SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OF 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)         June 22, 2001
                                                  ----------------------------


                       Delmarva Power & Light Company
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               Exact Name of Registrant Specified in Charter


  Delaware and Virginia                 1-1405                  51-0084283
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(State or Other Jurisdiction       (Commission               (IRS Employer
       of Incorporation)            File Number)          Identification No.)


 800 King Street, P.O. Box 231, Wilmington, Delaware                19899
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(Address of Principal Executive Offices)                         (Zip Code)


Registrant's telephone number, including area code  (302) 429-3018
                                                   ----------------------------


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       (Former Name or Former Address, if Changed Since Last Report)



Item 2.  Acquisition or Disposition of Assets.

         As previously reported in Note 11 to the Consolidated Financial
         Statements included in Item 8 of Part II of Delmarva Power & Light
         Company's ("DPL") 2000 Annual Report on Form 10-K, DPL and
         Atlantic City Electric Company ("ACE") entered into agreements
         with NRG Energy, Inc. ("NRG") for the sale of their respective
         interests in non-strategic baseload fossil fuel-fired electric
         generating plants in January 2000. Pursuant to these agreements,
         on June 22, 2001, DPL completed the sale of its interests in
         Indian River Station, a wholly owned 784 megawatt ("MW") coal- and
         oil- fired generating plant located in Sussex County, Delaware,
         and Vienna Station, a wholly owned 170 MW oil-fired generating
         plant located in Vienna, Maryland.

         As a result of these sales, DPL received approximately $518
         million in cash consideration, subject to final adjustment based
         on the value of fuel and material inventories at the closing and
         certain capital expenditures. The amount of the consideration
         received was determined as the result of arm's- length
         negotiations between DPL and NRG. The interests of DPL in the
         generating plants sold on June 22, 2001 had a net book value of
         approximately $254 million as of March 31, 2001. DPL expects to
         recognize an after-tax gain of approximately $125 - $130 million
         in its earnings for the second quarter of 2001 as a result of
         these sales. Proceeds of these sales are expected to be used to
         repay debt and to repurchase preferred stock and other securities.
         Additionally, a portion of such proceeds may be paid as a dividend
         to Conectiv, or loaned to Conectiv's pool of funds that Conectiv
         subsidiaries borrow from or invest in depending on their cash
         position.

         To facilitate completion of these sales, DPL agreed to alter its
         agreements with NRG and NRG Power Marketing, Inc., an affiliate of
         NRG ("NRG Power"), effective June 22, 2001, as follows:

         o        DPL entered into amendments to its sales agreements with
                  NRG to provide for the sale by DPL and Conectiv's
                  subsidiary, Conectiv Delmarva Generation, Inc. (successor
                  by assignment to DPL's interests), of their respective
                  interests in Indian River Station, Vienna Station,
                  Conemaugh Station and Keystone Station separate from the
                  sale by ACE of its interests in certain electric
                  generating assets; and

         o        The agreement between DPL and NRG Power for DPL to
                  purchase 500 megawatt-hours ("MWh") of firm electricity
                  per hour from NRG, beginning on June 22, 2001 and ending
                  December 31, 2005, was not changed; however, DPL entered
                  into additional agreements, beginning on June 22, 2001,
                  to purchase from NRG Power up to 350 MWh of firm electric
                  energy per hour and up to 750 MW of capacity through
                  August 31, 2001 and up to 300 MW of capacity through
                  September 30, 2001.

         The description of the transactions set forth herein is qualified
         in its entirety by reference to the sales agreements between DPL
         and NRG, including the respective amendments thereto, copies of
         which are filed as exhibits to this report and incorporated by
         reference herein.

         On June 25, 2001, Conectiv issued a press release relating to such
         transactions, a copy of which is filed as an exhibit to this
         report and is incorporated by reference herein.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable.

(b)      The pro forma financial information required pursuant to Article
         11 of Regulation S-K is furnished and filed as Exhibit 99.2 to
         this report and is incorporated by reference herein.

(c)      Exhibits.

2.1      Purchase and Sale Agreement by and between Delmarva Power & Light
         Company and NRG Energy, Inc., dated as of January 18, 2000 (wholly
         owned electric generating plants) (Incorporated by reference to
         Exhibit 10-A to Delmarva Power & Light Company's Annual Report on
         Form 10-K for the fiscal year ended December 31, 2000).

2.2      Purchase and Sale Agreement by and between Delmarva Power & Light
         Company and NRG Energy, Inc., dated as of January 18, 2000
         (jointly owned electric generating plants) (Incorporated by
         reference to Exhibit 10-B to Delmarva Power & Light Company's
         Annual Report on Form 10-K for the fiscal year ended December 31,
         2000).

2.3      Amendment to the Purchase and Sale Agreement by and between Delmarva
         Power & Light Company and NRG Energy, Inc., dated as of June 22, 2001
         (wholly owned electric generating plants) (Filed herewith).

2.4      Amendment to the Purchase and Sale Agreement by and between Delmarva
         Power & Light Company and NRG Energy, Inc., dated as of June 22, 2001
         (jointly owned electric generating plants) (Filed herewith).

99.1     Press release issued by Conectiv dated June 25, 2001 (Filed herewith).

99.2     Delmarva Power & Light Company Unaudited Consolidated Pro Forma
         Financial Statements - Generation Asset Sale and Transfer (Filed
         herewith).


                                 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.

                       DELMARVA POWER & LIGHT COMPANY


                       By:  /s/ John C. Van Roden
                          -------------------------------------
                             John C. Van Roden
                             Senior Vice President and
                                Chief Financial Officer



June 28, 2001


                                                                  EXHIBIT 2.3


                                                 DP&L WHOLLY OWNED AGREEMENT



                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       DELMARVA POWER & LIGHT COMPANY
                                    AND
                              NRG ENERGY, INC.


                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Delmarva Power & Light Company, a Delaware and
Virginia corporation ("DP&L" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the DP&L Related Purchase Agreement and the ACE Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, and the DP&L
Related Purchase Agreement and the ACE Related Purchase Agreements as set
forth in the respective amendments to such agreements, which are being
entered into simultaneously with this Amendment, to, among other things,
extend the termination date of the Agreement, the DP&L Related Purchase
Agreement and the ACE Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:

                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1  Certain Definitions.

                           (a)  Section 1.1(4) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "'Additional Agreements' means the Interconnection Agreement, the
         DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation, the DP&L 350 MWh Power Purchase Confirmation, the
         Transition Services Agreement, the Access Agreement, the Indian
         River Station Access Agreement, the Limited Warranty Deeds, the
         Assignment and Assumption Agreement and the Bill of Sale."

                           (b) Section 1.1 of the Agreement is hereby
amended to include the following additional provisions:

         (153) "DP&L Master Power Purchase Agreement" means the Master
         Power Purchase Agreement between DP&L and NRG Power Marketing
         Inc., dated April 11, 2001, as amended and restated through the
         date hereof, and attached as Exhibit K to the Agreement.

         (154) "DP&L 500 MWh Power Purchase Confirmation" means the
         transaction confirmation letter, dated April 11, 2001, as amended
         and restated through the date hereof, issued by DP&L to NRG Power
         Marketing Inc. under the DP&L Master Power Purchase Agreement,
         relating to the purchase of 500MWh of firm electric energy, and
         attached as Exhibit L to the Agreement.

         (155) "DP&L Capacity Power Purchase Confirmation" means the
         transaction confirmation letter, dated June 22, 2001, issued by
         DP&L to NRG Power Marketing Inc. under the DP&L Master Power
         Purchase Agreement, relating to the purchase of 750MW of firm
         electric PJM capacity credits from the Closing Date through August
         31, 2001 and the purchase of 300 MW of firm electric PJM capacity
         credits from September 1, 2001 through September 30, 2001, and
         attached as Exhibit M to the Agreement.

         (156) "DP&L 350 MWh Power Purchase Confirmation" means the
         transaction confirmation letter, dated June 22, 2001, issued by
         DP&L to NRG Power Marketing Inc. under the DP&L Master Power
         Purchase Agreement, relating to the purchase of 350MWh of firm
         electric energy, and attached as Exhibit N to the Agreement.

         (157) "Indian River Station Access Agreement" means the access
         agreement between Seller and Buyer relating to the Indian River
         Station to be entered into at the Closing, and attached as Exhibit
         O to the Agreement.

                  Section 1.2   Deliveries by Seller.

                           (a) Section 3.6(e) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation and the DP&L 350 MWh Power Purchase Confirmation, in
         each case, duly executed by Seller;"

                           (b) Section 3.6(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The Access Agreement and the Indian River Access Agreement, in
         each case, duly executed by Seller;"

                  Section 1.3  Deliveries by Buyer.

                           (a) Section 3.7(d) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation and the DP&L 350 MWh Power Purchase Confirmation, in
         each case, duly executed by NRG Power Marketing Inc.;"

                           (b) Section 3.7(f) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The Access Agreement and the Indian River Access Agreement, in
         each case, duly executed by Buyer;"

                  Section 1.4 Relationship of the Agreement and the Related
Purchase Agreements. Section 3.9 of the Agreement is hereby amended and
restated in its entirety to read as follows:

         "The transactions contemplated by this Agreement, together with
         the transactions contemplated by the DP&L Related Purchase
         Agreement, are intended by the Parties to be consummated
         substantially simultaneously; and if any of the transactions
         contemplated hereby or by the DP&L Related Purchase Agreement are
         not consummated simultaneously on the Closing Date in accordance
         with the terms and subject to the conditions set forth herein and
         in the DP&L Related Purchase Agreement, as applicable, then each
         Party shall take, or cause to be taken, all actions, and do, or
         cause to be done, all things, in each case, that are necessary to
         dissolve and invalidate all transactions contemplated hereby and
         thereby; provided, however, that if the failure to consummate the
         transactions contemplated hereby or thereby results from a default
         or breach of a Party under this Agreement or under the DP&L
         Related Purchase Agreement, then nothing in the foregoing shall
         preclude or limit the rights or remedies of any Party in
         connection with such default or breach."

                  Section 1.5  Employees.

                           (a) Section 6.8(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "(g) As soon as practicable, and in any event within ninety (90)
         days after the Closing Date, Buyer shall establish or make
         available to Transferred Union Employees a defined contribution
         pension plan (or plans) and trust (or trusts) intended to qualify
         under Sections 401(a) and 501(a) of the Code (such plan or plans
         referred to as "Buyer's Savings Plan") in which all Transferred
         Union Employees shall be eligible to participate as of the later
         of the Closing Date or the Buyer's Savings Plan's effective date.
         Buyer's Savings Plan shall provide for deferral options and
         employer matching contributions with respect to the Transferred
         Union Employees who are participants in the Conectiv Savings &
         Investment Plan and the Atlantic City Electric Co. Savings Plan B
         (collectively, "Seller's Savings Plans") as of the Closing Date
         (such employees, the "Transferred Savings Employees") that are no
         less favorable than those provided as of immediately prior to the
         Closing Date to the Transferred Savings Employees under the
         Seller's Savings Plans. Buyer shall provide a make-whole payment
         outside of Buyer's Savings Plan to reflect lost matching
         contributions on account of any delay in enrollment to any
         Transferred Employee who enrolls in Buyer's Savings Plan within
         the first thirty (30) days after the Closing. Contributions to the
         Seller's Savings Plans with respect to the Transferred Savings
         Employees shall cease effective as of the Closing Date, subject to
         Section 6.8(m). Each Transferred Savings Employee shall be
         afforded the option of transferring his or her account balance
         into the Buyer's Savings Plan; provided, however, that if Seller
         is able to obtain a favorable ruling from the Internal Revenue
         Service to the effect that the consummation of the transactions
         contemplated hereby shall constitute a sale of substantially all
         of the assets used in a trade or business within the meaning of
         Section 401(k)(10) of the Code, each Transferred Savings Employee
         shall be afforded the option of rolling over his or her account
         balance into the Buyer's Savings Plan. Such transfers or rollovers
         shall satisfy the requirements of Section 414(l) of the Code and
         Section 208 of ERISA and shall be in the form of cash or other
         property, as Seller and Buyer shall mutually agree prior to such
         transfer or rollover. Each Transferred Savings Employee shall be
         treated as a terminated employee, and shall be afforded the
         opportunity to receive a distribution from Seller's Savings Plans,
         to elect a direct rollover of such distribution into Buyer's
         Savings Plan, or to leave his or her account balance in Seller's
         Savings Plans (if such balance exceeds $5,000). Any such rollovers
         shall satisfy the requirements of Section 208 of ERISA and shall
         be in the form of cash or other property, as Seller and Buyer
         shall mutually agree prior to such rollover. Prior to such
         rollover, Buyer will provide Seller with such documents and other
         information as Seller shall reasonably request to assure itself
         that Buyer's Savings Plan and the trust or trusts established
         pursuant thereto contain participant loan provisions and
         procedures necessary to effect the orderly transfer of participant
         loan balances associated with the rollover. Notwithstanding
         anything in this Section 6.8(f) to the contrary, no such rollover
         shall take place unless and until Seller has received written
         evidence of the adoption of Buyer's Savings Plan and the trust (or
         trusts) thereunder by Buyer and either (A) a copy of a favorable
         determination letter issued by the Internal Revenue Service and
         satisfactory to Seller's counsel with respect to Buyer's Savings
         Plan or (B) an opinion, satisfactory to Seller's counsel, of
         Buyer's counsel to the effect that the terms of Buyer's Savings
         Plan and its related trust or trusts qualify under Sections 401(a)
         and 501(a) of the Code. Buyer and Seller shall provide each other
         with such records and information as may be necessary or
         appropriate to carry out their obligations under this Section
         6.8(f) for the purposes of administration of Buyer's Savings Plan,
         and they shall cooperate in the filing of documents required by
         the transactions described herein."

