairman of the Board, President,            April 13, 1998
 ------------------------------          Chief Executive Officer and Director
 (H. E. Cosgrove)                        (Principal Executive Officer)
                               
 /s/ B. S. GRAHAM                        Senior Vice President and                    April 13, 1998
 ------------------------------          Chief Financial Officer
 (B. S. Graham)                          (Principal Financial Officer)
                               
 /s/ J. P. LAVIN                         Controller                                   April 13, 1998
 ------------------------------          (Principal Accounting Officer)
 (J. P. Lavin)                 
                               
                               
                                         Director
 ------------------------------                  
 (M. G. Abercrombie)           
                               
                                         Director                                     /s/ B.S. Graham
 ------------------------------                                                       ---------------
 (R. F. Balotti)                                                                      B.S. Graham
                                                                                      Attorney-in-Fact
                                                                                      April 13, 1998
                                         Director
 ------------------------------                  
 (R. D. Burris)                
</TABLE>





<PAGE>   7





<TABLE>
 <S>                                      <C>                                         <C>
                                          Director
 ------------------------------                   
 (A. K. Doberstein)            
                               
                                          Director
 ------------------------------                   
 (M. B. Emery)                 
                               
                                          Director
 ------------------------------                   
 (S. I. Gore)                  
                               
                                          Director
 ------------------------------                   
 (C. Holley)                   
                               
                                          Director
 ------------------------------                                                       /s/ B.S. Graham 
                                                                                      ----------------
 (J. L. Jacobs)                                                                       B.S. Graham
                                                                                      Attorney-in-Fact
                                          Director                                    April 13, 1998
 ------------------------------                                                                      
 (K. MacDonnell)               
                               
                                          Director
 ------------------------------                   
 (R. B. McGlynn)               
                               
                                          Director
 ------------------------------                   
 (B. J. Morgan)                
                               
                                          Director
 ------------------------------                   
 (W. E. Nellius)               
                               
                                          Director
 ------------------------------                   
 (H. Raveche)
</TABLE>





<PAGE>   8
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                    DESCRIPTION OF EXHIBIT
------                    ----------------------
<S>              <C>
3(a)     ---     Restated Certificate of Incorporation of Conectiv (Incorporated by reference to the 
                 Company's filing on Form 8-K dated March 6, 1998)

3(b)     ---     Certificate of Merger of Atlantic Energy, Inc. into Conectiv, Inc. filed in the State 
                 of Delaware (Incorporated by reference to the Company's filing on Form 8-K 
                 dated March 6, 1998)

3(c)     ---     Section 102(a) certificate to change name from Conectiv, Inc. to Conectiv filed in 
                 the State of Delaware (Incorporated by reference to the Company's filing on Form 8-K 
                 dated March 6, 1998)

3(d)     ---     Certificate of Merger of Atlantic Energy, Inc. into Conectiv, Inc. filed in the State 
                 of New Jersey (Incorporated by reference to the Company's filing on Form 8-K 
                 dated March 6, 1998)

3(e)     ---     Certificate of Merger of DS Sub, Inc. into Delmarva Power & Light Company 
                 filed in the State of Delaware (Incorporated by reference to the Company's filing 
                 on Form 8-K dated March 6, 1998)

3(f)     ---     By-Laws of Conectiv (Incorporated by reference to the Company's filing on Form 
                 8-K dated March 6, 1998)

4        ---     Conectiv Incentive Compensation Plan (Incorporated by reference to Exhibit
                 99(e) of the filing on Form S-4 (File No. 333-18843) dated December 26, 1996)

5        ---     Opinion of Peter F. Clark, Esq., with respect to the securities being registered 
                 hereunder

23(a)    ---     Consent of Peter F. Clark, Esq. (included in Exhibit 5)

23(b)    ---     Consent of Coopers & Lybrand, L.L.P., independent accountants

23(c)    ---     Consent of Deloitte & Touche LLP, independent auditors

24       ---     Powers of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, CONECTIV", "secsgml_size_bytes": 20947}]
{"company-data": {"conformed-name": "CONECTIV INC", "cik": "0001029590", "assigned-sic": "4931", "irs-number": "510377417", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50063", "film-number": "98593347"}, "business-address": {"street1": "800 KING STREET P O BOX 231", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3024293703"}, "mail-address": {"street1": "800 KING ST", "street2": "P O BOX 231", "city": "WILMINGTON", "state": "DE", "zip": "19801"}}
1
   As filed with the Securities and Exchange Commission on April 14, 1998

                                                        Registration No. 333-
================================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                            --------------------
                                  Form S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                            --------------------
                                  CONECTIV
             (Exact name of registrant as specified in charter)

                            --------------------

         Delaware                                        51-0377417
  (State of Incorporation)                  (IRS Employer Identification No.)