                           (b)   Section 6.8 of the Agreement is hereby amended
to include the following additional provisions:

         "(l) Within sixty (60) days after the Closing, Seller shall (a)
         provide Buyer with a written statement setting forth the number of
         unused hours of vacation, accrued vacation, carryover vacation,
         perfect attendance holidays and floating holidays accrued during
         the period commencing on January 1 of the year during which the
         Closing occurs and ending on the day immediately preceding the
         Closing Date ("Accrued and Unused Vacation") for Transferred
         Non-Union Employees and (b) transfer funds to Buyer in an amount
         sufficient to pay for Accrued and Unused Vacation, such amount to
         be based on the wages and salaries of Transferred Non-Union
         Employees in effect on the day immediately preceding the Closing
         Date; provided that, upon receipt of notice from Seller, Buyer
         shall promptly reimburse Seller for any and all payments in
         respect of Accrued and Unused Vacation made by Seller to
         Transferred Non-Union Employees after the Closing, whether as the
         result of any suit, action or proceeding, or otherwise. From and
         after the Closing, Buyer shall recognize the right of Transferred
         Employees to Accrued and Unused Vacation during the remainder of
         the year during which the Closing occurs and, with respect to
         Transferred Union Employees, in accordance with the applicable
         IBEW Collective Bargaining Agreement and applicable Law.

         (m) In the event that the Closing Date occurs on any day other
         than the day immediately following the day on which any regular
         pay period of Seller relating to any Transferred Employees ends,
         then, notwithstanding Buyer's obligations hereunder, in order to
         accommodate Buyer's request, Seller shall, in respect of such
         period, (i) pay to such Transferred Employees the salary or wages
         to which such Transferred Employees are entitled, (ii) pay to the
         applicable Governmental Authorities all required amounts in
         respect of payroll and similar withholding Taxes relating to such
         salaries and wages, and (iii) make any regular deposits or
         contributions, including deposits or contributions of matching
         funds to Seller's Benefit Plans on behalf of such Transferred
         Employees. Buyer shall, within 30 days after the Closing,
         reimburse Seller for all amounts in respect of such salaries,
         wages, Taxes, deposits and contributions to the extent relating to
         the period from and after the Closing Date."

                  Section 1.6  Environmental Matters.  The final sentence of
Section 6.12(d) of the Agreement is hereby amended and restated in its entirety
to read as follows:

         "Furthermore, notwithstanding anything to the contrary herein,
         Seller shall have no obligation to indemnify Buyer for any
         penalties or fines or other costs or expenses related to Buyer's
         failure to comply with the legal requirements of Title IV of the
         Clean Air Act or the NOx Budget Program of Delaware and Maryland."

                  Section 1.7 Reimbursement of Certain Metering Expenses.
Section 6.14 of the Agreement is hereby amended and restated in its
entirety to read as follows:

         "From and after the Closing, Buyer shall (a) reimburse Seller for
         reasonable amounts expended by Seller on or prior to June 30, 2002
         in connection with the installation, renovation or improvement of
         revenue quality meters and related equipment up to an aggregate
         amount of $1,500,000; and (b) cooperate with Seller as fully as
         reasonably possible in order to facilitate Seller's installation,
         renovation or improvement of revenue quality meters and related
         equipment to the extent that such installation, renovation or
         improvement requires that Seller gain access to the Real Property
         after the Closing Date. From the Closing Date through the date on
         which the installation, renovation or improvement of revenue
         quality meters is completed, the interim metering methodology set
         forth on Exhibit P to this Agreement shall be used to compensate
         DP&L for station loads and losses occurring from the Closing Date
         through such date."

                  Section 1.8   Certain Closing Conditions.

                           (a)   Section 7.1(o) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Buyer); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                           (b)  Section 7.2(h) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Seller); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                  Section 1.9  Certain Termination Provisions.  Section 9.1(b)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

         "This Agreement may be terminated by Seller, on the one hand, or
         Buyer, on the other hand, upon written notice to the other Party,
         (i) at any time prior to the Closing if any court of competent
         jurisdiction shall have issued an order, judgment or decree
         permanently restraining, enjoining or otherwise prohibiting the
         Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement,
         the DP&L Related Purchase Agreement or any Additional Agreement;
         or (iii) at any time after October 31, 2001, if the Closing shall
         not have occurred on or before such date; provided, however, that
         the right to terminate this Agreement under this Section
         9.1(b)(iii) shall not be available to any Party whose breach of
         this Agreement has caused, or resulted in, the failure of the
         Closing to occur on or before such date."

                  Section 1.10 Certain Exhibits. The Agreement is hereby
amended to delete Exhibit G in its entirety and any and all references
thereto in the Agreement.


                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1 Release and Waiver of Claims Against Seller
Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2  Release and Waiver of Claims Against Buyer
Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.7 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.

                  Section 2.4 Closing. Pursuant to Section 3.1 of the
Agreement, the Parties hereby agree that, notwithstanding any provision of
the Agreement to the contrary, the Parties intend that the Closing shall
occur on June 22, 2001, subject to the satisfaction or waiver of the
conditions precedent to the Closing set forth therein, as amended hereby.


                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3  Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                  Section 3.4 Assignment. This Amendment shall be binding
upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of
the transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as amended,
supplemented or otherwise modified by this Amendment, the Agreement shall
remain in full force and effect, and the valid and binding obligation of
each Party. The Agreement, as amended hereby, (including the Schedules and
Exhibits thereto), together with the Confidentiality Agreement, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, embody the entire agreement and understanding of
the Parties hereto and thereto in respect of the transactions contemplated
by the Agreement, as amended hereby, the Additional Agreements, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, and supersedes all prior agreements and
understandings between or among the Parties with respect to the
transactions contemplated hereby or thereby.



                          [Signature Page Follows]



                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    DELMARVA POWER & LIGHT COMPANY


                                    By:  /s/ Philip S. Reese
                                       --------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer


                                    NRG ENERGY, INC.


                                    By:  /s/ David H. Peterson
                                       --------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO















                                                 (DP&L WHOLLY OWNED STATIONS)

                                                                EXHIBIT 2.4




                                                  DP&L JOINTLY OWNED AGREEMENT



                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       DELMARVA POWER & LIGHT COMPANY
                                    AND
                              NRG ENERGY, INC.


                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Delmarva Power & Light Company, a Delaware and
Virginia corporation ("DP&L" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the DP&L Related Purchase Agreement and the ACE Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, and the DP&L
Related Purchase Agreement and the ACE Related Purchase Agreements as set
forth in the respective amendments to such agreements, which are being
entered into simultaneously with this Amendment, to, among other things,
extend the termination date of the Agreement, the DP&L Related Purchase
Agreement and the ACE Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:


                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1 Certain Definitions.

                           (a)  Section 1.1(3) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "'Additional Agreements' means the Like-Kind Exchange
         Acknowledgment, the Limited Warranty Deeds, the Assignment and
         Assumption Agreement and the Bill of Sale."

                           (b) Section 1.1 of the Agreement is hereby
amended to include the following additional provision:

         (153)    "Like-Kind Exchange Acknowledgment" means the like-kind
         exchange acknowledgment among Buyer, Conectiv Delmarva Generation,
         Inc. ("CDG") and 1031 Corp., Inc. ("1031 Corp") to be entered into
         at the Closing and attached as Exhibit G to the Agreement.

                  Section 1.2 Deliveries by Seller. Section 3.6(c) of the
Agreement is hereby amended and restated in its entirety to read as
follows:

         "The Assignment and Assumption Agreements, duly executed by
         Seller; and the Like-Kind Exchange Acknowledgment, duly executed
         by CDG and 1031 Corp;"

                  Section 1.3 Deliveries by Buyer. Section 3.7(b) of the
Agreement is hereby amended and restated in its entirety to read as
follows:

         "The Assignment and Assumption Agreements and the Like-Kind
         Exchange Acknowledgment, in each case, duly executed by Buyer;"

                  Section 1.4 Relationship of the Agreement and the Related
Purchase Agreements. Section 3.9 of the Agreement is hereby amended and
restated in its entirety to read as follows:

         "The transactions contemplated by this Agreement, together with
         the transactions contemplated by the DP&L Related Purchase
         Agreement, are intended by the Parties to be consummated
         substantially simultaneously; and if any of the transactions
         contemplated hereby or by the DP&L Related Purchase Agreement are
         not consummated simultaneously on the Closing Date in accordance
         with the terms and subject to the conditions set forth herein and
         in the DP&L Related Purchase Agreement, as applicable, then each
         Party shall take, or cause to be taken, all actions, and do, or
         cause to be done, all things, in each case, that are necessary to
         dissolve and invalidate all transactions contemplated hereby and
         thereby; provided, however, that if the failure to consummate the
         transactions contemplated hereby or thereby results from a default
         or breach of a Party under this Agreement or under the DP&L
         Related Purchase Agreement, then nothing in the foregoing shall
         preclude or limit the rights or remedies of any Party in
         connection with such default or breach."

                  Section 1.5 Certain Closing Conditions.

                           (a) Section 7.1(j) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Buyer); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                           (b) Section 7.2(i) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Seller); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                  Section 1.6  Certain Termination Provisions.  Section 9.1(b)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

         "This Agreement may be terminated by Seller, on the one hand, or
         Buyer, on the other hand, upon written notice to the other Party,
         (i) at any time prior to the Closing if any court of competent
         jurisdiction shall have issued an order, judgment or decree
         permanently restraining, enjoining or otherwise prohibiting the
         Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement,
         the DP&L Related Purchase Agreement or any Additional Agreement;
         or (iii) at any time after October 31, 2001, if the Closing shall
         not have occurred on or before such date; provided, however, that
         the right to terminate this Agreement under this Section
         9.1(b)(iii) shall not be available to any Party whose breach of
         this Agreement has caused, or resulted in, the failure of the
         Closing to occur on or before such date."


                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1  Release and Waiver of Claims Against Seller
Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2   Release and Waiver of Claims Against Buyer
Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.6 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.

                  Section 2.4 Closing. Pursuant to Section 3.1 of the
Agreement, the Parties hereby agree that, notwithstanding any provision of
the Agreement to the contrary, the Parties intend that the Closing shall
occur on June 22, 2001, subject to the satisfaction or waiver of the
conditions precedent to the Closing set forth therein, as amended hereby.


                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3  Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                           Section 3.4 Assignment. This Amendment shall be
binding upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of
the transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as
amended, supplemented or otherwise modified by this Amendment, the
Agreement shall remain in full force and effect, and the valid and binding
obligation of each Party. The Agreement, as amended hereby (including the
Schedules and Exhibits thereto), together with the Confidentiality
Agreement, the DP&L Related Purchase Agreement, as amended, and the ACE
Related Purchase Agreements, as amended, embody the entire agreement and
understanding of the Parties hereto and thereto in respect of the
transactions contemplated by the Agreement, as amended hereby, the
Additional Agreements, DP&L Related Purchase Agreement, as amended, and the
ACE Related Purchase Agreements, as amended, and supersedes all prior
agreements and understandings between or among the Parties with respect to
the transactions contemplated hereby or thereby.