                               800 King Street
                            Wilmington, DE  19899
                          Attn:  Barbara S. Graham
                               (302) 429-3448
                  (Address of principal executive offices)
                            --------------------

                    Conectiv Incentive Compensation Plan
                          (Full title of the plan)
                            --------------------

                              Barbara S. Graham
              Senior Vice President and Chief Financial Officer
                                  Conectiv
                               800 King Street
                            Wilmington, DE  19899
                               (302) 429-3448

             (Names, addresses and telephone numbers, including
                     area codes, of agents for service)
                            --------------------

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================================
   Title of Each Class of        Amount to be            Proposed Maximum           Proposed Maximum      Amount of Registration
      Securities to be            Registered           Offering Pricing Per   Aggregate Offering Price            Fee
         Registered                   (1)                    Share (2)                   (2)                      (2)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock                 5,000,000 shares              $21.5625                 $107,812,500             $31,804.69
  ($.01 par value)
==================================================================================================================================
1.   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the Conectiv Incentive
     Compensation Plan.

2.   Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457; computed on the basis of the average of the reported
     high and low sales prices on the New York Stock Exchange Composite
     Transactions on April 7, 1998.

================================================================================
2
PART I

         The documents containing the information specified in Part I will be
sent or given to each person eligible to participate in the Conectiv Incentive
Compensation Plan as specified by Rule 428(b) (1) under the Securities Act of
1933 (the "Securities Act").  In accordance with the instructions to Part I of
Form S-8, such documents will not be filed with the Commission under Part I of
this Registration Statement or any Prospectus filed pursuant to Rule 424 under
the Securities Act.

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Conectiv (the "Company") hereby undertakes to provide without charge to each
person, including any beneficial owner of shares of the Company to whom a copy
of this Prospectus has been delivered, upon the written or oral request of such
person, a copy (without exhibits, except those specifically incorporated by
reference) of any and all of the documents referred to below which have been or
may be incorporated in this Prospectus by reference.  Requests for such
documents should be directed to Corporate Secretary, Conectiv, 800 King Street,
Wilmington, DE  19899, (Tel.) 302-429-3114.

The following documents, previously filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), are hereby incorporated by reference:

 1.      The description of the Company's Common Stock contained in the Joint
         Proxy Statement of Delmarva Power & Light Company ("Delmarva") and
         Atlantic Energy, Inc. ("Atlantic Energy") / Prospectus of Conectiv,
         Inc. (Incorporated by reference to the filing on Form S-4 (File No.
         333-18843) dated December 26, 1996);
 2.      Delmarva Annual Report on Form 10-K for the year ended December 31,
         1997 (File No. 1-1405); and,
 3.      Combined Atlantic Energy (File No. 1-9760) and Atlantic City Electric
         Company ("Atlantic Electric") (File No. 1-3559) Annual Report on Form
         10-K for the year ended December 31, 1997.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering of the securities offered hereby, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such
3
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

Item 4.  Description of Securities.

The description of the Company's Common Stock to be offered pursuant to this
Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.

Item 5.  Experts

The consolidated financial statements and related schedules incorporated by
reference in this registration statement from Delmarva's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, have been audited by Coopers
& Lybrand L.L.P., independent accountants, as indicated in their report with
respect thereto, and are incorporated herein in reliance upon such report,
given on the authority of that firm as experts in accounting and auditing.

The consolidated financial statements and related schedules incorporated by
reference in this registration statement from the combined Atlantic Energy and
Atlantic Electric Annual Report on Form 10-K for the fiscal year ended December
31, 1997, have been audited by Deloitte & Touche  LLP, independent auditors, as
stated in their reports which are incorporated herein by reference and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Peter F. Clark, General Counsel for the Company.

As of April 7, 1998, Mr. Clark, whose opinion is included herewith as Exhibit
5, held, in the form of stock and share equivalents in the Company's employee
benefit plans, 2,886 shares of the Company's Common Stock and had been granted
1,635 performance shares as to which full rights will not vest, if at all,
until a future date.  On such date, Mr. Clark's shares, including the
performance shares, had a fair market value of approximately $97,500
4
Item 6.  Indemnification of Directors and Officers.

The Restated Certificate and Articles of Incorporation of the Company provides
that the Company shall indemnify, to the full extent that it shall have power
to do so under applicable law, each director and officer against all costs and
liabilities reasonably incurred by or imposed on such persons in connection
with any litigation in which such director or officer may be involved by reason
of being or having been a director or officer of the Company.  This provision
is not exclusive of other rights to which any director or officer may otherwise
be entitled.  Under applicable corporate law, the Company may, upon a
determination that such persons have met the applicable statutory standard of
conduct, indemnify directors, officers, employees and agents against expenses,
judgments, fines and settlement payments reasonably incurred.

Subject to certain exceptions, the directors and all corporate officers of the
Company are insured for not less than $75,000,000 because of any claim or
claims made against them, including claims arising under the Securities Act,
and caused by any negligent act, any error, any omission or any breach of duty
while acting in their capacities as such directors or officers, and the Company
is insured to the extent that it shall have indemnified the directors and
officers for such loss.  The premiums for such insurance are paid by the
Company.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See Exhibit Index.