                          [Signature Page Follows]


                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    DELMARVA POWER & LIGHT COMPANY


                                    By:  /s/ Philip S. Reese
                                       --------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer


                                    NRG ENERGY, INC.


                                    By:  /s/ David H. Peterson
                                       --------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO













                                               (DP&L JOINTLY OWNED STATIONS)

                                                                  EXHBIT 99.1




[GRAPHIC OMITTED]




June 25 2001
Contacts:Ted Caddell, Public Affairs; 302-283-5811
Bob Marshall, Investor Relations; 302-429-3164

                   CONECTIV ANNOUNCES SALE OF BASE-LOAD PLANTS TO NRG
                New Mid-Merit Generation and Power Purchase Agreements
                Ensure Reliability

WILMINGTON, Del. - Conectiv (NYSE:CIV) today announced its Delmarva Power &
Light Company subsidiary has completed the sale of approximately 1,081
megawatts of baseload coal-fired generation to subsidiaries of NRG Energy.

As part of its strategic focus on the 'mid-merit' generation market in the
mid-Atlantic region, Conectiv will retain approximately 2,000 megawatts of
mid-merit and peaking generation in the PJM power pool. The company is
driving forward to establish a market leading position in the mid-merit
segment, with the goal of adding a total of 4,000 megawatts of mid-merit
generation by 2004. Conectiv's mid-merit power plants come on line quickly
and produce electricity when demand is high, and can be stopped quickly
when demand drops.

Delmarva Power entered into both short- and long-term purchase power
contracts with NRG to provide energy and capacity for the Delmarva
Peninsula.

In addition to the retention of 2,000 megawatts of mid-merit generation,
the company is currently well into a $300 million, 550 megawatt expansion
of the Hay Road plant. The first combustion turbine at that plant, which
will produce 116 megawatts, began commercial operation in early June.

"Our decision to concentrate on mid-merit plants, such as the Hay Road
expansion project, coupled with the power purchase arrangements we have put
in place all mean one thing for Conectiv customers - a steady and reliable
supply of electricity into the future," according to Conectiv President Tom
Shaw.

The sales announced today cover the Indian River Power Plant near
Millsboro, Del.; the Vienna Power Plant near Vienna, Md., and minority
interests in the Keystone and Conemaugh coal-fired plants in Pennsylvania.
Excluding inventory adjustments andother items, Conectiv received
approximately $630 million in cash for the plants. An after-tax gain of
approximately $170 million to $175 million is expected to be recognized in
Conectiv's second quarter 2001 earnings as a result of the sales. Proceeds
are expected to be used to repay debt and to fund Conectiv's mid-merit
construction program.

                                   (more)


As previously announced, Delmarva Power and Atlantic City Electric, also a
Conectiv subsidiary, entered into purchase and sale agreements with NRG in
January 2000 for the sale of approximately 1,900 megawatts of generation
assets, including the 1,081 sold to NRG. Consummation of the sales is
conditioned upon, among other things, receipt of required regulatory
approvals. Because the parties have not yet received the required approval
of the New Jersey Board of Public Utilities for Atlantic City Electric's
generation assets, those sales were not consummated simultaneously with the
Delmarva Power assets, as originally contemplated by Conectiv and NRG.
Subject to receipt of the New Jersey Board of Public Utilities approval,
Conectiv expects the sale of certain Atlantic City Electric assets to take
place during 2001.

In connection with the sale of the Delmarva Power assets, Conectiv and NRG
amended the purchase and agreements, among other reasons, to permit
separate closings of the sales of the Delmarva Power and Atlantic City
Electric assets.

                                   #####

Conectiv, a Fortune 500 company headquartered in Wilmington, DE, is focused
on two core energy businesses. Conectiv Power Delivery provides safe,
reliable, and affordable energy service to more than one million customers
in New Jersey, Delaware, Maryland, and Virginia. Conectiv Energy uses a
sophisticated power-trading unit to optimize the value of a growing
portfolio of mid-merit power plants that can start and stop quickly in
response to changes in the demand for power within the PJM
[Pennsylvania-New Jersey-Maryland] power pool.


FORWARD-LOOKING STATEMENTS

         The Private Securities Litigation Reform Act of 1995 (the
"Litigation Reform Act") provides a "safe harbor" for forward-looking
statements to encourage such disclosures without the threat of litigation,
provided those statements are identified as forward-looking and are
accompanied by meaningful, cautionary statements identifying important
factors that could cause the actual results to differ materially from those
projected in the statement. Forward-looking statements have been made in
this Press Release. Such statements are based on beliefs of Conectiv's (the
"Company's") management ("Management") as well as assumptions made by and
information currently available to Management. When used herein, the words
"will," "anticipate," "estimate," "expect," "objective," and similar
expressions are intended to identify forward-looking statements. In
addition to any assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors that could cause
actual results to differ materially from those contemplated in any
forward-looking statements include, among others, the following:
deregulation of energy supply and telecommunications; the unbundling of
delivery services; an increasingly competitive energy and
telecommunications marketplace; results of any asset dispositions; sales
retention and growth; federal and state regulatory actions; future
litigation results; cost of construction; operating restrictions; increased
costs and construction delays attributable to environmental regulations;
nuclear decommissioning and the availability of reprocessing and storage
facilities for spent nuclear fuel; and credit market concerns. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The foregoing list of factors pursuant to the Litigation Reform
Act should not be construed as exhaustive or as an admission regarding the
adequacy of disclosures made prior to the effective date of the Litigation
Reform Act.
                           ###www.conectiv.com##



                                                               EXHIBIT 99.2

DELMARVA POWER & LIGHT COMPANY PRO FORMA FINANCIAL STATEMENTS -
GENERATION ASSET SALE AND TRANSFER

BACKGROUND

In 1999, the electric utility business of Delmarva Power & Light Company
(DPL) was restructured pursuant to legislation enacted in Delaware and
Maryland and orders issued by the Delaware Public Service Commission (DPSC)
and Maryland Public Service Commission (MPSC). The restructuring of DPL's
electric utility business is discussed in DPL's 2000 Annual Report on Form
10-K in Notes 1, 7, 8, and 13 to the Consolidated Financial Statements,
included in Item 8 of Part II, and "Electric Utility Industry
Restructuring," within Management's Discussion and Analysis of Financial
Condition and Results of Operations (MD&A), included in Item 7 of Part II.

Conectiv is realigning the mix of electric generating plants owned by its
subsidiaries in connection with electric utility industry restructuring and
its "mid-merit" electric generation strategy. Effective July 1, 2000, DPL
contributed to Conectiv at net book value electric generating plants with
1,501 megawatts of capacity. Then, Conectiv transferred the electric
generating plants to a subsidiary of Conectiv Energy Holding Company (CEH).
CEH and its subsidiaries are engaged in non-regulated electricity
production and sales, energy trading, and marketing.

During 1999 and 2000, DPL entered into agreements to sell its nuclear and
non-strategic baseload fossil fuel-fired electric generating plants. On
December 29, 2000, DPL sold its ownership interests in nuclear electric
generating plants. As of March 31, 2001, all of the electric generating
plants of DPL were subject to agreements for sale and had 954 megawatts of
capacity and a net book value of $254.3 million. Pursuant to the agreements
for sale, these generating plants were sold on June 22, 2001 for
approximately $518 million, including preliminary adjustments for
inventories.


DESCRIPTION OF PRO FORMA FINANCIAL INFORMATION

The following Consolidated Financial Statements for DPL are filed with this
Exhibit:

   o    Unaudited Pro Forma Consolidated Balance Sheet at March 31, 2001,
        and

   o    Unaudited Pro Forma Consolidated Statements of Income for the Three
        Months Ended March 31, 2001 and for the Year Ended December 31,
        2000.

The following major assumptions were made in preparing these Pro Forma
Consolidated Financial Statements:

   o    For purposes of the Pro Forma Consolidated Balance Sheet, the sale
        of certain electric generation plants of DPL were assumed to occur
        as of March 31, 2001.

   o    For purposes of the pro forma Consolidated Statements of Income,
        the sale and transfer described above were assumed to occur as of
        the beginning of the period. As a result, expenses related to
        generation assets assumed to be sold or transferred were
        eliminated.

   o    The contribution of certain electric generating plants of DPL to
        Conectiv was assumed to be at net book value, on a non-taxable
        basis.

   o    Replacement energy and capacity were assumed to be purchased from
        the PJM Interconnection, L.L.C. (PJM). The energy costs were based
        on an hourly PJM Locational Marginal Price (LMP) and the capacity
        costs were based on average PJM capacity rates.

   o    Revenues during 2000, from selling to the nuclear plant purchasers
        the electricity from DPL's interests in nuclear plants, were
        eliminated due to the assumed sale of the nuclear power plants at
        the beginning of the year.

   o    For the Pro Forma Consolidated Statement of Income for 2000,
        revenues earned from plants contributed to Conectiv on July 1, 2000
        were assumed to not have been earned, since the plants were assumed
        to have been transferred at the beginning of the year.

   o    For the portion of 2000 that the electricity supply operations of
        DPL in Maryland were still subject to regulation (January 1 through
        June 30, 2000) customer rates were assumed to be adjusted to remove
        amounts for a return on generation rate base and to add amounts for
        recovery of replacement power costs.

   o    The proceeds from the sale of the electric generation plants of DPL
        were assumed to be used to repay long-term debt, after considering
        expected debt retirement costs and tax payments on the gain on the
        sale.

   o    The net pro forma gain from the sale of DPL's electric generation
        plants was credited to retained earnings.

   o    An effective tax rate of 40% was utilized to calculate the income
        tax effects of adjustments to the Pro Forma Consolidated Statements
        of Income.


These Pro Forma Consolidated Financial Statements have been prepared for
comparative purposes only and do not purport to be indicative of operations
or financial condition which would have actually resulted if the sale and
transfer of generation assets or other related transactions occurred on the
dates of the periods presented, or which may result in the future. Further,
these Pro Forma Consolidated Financial Statements have been prepared using
information available at the date of this filing. As a result, certain
amounts indicated herein are preliminary in nature and, therefore, will be
subject to adjustment in the future.

DESCRIPTION OF PRO FORMA ADJUSTMENTS

The Unaudited Pro Forma Consolidated Statements of Income and Consolidated
Balance Sheet filed with this Exhibit reflect the following adjustments:

Adjustments to the Consolidated Statements of Income:

1. A net increase in "Electric fuel and purchased energy and capacity"
primarily because the cost increase from DPL purchasing all energy and
capacity requirements to meet its retail load exceeded the cost decrease
from no longer purchasing fuel for the electric generating units sold and
the electric generating units contributed to Conectiv.

2. Decreases in other operating expenses as a result of the sale of the
electric generating plants of DPL.

3. A decrease in "Interest charges" as a result of retirement of long-term
debt after the sale of the electric generating plants of DPL.

4. For the Pro Forma Consolidated Statement of Income for 2000, a net
decrease in "Electric" revenues mainly due to no revenues from (i) the
electric generating plants which were contributed to Conectiv and (ii)
selling to the nuclear plant purchasers the electricity from DPL's
interests in nuclear plants. Also, for the portion of 2000 that the
electricity supply operations of DPL in Maryland were still subject to
regulation (January 1 through June 30, 2000) customer rates were assumed to
be adjusted to remove amounts for a return on generation rate base and to
add amounts for recovery of replacement power costs.

Adjustments to the Consolidated Balance Sheet:

1. A net increase to "Cash and cash equivalents" primarily as a result of
net proceeds received from the sale of electric generating plants, less
cash used for the retirement of certain debt issues.

2. A decrease to "Fuel" and "Materials and supplies" inventories,
"Property, plant and equipment," "Accumulated Depreciation," "Construction
work-in-progress," and "Other deferred charges," as a result of the sale of
electric generating plants.

3. An increase to "Taxes accrued" because the taxable gain on the sale of
electric generating plants causes additional income taxes to be payable.

4. Decreases to "Deferred income taxes, net," "Deferred investment tax
credits," and "Other Deferred Credits and Other Liabilities," as a result
of the sale of electric generating plants.

5. Net increase to "Retained Earnings" as a result of an expected net gain
from the sale of electric generating plants.

6. Decrease to "Long-term debt" due to assumed repayment of long-term debt
with the net sales proceeds expected to be available after debt retirement
costs and tax payments on the gain on the sale of the electric generating
plants.



                       DELMARVA POWER & LIGHT COMPANY
           UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME
                     THREE MONTHS ENDED MARCH 31, 2001

<TABLE>
<CAPTION>

                                                                     ----------------   ----------------     ---------------
                                                                        Reported          Adjustments          Pro Forma
                                                                     ----------------   ----------------     ---------------
                                                                     (Dollars in Thousands)
OPERATING REVENUES
<S>                                                                         <C>         <C>                       <C>
    Electric                                                                $260,643                               $260,643
    Gas                                                                      102,535                                102,535
    Other services                                                             5,744                                  5,744
                                                                     ----------------   ----------------     ---------------
                                                                             368,922                                368,922
                                                                     ----------------   ----------------     ---------------
OPERATING EXPENSES
    Electric fuel and purchased energy and capacity                          139,963             27,338 (1)         167,301
    Gas purchased                                                             79,731                                 79,731
    Other services' cost of sales                                              5,354                                  5,354
    Operation and maintenance                                                 26,673             (6,459)(2)          20,214
    Depreciation and amortization                                             26,643             (5,966)(2)          20,677
    Taxes other than income taxes                                              8,953               (125)(2)           8,828
                                                                     ----------------   ----------------     ---------------
                                                                             287,317             14,788             302,105
                                                                     ----------------   ----------------     ---------------
OPERATING INCOME                                                              81,605            (14,788)             66,817
                                                                     ----------------   ----------------     ---------------

OTHER INCOME                                                                   3,149                                  3,149
                                                                     ----------------   ----------------     ---------------

INTEREST EXPENSE
    Interest charges                                                          17,758             (6,638)(3)          11,120
    Allowance for borrowed funds used during
       construction and capitalized interest                                    (162)                                  (162)
                                                                     ----------------   ----------------     ---------------
                                                                              17,596             (6,638)             10,958
                                                                     ----------------   ----------------     ---------------

PREFERRED DIVIDEND REQUIREMENT ON
    PREFERRED SECURITIES OF A SUBSIDIARY TRUST                                 1,422                                  1,422
                                                                     ----------------   ----------------     ---------------

INCOME BEFORE INCOME TAXES                                                    65,736             (8,150)             57,586

INCOME TAXES                                                                  26,803             (3,260)             23,543
                                                                     ----------------   ----------------     ---------------

NET INCOME                                                                    38,933             (4,890)             34,043

DIVIDENDS ON PREFERRED STOCK                                                   1,300                  -               1,300
                                                                     ----------------   ----------------     ---------------

EARNINGS APPLICABLE TO COMMON STOCK                                         $ 37,633           $ (4,890)           $ 32,743
                                                                     ================   ================     ===============
</TABLE>



                       DELMARVA POWER & LIGHT COMPANY
           UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME
                        YEAR ENDED DECEMBER 31, 2000


<TABLE>
<CAPTION>

                                                                     ----------------   ----------------     ---------------
                                                                        Reported          Adjustments          Pro Forma
                                                                     ----------------   ----------------     ---------------
                                                                     (Dollars in Thousands)
OPERATING REVENUES
<S>                                                                       <C>                   <C>              <C>
    Electric                                                              $1,452,575            (88,341)(4)      $1,364,234
    Gas                                                                      616,352                                616,352
    Other services                                                            28,751                                 28,751
                                                                     ----------------   ----------------     ---------------
                                                                           2,097,678            (88,341)          2,009,337
                                                                     ----------------   ----------------     ---------------
OPERATING EXPENSES
    Electric fuel and purchased energy and capacity                          814,995             94,263 (1)         909,258
    Gas purchased                                                            566,752                                566,752
    Other services' cost of sales                                             23,815                                 23,815
    Gain on sale of interest in nuclear plants                               (16,612)                               (16,612)
    Operation and maintenance                                                255,072            (82,666)(2)         172,406
    Depreciation and amortization                                            112,532            (33,214)(2)          79,318
    Taxes other than income taxes                                             40,402             (1,521)(2)          38,881
                                                                     ----------------   ----------------     ---------------
                                                                           1,796,956            (23,138)          1,773,818
                                                                     ----------------   ----------------     ---------------
OPERATING INCOME                                                             300,722            (65,203)            235,519
                                                                     ----------------   ----------------     ---------------

OTHER INCOME                                                                   5,394                                  5,394
                                                                     ----------------   ----------------     ---------------

INTEREST EXPENSE
    Interest charges                                                          78,022            (26,551)(3)          51,471
    Allowance for borrowed funds used during
       construction and capitalized interest                                    (919)                                  (919)
                                                                     ----------------   ----------------     ---------------
                                                                              77,103            (26,551)             50,552
                                                                     ----------------   ----------------     ---------------

PREFERRED DIVIDEND REQUIREMENT ON
    PREFERRED SECURITIES OF A SUBSIDIARY TRUST                                 5,687                                  5,687
                                                                     ----------------   ----------------     ---------------

INCOME BEFORE INCOME TAXES                                                   223,326            (38,652)            184,674

INCOME TAXES                                                                  81,510            (15,461)             66,049
                                                                     ----------------   ----------------     ---------------

NET INCOME                                                                   141,816            (23,191)            118,625

DIVIDENDS ON PREFERRED STOCK                                                   4,945                  -               4,945
                                                                     ----------------   ----------------     ---------------

EARNINGS APPLICABLE TO COMMON STOCK                                        $ 136,871          $ (23,191)          $ 113,680
                                                                     ================   ================     ===============
</TABLE>



                       DELMARVA POWER & LIGHT COMPANY
              UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
                               MARCH 31, 2001

<TABLE>
<CAPTION>

                                                          -------------------  --------------------    -------------------
                                                               Reported             Adjustments              Pro Forma
                                                          -------------------  ---------------------   --------------------
                                                                              (Dollars in Thousands)
                           ASSETS

     Current Assets
<S>                                                        <C>                   <C>                            <C>
           Cash and cash equivalents                       $    11,160           142,949 (1)                    $ 154,109
           Accounts receivable, net of allowances of
                $16,021                                        254,636                                            254,636
           Investment in Conectiv money pool                   166,038                                            166,038
           Inventories, at average costs
               Fuel (coal, oil and gas )                        15,680           (10,289) (2)                       5,391
               Materials and supplies                           24,133            (3,315) (2)                      20,818
           Prepayments                                          25,546                                             25,546
           Deferred energy supply costs                         21,199                                             21,199
                                                          ------------          -------------                   ----------
                                                               518,392           129,345                          647,737
                                                          ------------          -------------                   ----------

     Investments                                                 6,168                                              6,168
                                                          ------------          ------------                    ----------

     Property, Plant and Equipment
           Electric generation                                 617,744          (617,077) (2)                         667
           Electric transmission and distribution            1,479,954            (6,490) (2)                   1,473,464
           Gas transmission and distribution                   281,241                                            281,241
           Other electric and gas facilities                   183,008                                            183,008
           Other property, plant and equipment                   5,463                                              5,463
                                                          ------------          -------------                  -----------
                                                             2,567,410          (623,567)                       1,943,843
           Less : Accumulated depreciation                   1,108,944          (370,673) (2)                     738,271
                                                          ------------          -------------                  -----------
           Net plant in service                              1,458,466          (252,894)                       1,205,572
           Construction work-in-progress                        64,193              (961) (2)                      63,232
           Goodwill, net                                        67,416                                             67,416
                                                          ------------          -------------                  -----------
                                                             1,590,075          (253,855)                       1,336,220
                                                          ------------          -------------                  ------------

     Deferred Charges and Other Assets
           Recoverable stranded costs, net                      25,576                                             25,576
           Deferred recoverable income taxes                    70,444                                             70,444
           Prepaid employee benefits costs                     177,774                                            177,774
           Unamortized debt expense                             10,411                                             10,411
           Deferred debt refinancing costs                       7,864                                              7,864
           Other                                                21,996           (13,819) (2)                       8,177
                                                          ------------          -------------                  -----------
                                                               314,065           (13,819)                         300,246
                                                          ------------          -------------                  -----------

     Total Assets                                          $ 2,428,700         $(138,329)                      $ 2,290,371
                                                          ============         ==============                  ===========
</TABLE>



                       DELMARVA POWER & LIGHT COMPANY
              UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
                               MARCH 31,2001

<TABLE>
<CAPTION>

                                                                   -------------------  --------------     ----------------
                                                                        Reported         Adjustments          Pro Forma
                                                                   -------------------  --------------     ----------------
                                                                                     (Dollars in Thousands)

                       CAPITALIZATION AND LIABILITIES

           Current Liabilities
<S>                                                                             <C>         <C>                    <C>
              Long-term debt due within one year                                2,253                                2,253
              Variable rate demand bonds                                      104,830                              104,830
              Accounts payable                                                156,157                              156,157
              Accounts payable to affiliated companies                         11,194                               11,194
              Taxes accrued                                                    46,746         134,257 (3)          181,003
              Interest accrued                                                 22,509                               22,509
              Dividends payable                                                 6,503                                6,503
              Current capital lease obligation                                    115                                  115
              Above-market purchased energy contracts
                 and other electric restructuring liabilities                  16,351                               16,351
              Deferred income taxes, net                                        2,586                                2,586
              Other                                                            28,847                               28,847
                                                                   -------------------  --------------     ----------------
                                                                              398,091         134,257              532,348
                                                                   -------------------  --------------     ----------------

           Deferred Credits and Other Liabilities
              Deferred income taxes, net                                      343,303         (46,363)(4)          296,940
              Deferred investment tax credits                                  19,949          (4,270)(4)           15,679
              Long term capital lease obligation                                  841                                  841
              Above-market purchased energy contracts
                 and other electric restructuring liabilities                  78,984                               78,984
              Other                                                            12,618          (2,092)(4)           10,526
                                                                   -------------------  --------------     ----------------
                                                                              455,695         (52,725)             402,970
                                                                   -------------------  --------------     ----------------

           Capitalization
              Common stock, $2.25 par value;  1,000,000 shares authorized;
                 1,000 shares outstanding                                           2                                    2
              Additional paid-in-capital                                      212,612                              212,612
              Retained earnings                                               289,538         138,932 (5)          428,470
                                                                   -------------------  --------------     ----------------
                  Total common stockholder's equity                           502,152         138,932              641,084
              Preferred stock not subject to mandatory redemption              89,703                               89,703
              Preferred securities of subsidiary trust subject to
                 mandatory redemption                                          70,000                               70,000
              Long-term debt                                                  913,059        (358,793)(6)          554,266
                                                                   -------------------  --------------     ----------------
                                                                            1,574,914        (219,861)           1,355,053
                                                                   -------------------  --------------     ----------------

           Total Capitalization and Liabilities                           $ 2,428,700      $ (138,329)         $ 2,290,371
                                                                   ===================  ==============     ================
</TABLE>
[{"type": "8-K", "sequence": "1", "filename": "s252322.txt", "description": "8-K", "secsgml_size_bytes": 93484}]
{"company-data": {"conformed-name": "DELMARVA POWER & LIGHT CO /DE/", "cik": "0000027879", "assigned-sic": "4931", "irs-number": "510084283", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-01405", "film-number": "1670580"}, "business-address": {"street1": "800 KING ST", "street2": "PO BOX 231", "city": "WILMINGTON", "state": "DE", "zip": "19899", "phone": "3024293114"}, "mail-address": {"street1": "800 KING ST", "street2": "P O BOX 231", "city": "WILMINGTON", "state": "DE", "zip": "19899"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OF 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)         June 22, 2001
                                                  ----------------------------

                       Delmarva Power & Light Company
------------------------------------------------------------------------------
               Exact Name of Registrant Specified in Charter

  Delaware and Virginia                 1-1405                  51-0084283
-------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission               (IRS Employer
       of Incorporation)            File Number)          Identification No.)

 800 King Street, P.O. Box 231, Wilmington, Delaware                19899
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's telephone number, including area code  (302) 429-3018
                                                   ----------------------------

-------------------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

Item 2.  Acquisition or Disposition of Assets.