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

1.  To file, during any period in which offers or sales are being made, a
    post-effective amendment to this registration statement:

    i.   To include any prospectus required by Section 10(a)(3) of the
         Securities Act;

    ii.  To reflect in the prospectus any facts or events arising after the
         effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement.  Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         a 20 percent change in the maximum aggregate offering
5

         price set forth in the "Calculation of Registration Fee" table in the
         effective registration statement; (iii) To include any material
         information with respect to the plan of distribution not previously
         disclosed in the registration statement or any material change to such
         information in the registration statement; Provided, however, that
         paragraphs (1)(i) and (1)(ii) do not apply if the registration
         statement is on Form S-3, Form S-8 or Form F-3, and the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

2.  That, for the purpose of determining any liability under the Securities
    Act, each such post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be the initial
    bona fide offering thereof.

3.  To remove from registration by means of a post-effective amendment any
    shares of Company Common Stock which remain unsold at the termination of
    this offering.

That, for purposes of determining liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington , State of Delaware, on April 13, 1998.

CONECTIV

By:      /s/ B. S. Graham
         ----------------

Name:    B. S. Graham
Title:   Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                               TITLE                                 DATE
            ---------                               -----                                 ----
/s/ H.E. COSGROVE                       Chairman of the Board, President,            April 13, 1998
 ------------------------------          Chief Executive Officer and Director
 (H. E. Cosgrove)                        (Principal Executive Officer)
                               
 /s/ B. S. GRAHAM                        Senior Vice President and                    April 13, 1998
 ------------------------------          Chief Financial Officer
 (B. S. Graham)                          (Principal Financial Officer)
                               
 /s/ J. P. LAVIN                         Controller                                   April 13, 1998
 ------------------------------          (Principal Accounting Officer)
 (J. P. Lavin)                 
                               
                               
                                         Director
 ------------------------------                  
 (M. G. Abercrombie)           
                               
                                         Director                                     /s/ B.S. Graham
 ------------------------------                                                       ---------------
 (R. F. Balotti)                                                                      B.S. Graham
                                                                                      Attorney-in-Fact
                                                                                      April 13, 1998
                                         Director
 ------------------------------                  
 (R. D. Burris)
7
Director
 ------------------------------                   
 (A. K. Doberstein)            
                               
                                          Director
 ------------------------------                   
 (M. B. Emery)                 
                               
                                          Director
 ------------------------------                   
 (S. I. Gore)                  
                               
                                          Director
 ------------------------------                   
 (C. Holley)                   
                               
                                          Director
 ------------------------------                                                       /s/ B.S. Graham 
                                                                                      ----------------
 (J. L. Jacobs)                                                                       B.S. Graham
                                                                                      Attorney-in-Fact
                                          Director                                    April 13, 1998
 ------------------------------                                                                      
 (K. MacDonnell)               
                               
                                          Director
 ------------------------------                   
 (R. B. McGlynn)               
                               
                                          Director
 ------------------------------                   
 (B. J. Morgan)                
                               
                                          Director
 ------------------------------                   
 (W. E. Nellius)               
                               
                                          Director
 ------------------------------                   
 (H. Raveche)
8
EXHIBIT INDEX
EXHIBIT
NUMBER                    DESCRIPTION OF EXHIBIT
------                    ----------------------
3(a)     ---     Restated Certificate of Incorporation of Conectiv (Incorporated by reference to the 
                 Company's filing on Form 8-K dated March 6, 1998)

3(b)     ---     Certificate of Merger of Atlantic Energy, Inc. into Conectiv, Inc. filed in the State 
                 of Delaware (Incorporated by reference to the Company's filing on Form 8-K 
                 dated March 6, 1998)

3(c)     ---     Section 102(a) certificate to change name from Conectiv, Inc. to Conectiv filed in 
                 the State of Delaware (Incorporated by reference to the Company's filing on Form 8-K 
                 dated March 6, 1998)

3(d)     ---     Certificate of Merger of Atlantic Energy, Inc. into Conectiv, Inc. filed in the State 
                 of New Jersey (Incorporated by reference to the Company's filing on Form 8-K 
                 dated March 6, 1998)

3(e)     ---     Certificate of Merger of DS Sub, Inc. into Delmarva Power & Light Company 
                 filed in the State of Delaware (Incorporated by reference to the Company's filing 
                 on Form 8-K dated March 6, 1998)

3(f)     ---     By-Laws of Conectiv (Incorporated by reference to the Company's filing on Form 
                 8-K dated March 6, 1998)

4        ---     Conectiv Incentive Compensation Plan (Incorporated by reference to Exhibit
                 99(e) of the filing on Form S-4 (File No. 333-18843) dated December 26, 1996)

5        ---     Opinion of Peter F. Clark, Esq., with respect to the securities being registered 
                 hereunder

23(a)    ---     Consent of Peter F. Clark, Esq. (included in Exhibit 5)

23(b)    ---     Consent of Coopers & Lybrand, L.L.P., independent accountants

23(c)    ---     Consent of Deloitte & Touche LLP, independent auditors

24       ---     Powers of Attorney