         As previously reported in Note 11 to the Consolidated Financial
         Statements included in Item 8 of Part II of Delmarva Power & Light
         Company's ("DPL") 2000 Annual Report on Form 10-K, DPL and
         Atlantic City Electric Company ("ACE") entered into agreements
         with NRG Energy, Inc. ("NRG") for the sale of their respective
         interests in non-strategic baseload fossil fuel-fired electric
         generating plants in January 2000. Pursuant to these agreements,
         on June 22, 2001, DPL completed the sale of its interests in
         Indian River Station, a wholly owned 784 megawatt ("MW") coal- and
         oil- fired generating plant located in Sussex County, Delaware,
         and Vienna Station, a wholly owned 170 MW oil-fired generating
         plant located in Vienna, Maryland.

         As a result of these sales, DPL received approximately $518
         million in cash consideration, subject to final adjustment based
         on the value of fuel and material inventories at the closing and
         certain capital expenditures. The amount of the consideration
         received was determined as the result of arm's- length
         negotiations between DPL and NRG. The interests of DPL in the
         generating plants sold on June 22, 2001 had a net book value of
         approximately $254 million as of March 31, 2001. DPL expects to
         recognize an after-tax gain of approximately $125 - $130 million
         in its earnings for the second quarter of 2001 as a result of
         these sales. Proceeds of these sales are expected to be used to
         repay debt and to repurchase preferred stock and other securities.
         Additionally, a portion of such proceeds may be paid as a dividend
         to Conectiv, or loaned to Conectiv's pool of funds that Conectiv
         subsidiaries borrow from or invest in depending on their cash
         position.

         To facilitate completion of these sales, DPL agreed to alter its
         agreements with NRG and NRG Power Marketing, Inc., an affiliate of
         NRG ("NRG Power"), effective June 22, 2001, as follows:

         o        DPL entered into amendments to its sales agreements with
                  NRG to provide for the sale by DPL and Conectiv's
                  subsidiary, Conectiv Delmarva Generation, Inc. (successor
                  by assignment to DPL's interests), of their respective
                  interests in Indian River Station, Vienna Station,
                  Conemaugh Station and Keystone Station separate from the
                  sale by ACE of its interests in certain electric
                  generating assets; and

         o        The agreement between DPL and NRG Power for DPL to
                  purchase 500 megawatt-hours ("MWh") of firm electricity
                  per hour from NRG, beginning on June 22, 2001 and ending
                  December 31, 2005, was not changed; however, DPL entered
                  into additional agreements, beginning on June 22, 2001,
                  to purchase from NRG Power up to 350 MWh of firm electric
                  energy per hour and up to 750 MW of capacity through
                  August 31, 2001 and up to 300 MW of capacity through
                  September 30, 2001.

         The description of the transactions set forth herein is qualified
         in its entirety by reference to the sales agreements between DPL
         and NRG, including the respective amendments thereto, copies of
         which are filed as exhibits to this report and incorporated by
         reference herein.

         On June 25, 2001, Conectiv issued a press release relating to such
         transactions, a copy of which is filed as an exhibit to this
         report and is incorporated by reference herein.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable.

(b)      The pro forma financial information required pursuant to Article
         11 of Regulation S-K is furnished and filed as Exhibit 99.2 to
         this report and is incorporated by reference herein.

(c)      Exhibits.

2.1      Purchase and Sale Agreement by and between Delmarva Power & Light
         Company and NRG Energy, Inc., dated as of January 18, 2000 (wholly
         owned electric generating plants) (Incorporated by reference to
         Exhibit 10-A to Delmarva Power & Light Company's Annual Report on
         Form 10-K for the fiscal year ended December 31, 2000).

2.2      Purchase and Sale Agreement by and between Delmarva Power & Light
         Company and NRG Energy, Inc., dated as of January 18, 2000
         (jointly owned electric generating plants) (Incorporated by
         reference to Exhibit 10-B to Delmarva Power & Light Company's
         Annual Report on Form 10-K for the fiscal year ended December 31,
         2000).

2.3      Amendment to the Purchase and Sale Agreement by and between Delmarva
         Power & Light Company and NRG Energy, Inc., dated as of June 22, 2001
         (wholly owned electric generating plants) (Filed herewith).

2.4      Amendment to the Purchase and Sale Agreement by and between Delmarva
         Power & Light Company and NRG Energy, Inc., dated as of June 22, 2001
         (jointly owned electric generating plants) (Filed herewith).

99.1     Press release issued by Conectiv dated June 25, 2001 (Filed herewith).

99.2     Delmarva Power & Light Company Unaudited Consolidated Pro Forma
         Financial Statements - Generation Asset Sale and Transfer (Filed
         herewith).

                                 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.

                       DELMARVA POWER & LIGHT COMPANY

                       By:  /s/ John C. Van Roden
                          -------------------------------------
                             John C. Van Roden
                             Senior Vice President and
                                Chief Financial Officer

June 28, 2001

                                                                  EXHIBIT 2.3

                                                 DP&L WHOLLY OWNED AGREEMENT

                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       DELMARVA POWER & LIGHT COMPANY
                                    AND
                              NRG ENERGY, INC.

                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Delmarva Power & Light Company, a Delaware and
Virginia corporation ("DP&L" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the DP&L Related Purchase Agreement and the ACE Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, and the DP&L
Related Purchase Agreement and the ACE Related Purchase Agreements as set
forth in the respective amendments to such agreements, which are being
entered into simultaneously with this Amendment, to, among other things,
extend the termination date of the Agreement, the DP&L Related Purchase
Agreement and the ACE Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:

                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1  Certain Definitions.

                           (a)  Section 1.1(4) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "'Additional Agreements' means the Interconnection Agreement, the
         DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation, the DP&L 350 MWh Power Purchase Confirmation, the
         Transition Services Agreement, the Access Agreement, the Indian
         River Station Access Agreement, the Limited Warranty Deeds, the
         Assignment and Assumption Agreement and the Bill of Sale."

                           (b) Section 1.1 of the Agreement is hereby
amended to include the following additional provisions:

         (153) "DP&L Master Power Purchase Agreement" means the Master
         Power Purchase Agreement between DP&L and NRG Power Marketing
         Inc., dated April 11, 2001, as amended and restated through the
         date hereof, and attached as Exhibit K to the Agreement.

         (154) "DP&L 500 MWh Power Purchase Confirmation" means the
         transaction confirmation letter, dated April 11, 2001, as amended
         and restated through the date hereof, issued by DP&L to NRG Power
         Marketing Inc. under the DP&L Master Power Purchase Agreement,
         relating to the purchase of 500MWh of firm electric energy, and
         attached as Exhibit L to the Agreement.

         (155) "DP&L Capacity Power Purchase Confirmation" means the
         transaction confirmation letter, dated June 22, 2001, issued by
         DP&L to NRG Power Marketing Inc. under the DP&L Master Power
         Purchase Agreement, relating to the purchase of 750MW of firm
         electric PJM capacity credits from the Closing Date through August
         31, 2001 and the purchase of 300 MW of firm electric PJM capacity
         credits from September 1, 2001 through September 30, 2001, and
         attached as Exhibit M to the Agreement.

         (156) "DP&L 350 MWh Power Purchase Confirmation" means the
         transaction confirmation letter, dated June 22, 2001, issued by
         DP&L to NRG Power Marketing Inc. under the DP&L Master Power
         Purchase Agreement, relating to the purchase of 350MWh of firm
         electric energy, and attached as Exhibit N to the Agreement.

         (157) "Indian River Station Access Agreement" means the access
         agreement between Seller and Buyer relating to the Indian River
         Station to be entered into at the Closing, and attached as Exhibit
         O to the Agreement.

                  Section 1.2   Deliveries by Seller.

                           (a) Section 3.6(e) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation and the DP&L 350 MWh Power Purchase Confirmation, in
         each case, duly executed by Seller;"

                           (b) Section 3.6(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The Access Agreement and the Indian River Access Agreement, in
         each case, duly executed by Seller;"

                  Section 1.3  Deliveries by Buyer.

                           (a) Section 3.7(d) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Master Power Purchase Agreement, the DP&L 500 MWh Power
         Purchase Confirmation, the DP&L Capacity Power Purchase
         Confirmation and the DP&L 350 MWh Power Purchase Confirmation, in
         each case, duly executed by NRG Power Marketing Inc.;"

                           (b) Section 3.7(f) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The Access Agreement and the Indian River Access Agreement, in
         each case, duly executed by Buyer;"

                  Section 1.4 Relationship of the Agreement and the Related
Purchase Agreements. Section 3.9 of the Agreement is hereby amended and
restated in its entirety to read as follows:

         "The transactions contemplated by this Agreement, together with
         the transactions contemplated by the DP&L Related Purchase
         Agreement, are intended by the Parties to be consummated
         substantially simultaneously; and if any of the transactions
         contemplated hereby or by the DP&L Related Purchase Agreement are
         not consummated simultaneously on the Closing Date in accordance
         with the terms and subject to the conditions set forth herein and
         in the DP&L Related Purchase Agreement, as applicable, then each
         Party shall take, or cause to be taken, all actions, and do, or
         cause to be done, all things, in each case, that are necessary to
         dissolve and invalidate all transactions contemplated hereby and
         thereby; provided, however, that if the failure to consummate the
         transactions contemplated hereby or thereby results from a default
         or breach of a Party under this Agreement or under the DP&L
         Related Purchase Agreement, then nothing in the foregoing shall
         preclude or limit the rights or remedies of any Party in
         connection with such default or breach."

                  Section 1.5  Employees.

                           (a) Section 6.8(g) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "(g) As soon as practicable, and in any event within ninety (90)
         days after the Closing Date, Buyer shall establish or make
         available to Transferred Union Employees a defined contribution
         pension plan (or plans) and trust (or trusts) intended to qualify
         under Sections 401(a) and 501(a) of the Code (such plan or plans
         referred to as "Buyer's Savings Plan") in which all Transferred
         Union Employees shall be eligible to participate as of the later
         of the Closing Date or the Buyer's Savings Plan's effective date.
         Buyer's Savings Plan shall provide for deferral options and
         employer matching contributions with respect to the Transferred
         Union Employees who are participants in the Conectiv Savings &
         Investment Plan and the Atlantic City Electric Co. Savings Plan B
         (collectively, "Seller's Savings Plans") as of the Closing Date
         (such employees, the "Transferred Savings Employees") that are no
         less favorable than those provided as of immediately prior to the
         Closing Date to the Transferred Savings Employees under the
         Seller's Savings Plans. Buyer shall provide a make-whole payment
         outside of Buyer's Savings Plan to reflect lost matching
         contributions on account of any delay in enrollment to any
         Transferred Employee who enrolls in Buyer's Savings Plan within
         the first thirty (30) days after the Closing. Contributions to the
         Seller's Savings Plans with respect to the Transferred Savings
         Employees shall cease effective as of the Closing Date, subject to
         Section 6.8(m). Each Transferred Savings Employee shall be
         afforded the option of transferring his or her account balance
         into the Buyer's Savings Plan; provided, however, that if Seller
         is able to obtain a favorable ruling from the Internal Revenue
         Service to the effect that the consummation of the transactions
         contemplated hereby shall constitute a sale of substantially all
         of the assets used in a trade or business within the meaning of
         Section 401(k)(10) of the Code, each Transferred Savings Employee
         shall be afforded the option of rolling over his or her account
         balance into the Buyer's Savings Plan. Such transfers or rollovers
         shall satisfy the requirements of Section 414(l) of the Code and
         Section 208 of ERISA and shall be in the form of cash or other
         property, as Seller and Buyer shall mutually agree prior to such
         transfer or rollover. Each Transferred Savings Employee shall be
         treated as a terminated employee, and shall be afforded the
         opportunity to receive a distribution from Seller's Savings Plans,
         to elect a direct rollover of such distribution into Buyer's
         Savings Plan, or to leave his or her account balance in Seller's
         Savings Plans (if such balance exceeds $5,000). Any such rollovers
         shall satisfy the requirements of Section 208 of ERISA and shall
         be in the form of cash or other property, as Seller and Buyer
         shall mutually agree prior to such rollover. Prior to such
         rollover, Buyer will provide Seller with such documents and other
         information as Seller shall reasonably request to assure itself
         that Buyer's Savings Plan and the trust or trusts established
         pursuant thereto contain participant loan provisions and
         procedures necessary to effect the orderly transfer of participant
         loan balances associated with the rollover. Notwithstanding
         anything in this Section 6.8(f) to the contrary, no such rollover
         shall take place unless and until Seller has received written
         evidence of the adoption of Buyer's Savings Plan and the trust (or
         trusts) thereunder by Buyer and either (A) a copy of a favorable
         determination letter issued by the Internal Revenue Service and
         satisfactory to Seller's counsel with respect to Buyer's Savings
         Plan or (B) an opinion, satisfactory to Seller's counsel, of
         Buyer's counsel to the effect that the terms of Buyer's Savings
         Plan and its related trust or trusts qualify under Sections 401(a)
         and 501(a) of the Code. Buyer and Seller shall provide each other
         with such records and information as may be necessary or
         appropriate to carry out their obligations under this Section
         6.8(f) for the purposes of administration of Buyer's Savings Plan,
         and they shall cooperate in the filing of documents required by
         the transactions described herein."

                           (b)   Section 6.8 of the Agreement is hereby amended
to include the following additional provisions:

         "(l) Within sixty (60) days after the Closing, Seller shall (a)
         provide Buyer with a written statement setting forth the number of
         unused hours of vacation, accrued vacation, carryover vacation,
         perfect attendance holidays and floating holidays accrued during
         the period commencing on January 1 of the year during which the
         Closing occurs and ending on the day immediately preceding the
         Closing Date ("Accrued and Unused Vacation") for Transferred
         Non-Union Employees and (b) transfer funds to Buyer in an amount
         sufficient to pay for Accrued and Unused Vacation, such amount to
         be based on the wages and salaries of Transferred Non-Union
         Employees in effect on the day immediately preceding the Closing
         Date; provided that, upon receipt of notice from Seller, Buyer
         shall promptly reimburse Seller for any and all payments in
         respect of Accrued and Unused Vacation made by Seller to
         Transferred Non-Union Employees after the Closing, whether as the
         result of any suit, action or proceeding, or otherwise. From and
         after the Closing, Buyer shall recognize the right of Transferred
         Employees to Accrued and Unused Vacation during the remainder of
         the year during which the Closing occurs and, with respect to
         Transferred Union Employees, in accordance with the applicable
         IBEW Collective Bargaining Agreement and applicable Law.

         (m) In the event that the Closing Date occurs on any day other
         than the day immediately following the day on which any regular
         pay period of Seller relating to any Transferred Employees ends,
         then, notwithstanding Buyer's obligations hereunder, in order to
         accommodate Buyer's request, Seller shall, in respect of such
         period, (i) pay to such Transferred Employees the salary or wages
         to which such Transferred Employees are entitled, (ii) pay to the
         applicable Governmental Authorities all required amounts in
         respect of payroll and similar withholding Taxes relating to such
         salaries and wages, and (iii) make any regular deposits or
         contributions, including deposits or contributions of matching
         funds to Seller's Benefit Plans on behalf of such Transferred
         Employees. Buyer shall, within 30 days after the Closing,
         reimburse Seller for all amounts in respect of such salaries,
         wages, Taxes, deposits and contributions to the extent relating to
         the period from and after the Closing Date."

                  Section 1.6  Environmental Matters.  The final sentence of
Section 6.12(d) of the Agreement is hereby amended and restated in its entirety
to read as follows:

         "Furthermore, notwithstanding anything to the contrary herein,
         Seller shall have no obligation to indemnify Buyer for any
         penalties or fines or other costs or expenses related to Buyer's
         failure to comply with the legal requirements of Title IV of the
         Clean Air Act or the NOx Budget Program of Delaware and Maryland."

                  Section 1.7 Reimbursement of Certain Metering Expenses.
Section 6.14 of the Agreement is hereby amended and restated in its
entirety to read as follows:

         "From and after the Closing, Buyer shall (a) reimburse Seller for
         reasonable amounts expended by Seller on or prior to June 30, 2002
         in connection with the installation, renovation or improvement of
         revenue quality meters and related equipment up to an aggregate
         amount of $1,500,000; and (b) cooperate with Seller as fully as
         reasonably possible in order to facilitate Seller's installation,
         renovation or improvement of revenue quality meters and related
         equipment to the extent that such installation, renovation or
         improvement requires that Seller gain access to the Real Property
         after the Closing Date. From the Closing Date through the date on
         which the installation, renovation or improvement of revenue
         quality meters is completed, the interim metering methodology set
         forth on Exhibit P to this Agreement shall be used to compensate
         DP&L for station loads and losses occurring from the Closing Date
         through such date."

                  Section 1.8   Certain Closing Conditions.

                           (a)   Section 7.1(o) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Buyer); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                           (b)  Section 7.2(h) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Seller); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                  Section 1.9  Certain Termination Provisions.  Section 9.1(b)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

         "This Agreement may be terminated by Seller, on the one hand, or
         Buyer, on the other hand, upon written notice to the other Party,
         (i) at any time prior to the Closing if any court of competent
         jurisdiction shall have issued an order, judgment or decree
         permanently restraining, enjoining or otherwise prohibiting the
         Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement,
         the DP&L Related Purchase Agreement or any Additional Agreement;
         or (iii) at any time after October 31, 2001, if the Closing shall
         not have occurred on or before such date; provided, however, that
         the right to terminate this Agreement under this Section
         9.1(b)(iii) shall not be available to any Party whose breach of
         this Agreement has caused, or resulted in, the failure of the
         Closing to occur on or before such date."

                  Section 1.10 Certain Exhibits. The Agreement is hereby
amended to delete Exhibit G in its entirety and any and all references
thereto in the Agreement.

                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1 Release and Waiver of Claims Against Seller
Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2  Release and Waiver of Claims Against Buyer
Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.7 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.

                  Section 2.4 Closing. Pursuant to Section 3.1 of the
Agreement, the Parties hereby agree that, notwithstanding any provision of
the Agreement to the contrary, the Parties intend that the Closing shall
occur on June 22, 2001, subject to the satisfaction or waiver of the
conditions precedent to the Closing set forth therein, as amended hereby.

                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3  Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                  Section 3.4 Assignment. This Amendment shall be binding
upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of
the transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as amended,
supplemented or otherwise modified by this Amendment, the Agreement shall
remain in full force and effect, and the valid and binding obligation of
each Party. The Agreement, as amended hereby, (including the Schedules and
Exhibits thereto), together with the Confidentiality Agreement, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, embody the entire agreement and understanding of
the Parties hereto and thereto in respect of the transactions contemplated
by the Agreement, as amended hereby, the Additional Agreements, the DP&L
Related Purchase Agreement, as amended, and the ACE Related Purchase
Agreements, as amended, and supersedes all prior agreements and
understandings between or among the Parties with respect to the
transactions contemplated hereby or thereby.

                          [Signature Page Follows]

                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    DELMARVA POWER & LIGHT COMPANY

                                    By:  /s/ Philip S. Reese
                                       --------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer

                                    NRG ENERGY, INC.

                                    By:  /s/ David H. Peterson
                                       --------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO

                                                 (DP&L WHOLLY OWNED STATIONS)

                                                                EXHIBIT 2.4

                                                  DP&L JOINTLY OWNED AGREEMENT

                                 AMENDMENT
                                   TO THE
                        PURCHASE AND SALE AGREEMENT
                               BY AND BETWEEN
                       DELMARVA POWER & LIGHT COMPANY
                                    AND
                              NRG ENERGY, INC.

                  AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (the
"Amendment") by and between Delmarva Power & Light Company, a Delaware and
Virginia corporation ("DP&L" or "Seller"), and NRG Energy, Inc., a Delaware
corporation ("Buyer"), dated as of June 22, 2001. Seller and Buyer may each
be referred to herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used and not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the
Agreement (as defined below).

                  WHEREAS, Seller and Buyer are Parties to that certain
Purchase and Sale Agreement, dated as of January 18, 2000 (the
"Agreement"), providing for the sale and assignment by Seller of the
Purchased Assets and the Assumed Liabilities and the purchase and
assumption by Buyer of the Purchased Assets and the Assumed Liabilities,
upon the terms and conditions set forth in the Agreement; and

                  WHEREAS, the Closing of the transactions contemplated by
the Agreement, the DP&L Related Purchase Agreement and the ACE Related
Purchase Agreements has been unexpectedly delayed; and

                  WHEREAS, as a result of the delay of the Closing, the
Parties desire to amend the Agreement as set forth herein, and the DP&L
Related Purchase Agreement and the ACE Related Purchase Agreements as set
forth in the respective amendments to such agreements, which are being
entered into simultaneously with this Amendment, to, among other things,
extend the termination date of the Agreement, the DP&L Related Purchase
Agreement and the ACE Related Purchase Agreements.

                  NOW THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:

                                 ARTICLE I

              Amendment of Certain Provisions of the Agreement

                  Section 1.1 Certain Definitions.

                           (a)  Section 1.1(3) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "'Additional Agreements' means the Like-Kind Exchange
         Acknowledgment, the Limited Warranty Deeds, the Assignment and
         Assumption Agreement and the Bill of Sale."

                           (b) Section 1.1 of the Agreement is hereby
amended to include the following additional provision:

         (153)    "Like-Kind Exchange Acknowledgment" means the like-kind
         exchange acknowledgment among Buyer, Conectiv Delmarva Generation,
         Inc. ("CDG") and 1031 Corp., Inc. ("1031 Corp") to be entered into
         at the Closing and attached as Exhibit G to the Agreement.

                  Section 1.2 Deliveries by Seller. Section 3.6(c) of the
Agreement is hereby amended and restated in its entirety to read as
follows:

         "The Assignment and Assumption Agreements, duly executed by
         Seller; and the Like-Kind Exchange Acknowledgment, duly executed
         by CDG and 1031 Corp;"

                  Section 1.3 Deliveries by Buyer. Section 3.7(b) of the
Agreement is hereby amended and restated in its entirety to read as
follows:

         "The Assignment and Assumption Agreements and the Like-Kind
         Exchange Acknowledgment, in each case, duly executed by Buyer;"

                  Section 1.4 Relationship of the Agreement and the Related
Purchase Agreements. Section 3.9 of the Agreement is hereby amended and
restated in its entirety to read as follows:

         "The transactions contemplated by this Agreement, together with
         the transactions contemplated by the DP&L Related Purchase
         Agreement, are intended by the Parties to be consummated
         substantially simultaneously; and if any of the transactions
         contemplated hereby or by the DP&L Related Purchase Agreement are
         not consummated simultaneously on the Closing Date in accordance
         with the terms and subject to the conditions set forth herein and
         in the DP&L Related Purchase Agreement, as applicable, then each
         Party shall take, or cause to be taken, all actions, and do, or
         cause to be done, all things, in each case, that are necessary to
         dissolve and invalidate all transactions contemplated hereby and
         thereby; provided, however, that if the failure to consummate the
         transactions contemplated hereby or thereby results from a default
         or breach of a Party under this Agreement or under the DP&L
         Related Purchase Agreement, then nothing in the foregoing shall
         preclude or limit the rights or remedies of any Party in
         connection with such default or breach."

                  Section 1.5 Certain Closing Conditions.

                           (a) Section 7.1(j) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Buyer); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                           (b) Section 7.2(i) of the Agreement is hereby
amended and restated in its entirety to read as follows:

         "The DP&L Related Purchase Agreement shall be in full force and
         effect and the valid and binding obligation of each Party thereto
         (other than Seller); and all conditions to the obligations of all
         Parties to the DP&L Related Purchase Agreement to consummate the
         transactions contemplated thereby shall have been satisfied or, to
         the extent permitted by applicable Law, waived."

                  Section 1.6  Certain Termination Provisions.  Section 9.1(b)
of the Agreement is hereby amended and restated in its entirety to read as
follows:

         "This Agreement may be terminated by Seller, on the one hand, or
         Buyer, on the other hand, upon written notice to the other Party,
         (i) at any time prior to the Closing if any court of competent
         jurisdiction shall have issued an order, judgment or decree
         permanently restraining, enjoining or otherwise prohibiting the
         Closing, and such order, judgment or decree shall have become
         final and nonappealable; (ii) at any time prior to the Closing if
         any Law shall have been enacted or issued by any Governmental
         Authority which, directly or indirectly, prohibits the
         consummation of the transactions contemplated by this Agreement,
         the DP&L Related Purchase Agreement or any Additional Agreement;
         or (iii) at any time after October 31, 2001, if the Closing shall
         not have occurred on or before such date; provided, however, that
         the right to terminate this Agreement under this Section
         9.1(b)(iii) shall not be available to any Party whose breach of
         this Agreement has caused, or resulted in, the failure of the
         Closing to occur on or before such date."

                                 ARTICLE II

                 Release, Waiver and Additional Provisions

                  Section 2.1  Release and Waiver of Claims Against Seller
Parties.

                           (a) Buyer and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Seller and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Seller
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all claims, demands, debts,
losses, costs, expenses, proceedings, judgments, damages, actions, causes
of action, suits, contracts, agreements, obligations, accounts and
liabilities of any kind or character whatsoever, known or unknown,
suspected or unsuspected, in contract or in tort, at law or in equity
("Claims"), that the Buyer or any of its Affiliates alone or with any other
Person had, now has, or might hereafter have against the Seller Parties or
any of them jointly and/or severally, for or by reason of any matter,
circumstance, event, action, omission, cause or thing whatsoever occurring
or existing on or before the date of this Amendment, arising under,
relating to or in connection with the Agreement (or any of the Exhibits or
Schedules thereto) and which are set forth in Schedule 2.1 to this
Amendment.

                           (b) Buyer hereby represents and warrants to
Seller that, as of the date of this Amendment, to Buyer's knowledge, Buyer
does not have any Claims against any Seller Party, other than as set forth
in Schedule 2.1 to this Amendment, which Claims have been released and
waived pursuant to Section 2.1(a).

                  Section 2.2   Release and Waiver of Claims Against Buyer
Parties.

                           (a) Seller and each of its Affiliates hereby
unconditionally and irrevocably releases, acquits and forever discharges
Buyer and its Affiliates, shareholders, officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Buyer
Parties"), effective as of the date hereof, of and from, and hereby
unconditionally and irrevocably waives, any and all Claims, that the Seller
or any of its Affiliates alone or with any other Person had, now has, or
might hereafter have against the Buyer Parties or any of them jointly
and/or severally, for or by reason of any matter, circumstance, event,
action, omission, cause or thing whatsoever occurring or existing on or
before the date of this Amendment, arising under, relating to or in
connection with the Agreement (or any of the Exhibits or Schedules thereto)
and which are set forth in Schedule 2.2 to this Amendment.

                           (b) Seller hereby represents and warrants to
Buyer that, as of the date of this Amendment, to Seller's knowledge, Seller
does not have any Claims against any Buyer Party, other than as set forth
in Schedule 2.2 to this Amendment, which Claims have been released and
waived pursuant to Section 2.2(a).

                  Section 2.3 Disclosed Matters. Pursuant to Section 6.6 of
the Agreement, Buyer and Seller hereby acknowledge and agree that the
supplemental or amended disclosure set forth in the Schedules to the
Agreement being delivered by Seller to Buyer contemporaneously with this
Amendment and dated as of the date hereof shall, for purposes of the
Agreement, as amended hereby, including for purposes of determining whether
the conditions to Closing set forth in Article VII of the Agreement are
satisfied, be deemed to have been disclosed as of January 18, 2000.

                  Section 2.4 Closing. Pursuant to Section 3.1 of the
Agreement, the Parties hereby agree that, notwithstanding any provision of
the Agreement to the contrary, the Parties intend that the Closing shall
occur on June 22, 2001, subject to the satisfaction or waiver of the
conditions precedent to the Closing set forth therein, as amended hereby.

                                ARTICLE III

                          Miscellaneous Provisions

                  Section 3.1 Amendment and Modification. Subject to
applicable Law, this Amendment may be amended, supplemented or otherwise
modified only by written agreement entered into by all Parties.

                  Section 3.2 Waiver of Compliance; Consents. To the extent
permitted by applicable Law, any failure of any of the Parties to comply
with any covenant, agreement or condition set forth herein may be waived by
the Party entitled to the benefit thereof only by a written instrument
signed by such Party, but any such waiver shall not operate as a waiver of,
or estoppel with respect to, any prior or subsequent failure to comply
therewith.

                  Section 3.3  Notices.  All notices and other communications
hereunder shall be in writing and shall be given in accordance with Section
10.8 of the Agreement.

                           Section 3.4 Assignment. This Amendment shall be
binding upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, but neither this Amendment nor any of the
rights, interests, obligations or remedies hereunder shall be assigned by
any Party hereto, including by operation of law, without the prior written
consent of the other Parties, nor is this Amendment intended to confer upon
any other Person any rights, interests, obligations or remedies hereunder.
Without limiting the generality of the foregoing, no provision of this
Amendment shall create any third-party beneficiary rights in any Employee
or former employee of Seller (including any beneficiary or dependent
thereof) in respect of continued employment or resumed employment, and no
provision of this Amendment shall create any rights in any such Persons in
respect of any benefits that may be provided, directly or indirectly, under
any employee benefit plan or arrangement except as expressly provided for
thereunder. Notwithstanding the foregoing, (i) Seller may assign all or any
portion of its rights, interests, obligations and remedies hereunder to
Conectiv, a Delaware corporation, or any of Conectiv's wholly owned
subsidiaries; provided, however, that no such assignment shall (A)
materially impair or delay the consummation of the transactions
contemplated hereby or by the Agreement or (B) relieve or discharge Seller
from any of its obligations hereunder or under the Agreement; and (ii)
Buyer may assign all or any portion of its rights, interests, obligations
and remedies hereunder to (A) any of its wholly owned subsidiaries or (B) a
trustee, lending institution or other Person solely for purposes of
financing the transactions contemplated hereby; provided, however, that no
such assignment shall (A) materially impair or delay the consummation of
the transactions contemplated hereby or by the Agreement or (B) relieve or
discharge Buyer from any of its obligations hereunder or under the
Agreement.

                  Section 3.5 Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Delaware (without giving effect to conflicts of law principles) as to all
matters, including validity, construction, effect, performance and
remedies. Venue in any and all suits, actions and proceedings related to
the subject matter of this Amendment shall be in the state and federal
courts located in and for the State of Delaware (the "Courts"), which shall
have exclusive jurisdiction for such purpose, and the Parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and
irrevocably waive the defense of an inconvenient forum to the maintenance
of any such suit, action or proceeding. Service of process may be made in
any manner recognized by such Courts. Each of the Parties hereby
irrevocably waives its right to a jury trial arising out of any dispute in
connection with this Amendment or the transactions contemplated hereby.

                  Section 3.6 Counterparts. This Amendment may be executed
in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  Section 3.7 Interpretation. The article and section
headings contained in this Amendment are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in
any way affect the meaning or construction of this Amendment. Ambiguities
and uncertainties in the wording of this Amendment shall not be construed
for or against any Party, but shall be construed in the manner that most
accurately reflects the Parties' intent as of the date of this Amendment.
Each Party acknowledges that it has been represented by counsel in
connection with the review and execution of this Amendment, and,
accordingly, there shall be no presumption that this Amendment or any
provision hereof be construed against the Party that drafted this
Amendment.

                  Section 3.8 Effect; Entire Agreement. Except as
amended, supplemented or otherwise modified by this Amendment, the
Agreement shall remain in full force and effect, and the valid and binding
obligation of each Party. The Agreement, as amended hereby (including the
Schedules and Exhibits thereto), together with the Confidentiality
Agreement, the DP&L Related Purchase Agreement, as amended, and the ACE
Related Purchase Agreements, as amended, embody the entire agreement and
understanding of the Parties hereto and thereto in respect of the
transactions contemplated by the Agreement, as amended hereby, the
Additional Agreements, DP&L Related Purchase Agreement, as amended, and the
ACE Related Purchase Agreements, as amended, and supersedes all prior
agreements and understandings between or among the Parties with respect to
the transactions contemplated hereby or thereby.

                          [Signature Page Follows]

                  IN WITNESS WHEREOF, the Parties have caused this
Amendment to be duly executed and delivered as of the date and year first
written above.

                                    DELMARVA POWER & LIGHT COMPANY

                                    By:  /s/ Philip S. Reese
                                       --------------------------------------
                                          Philip S. Reese
                                          Vice President and Treasurer

                                    NRG ENERGY, INC.

                                    By:  /s/ David H. Peterson
                                       --------------------------------------
                                           David H. Peterson
                                           Chairman, President and CEO

                                               (DP&L JOINTLY OWNED STATIONS)

                                                                  EXHBIT 99.1

[GRAPHIC OMITTED]

June 25 2001
Contacts:Ted Caddell, Public Affairs; 302-283-5811
Bob Marshall, Investor Relations; 302-429-3164

                   CONECTIV ANNOUNCES SALE OF BASE-LOAD PLANTS TO NRG
                New Mid-Merit Generation and Power Purchase Agreements
                Ensure Reliability

WILMINGTON, Del. - Conectiv (NYSE:CIV) today announced its Delmarva Power &
Light Company subsidiary has completed the sale of approximately 1,081
megawatts of baseload coal-fired generation to subsidiaries of NRG Energy.

As part of its strategic focus on the 'mid-merit' generation market in the
mid-Atlantic region, Conectiv will retain approximately 2,000 megawatts of
mid-merit and peaking generation in the PJM power pool. The company is
driving forward to establish a market leading position in the mid-merit
segment, with the goal of adding a total of 4,000 megawatts of mid-merit
generation by 2004. Conectiv's mid-merit power plants come on line quickly
and produce electricity when demand is high, and can be stopped quickly
when demand drops.

Delmarva Power entered into both short- and long-term purchase power
contracts with NRG to provide energy and capacity for the Delmarva
Peninsula.

In addition to the retention of 2,000 megawatts of mid-merit generation,
the company is currently well into a $300 million, 550 megawatt expansion
of the Hay Road plant. The first combustion turbine at that plant, which
will produce 116 megawatts, began commercial operation in early June.

"Our decision to concentrate on mid-merit plants, such as the Hay Road
expansion project, coupled with the power purchase arrangements we have put
in place all mean one thing for Conectiv customers - a steady and reliable
supply of electricity into the future," according to Conectiv President Tom
Shaw.

The sales announced today cover the Indian River Power Plant near
Millsboro, Del.; the Vienna Power Plant near Vienna, Md., and minority
interests in the Keystone and Conemaugh coal-fired plants in Pennsylvania.
Excluding inventory adjustments andother items, Conectiv received
approximately $630 million in cash for the plants. An after-tax gain of
approximately $170 million to $175 million is expected to be recognized in
Conectiv's second quarter 2001 earnings as a result of the sales. Proceeds
are expected to be used to repay debt and to fund Conectiv's mid-merit
construction program.

                                   (more)

As previously announced, Delmarva Power and Atlantic City Electric, also a
Conectiv subsidiary, entered into purchase and sale agreements with NRG in
January 2000 for the sale of approximately 1,900 megawatts of generation
assets, including the 1,081 sold to NRG. Consummation of the sales is
conditioned upon, among other things, receipt of required regulatory
approvals. Because the parties have not yet received the required approval
of the New Jersey Board of Public Utilities for Atlantic City Electric's
generation assets, those sales were not consummated simultaneously with the
Delmarva Power assets, as originally contemplated by Conectiv and NRG.
Subject to receipt of the New Jersey Board of Public Utilities approval,
Conectiv expects the sale of certain Atlantic City Electric assets to take
place during 2001.

In connection with the sale of the Delmarva Power assets, Conectiv and NRG
amended the purchase and agreements, among other reasons, to permit
separate closings of the sales of the Delmarva Power and Atlantic City
Electric assets.

                                   #####

Conectiv, a Fortune 500 company headquartered in Wilmington, DE, is focused
on two core energy businesses. Conectiv Power Delivery provides safe,
reliable, and affordable energy service to more than one million customers
in New Jersey, Delaware, Maryland, and Virginia. Conectiv Energy uses a
sophisticated power-trading unit to optimize the value of a growing
portfolio of mid-merit power plants that can start and stop quickly in
response to changes in the demand for power within the PJM
[Pennsylvania-New Jersey-Maryland] power pool.

FORWARD-LOOKING STATEMENTS

         The Private Securities Litigation Reform Act of 1995 (the
"Litigation Reform Act") provides a "safe harbor" for forward-looking
statements to encourage such disclosures without the threat of litigation,
provided those statements are identified as forward-looking and are
accompanied by meaningful, cautionary statements identifying important
factors that could cause the actual results to differ materially from those
projected in the statement. Forward-looking statements have been made in
this Press Release. Such statements are based on beliefs of Conectiv's (the
"Company's") management ("Management") as well as assumptions made by and
information currently available to Management. When used herein, the words
"will," "anticipate," "estimate," "expect," "objective," and similar
expressions are intended to identify forward-looking statements. In
addition to any assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors that could cause
actual results to differ materially from those contemplated in any
forward-looking statements include, among others, the following:
deregulation of energy supply and telecommunications; the unbundling of
delivery services; an increasingly competitive energy and
telecommunications marketplace; results of any asset dispositions; sales
retention and growth; federal and state regulatory actions; future
litigation results; cost of construction; operating restrictions; increased
costs and construction delays attributable to environmental regulations;
nuclear decommissioning and the availability of reprocessing and storage
facilities for spent nuclear fuel; and credit market concerns. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The foregoing list of factors pursuant to the Litigation Reform
Act should not be construed as exhaustive or as an admission regarding the
adequacy of disclosures made prior to the effective date of the Litigation
Reform Act.
                           ###www.conectiv.com##

                                                               EXHIBIT 99.2

DELMARVA POWER & LIGHT COMPANY PRO FORMA FINANCIAL STATEMENTS -
GENERATION ASSET SALE AND TRANSFER

BACKGROUND

In 1999, the electric utility business of Delmarva Power & Light Company
(DPL) was restructured pursuant to legislation enacted in Delaware and
Maryland and orders issued by the Delaware Public Service Commission (DPSC)
and Maryland Public Service Commission (MPSC). The restructuring of DPL's
electric utility business is discussed in DPL's 2000 Annual Report on Form
10-K in Notes 1, 7, 8, and 13 to the Consolidated Financial Statements,
included in Item 8 of Part II, and "Electric Utility Industry
Restructuring," within Management's Discussion and Analysis of Financial
Condition and Results of Operations (MD&A), included in Item 7 of Part II.

Conectiv is realigning the mix of electric generating plants owned by its
subsidiaries in connection with electric utility industry restructuring and
its "mid-merit" electric generation strategy. Effective July 1, 2000, DPL
contributed to Conectiv at net book value electric generating plants with
1,501 megawatts of capacity. Then, Conectiv transferred the electric
generating plants to a subsidiary of Conectiv Energy Holding Company (CEH).
CEH and its subsidiaries are engaged in non-regulated electricity
production and sales, energy trading, and marketing.

During 1999 and 2000, DPL entered into agreements to sell its nuclear and
non-strategic baseload fossil fuel-fired electric generating plants. On
December 29, 2000, DPL sold its ownership interests in nuclear electric
generating plants. As of March 31, 2001, all of the electric generating
plants of DPL were subject to agreements for sale and had 954 megawatts of
capacity and a net book value of $254.3 million. Pursuant to the agreements
for sale, these generating plants were sold on June 22, 2001 for
approximately $518 million, including preliminary adjustments for
inventories.

DESCRIPTION OF PRO FORMA FINANCIAL INFORMATION

The following Consolidated Financial Statements for DPL are filed with this
Exhibit:

   o    Unaudited Pro Forma Consolidated Balance Sheet at March 31, 2001,
        and

   o    Unaudited Pro Forma Consolidated Statements of Income for the Three
        Months Ended March 31, 2001 and for the Year Ended December 31,
        2000.

The following major assumptions were made in preparing these Pro Forma
Consolidated Financial Statements:

   o    For purposes of the Pro Forma Consolidated Balance Sheet, the sale
        of certain electric generation plants of DPL were assumed to occur
        as of March 31, 2001.

   o    For purposes of the pro forma Consolidated Statements of Income,
        the sale and transfer described above were assumed to occur as of
        the beginning of the period. As a result, expenses related to
        generation assets assumed to be sold or transferred were
        eliminated.

   o    The contribution of certain electric generating plants of DPL to
        Conectiv was assumed to be at net book value, on a non-taxable
        basis.

   o    Replacement energy and capacity were assumed to be purchased from
        the PJM Interconnection, L.L.C. (PJM). The energy costs were based
        on an hourly PJM Locational Marginal Price (LMP) and the capacity
        costs were based on average PJM capacity rates.

   o    Revenues during 2000, from selling to the nuclear plant purchasers
        the electricity from DPL's interests in nuclear plants, were
        eliminated due to the assumed sale of the nuclear power plants at
        the beginning of the year.

   o    For the Pro Forma Consolidated Statement of Income for 2000,
        revenues earned from plants contributed to Conectiv on July 1, 2000
        were assumed to not have been earned, since the plants were assumed
        to have been transferred at the beginning of the year.

   o    For the portion of 2000 that the electricity supply operations of
        DPL in Maryland were still subject to regulation (January 1 through
        June 30, 2000) customer rates were assumed to be adjusted to remove
        amounts for a return on generation rate base and to add amounts for
        recovery of replacement power costs.

   o    The proceeds from the sale of the electric generation plants of DPL
        were assumed to be used to repay long-term debt, after considering
        expected debt retirement costs and tax payments on the gain on the
        sale.

   o    The net pro forma gain from the sale of DPL's electric generation
        plants was credited to retained earnings.

   o    An effective tax rate of 40% was utilized to calculate the income
        tax effects of adjustments to the Pro Forma Consolidated Statements
        of Income.

These Pro Forma Consolidated Financial Statements have been prepared for
comparative purposes only and do not purport to be indicative of operations
or financial condition which would have actually resulted if the sale and
transfer of generation assets or other related transactions occurred on the
dates of the periods presented, or which may result in the future. Further,
these Pro Forma Consolidated Financial Statements have been prepared using
information available at the date of this filing. As a result, certain
amounts indicated herein are preliminary in nature and, therefore, will be
subject to adjustment in the future.

DESCRIPTION OF PRO FORMA ADJUSTMENTS

The Unaudited Pro Forma Consolidated Statements of Income and Consolidated
Balance Sheet filed with this Exhibit reflect the following adjustments:

Adjustments to the Consolidated Statements of Income:

1. A net increase in "Electric fuel and purchased energy and capacity"
primarily because the cost increase from DPL purchasing all energy and
capacity requirements to meet its retail load exceeded the cost decrease
from no longer purchasing fuel for the electric generating units sold and
the electric generating units contributed to Conectiv.

2. Decreases in other operating expenses as a result of the sale of the
electric generating plants of DPL.

3. A decrease in "Interest charges" as a result of retirement of long-term
debt after the sale of the electric generating plants of DPL.

4. For the Pro Forma Consolidated Statement of Income for 2000, a net
decrease in "Electric" revenues mainly due to no revenues from (i) the
electric generating plants which were contributed to Conectiv and (ii)
selling to the nuclear plant purchasers the electricity from DPL's
interests in nuclear plants. Also, for the portion of 2000 that the
electricity supply operations of DPL in Maryland were still subject to
regulation (January 1 through June 30, 2000) customer rates were assumed to
be adjusted to remove amounts for a return on generation rate base and to
add amounts for recovery of replacement power costs.

Adjustments to the Consolidated Balance Sheet:

1. A net increase to "Cash and cash equivalents" primarily as a result of
net proceeds received from the sale of electric generating plants, less
cash used for the retirement of certain debt issues.

2. A decrease to "Fuel" and "Materials and supplies" inventories,
"Property, plant and equipment," "Accumulated Depreciation," "Construction
work-in-progress," and "Other deferred charges," as a result of the sale of
electric generating plants.

3. An increase to "Taxes accrued" because the taxable gain on the sale of
electric generating plants causes additional income taxes to be payable.

4. Decreases to "Deferred income taxes, net," "Deferred investment tax
credits," and "Other Deferred Credits and Other Liabilities," as a result
of the sale of electric generating plants.

5. Net increase to "Retained Earnings" as a result of an expected net gain
from the sale of electric generating plants.

6. Decrease to "Long-term debt" due to assumed repayment of long-term debt
with the net sales proceeds expected to be available after debt retirement
costs and tax payments on the gain on the sale of the electric generating
plants.

                       DELMARVA POWER & LIGHT COMPANY
           UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME
                     THREE MONTHS ENDED MARCH 31, 2001
----------------   ----------------     ---------------
                                                                        Reported          Adjustments          Pro Forma
                                                                     ----------------   ----------------     ---------------
                                                                     (Dollars in Thousands)
OPERATING REVENUES
Electric                                                                $260,643                               $260,643
    Gas                                                                      102,535                                102,535
    Other services                                                             5,744                                  5,744
                                                                     ----------------   ----------------     ---------------
                                                                             368,922                                368,922
                                                                     ----------------   ----------------     ---------------
OPERATING EXPENSES
    Electric fuel and purchased energy and capacity                          139,963             27,338 (1)         167,301
    Gas purchased                                                             79,731                                 79,731
    Other services' cost of sales                                              5,354                                  5,354
    Operation and maintenance                                                 26,673             (6,459)(2)          20,214
    Depreciation and amortization                                             26,643             (5,966)(2)          20,677
    Taxes other than income taxes                                              8,953               (125)(2)           8,828
                                                                     ----------------   ----------------     ---------------
                                                                             287,317             14,788             302,105
                                                                     ----------------   ----------------     ---------------
OPERATING INCOME                                                              81,605            (14,788)             66,817
                                                                     ----------------   ----------------     ---------------

OTHER INCOME                                                                   3,149                                  3,149
                                                                     ----------------   ----------------     ---------------

INTEREST EXPENSE
    Interest charges                                                          17,758             (6,638)(3)          11,120
    Allowance for borrowed funds used during
       construction and capitalized interest                                    (162)                                  (162)
                                                                     ----------------   ----------------     ---------------
                                                                              17,596             (6,638)             10,958
                                                                     ----------------   ----------------     ---------------

PREFERRED DIVIDEND REQUIREMENT ON
    PREFERRED SECURITIES OF A SUBSIDIARY TRUST                                 1,422                                  1,422
                                                                     ----------------   ----------------     ---------------

INCOME BEFORE INCOME TAXES                                                    65,736             (8,150)             57,586

INCOME TAXES                                                                  26,803             (3,260)             23,543
                                                                     ----------------   ----------------     ---------------

NET INCOME                                                                    38,933             (4,890)             34,043

DIVIDENDS ON PREFERRED STOCK                                                   1,300                  -               1,300
                                                                     ----------------   ----------------     ---------------

EARNINGS APPLICABLE TO COMMON STOCK                                         $ 37,633           $ (4,890)           $ 32,743
                                                                     ================   ================     ===============
DELMARVA POWER & LIGHT COMPANY
           UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF INCOME
                        YEAR ENDED DECEMBER 31, 2000
----------------   ----------------     ---------------
                                                                        Reported          Adjustments          Pro Forma
                                                                     ----------------   ----------------     ---------------
                                                                     (Dollars in Thousands)
OPERATING REVENUES
Electric                                                              $1,452,575            (88,341)(4)      $1,364,234
    Gas                                                                      616,352                                616,352
    Other services                                                            28,751                                 28,751
                                                                     ----------------   ----------------     ---------------
                                                                           2,097,678            (88,341)          2,009,337
                                                                     ----------------   ----------------     ---------------
OPERATING EXPENSES
    Electric fuel and purchased energy and capacity                          814,995             94,263 (1)         909,258
    Gas purchased                                                            566,752                                566,752
    Other services' cost of sales                                             23,815                                 23,815
    Gain on sale of interest in nuclear plants                               (16,612)                               (16,612)
    Operation and maintenance                                                255,072            (82,666)(2)         172,406
    Depreciation and amortization                                            112,532            (33,214)(2)          79,318
    Taxes other than income taxes                                             40,402             (1,521)(2)          38,881
                                                                     ----------------   ----------------     ---------------
                                                                           1,796,956            (23,138)          1,773,818
                                                                     ----------------   ----------------     ---------------
OPERATING INCOME                                                             300,722            (65,203)            235,519
                                                                     ----------------   ----------------     ---------------

OTHER INCOME                                                                   5,394                                  5,394
                                                                     ----------------   ----------------     ---------------

INTEREST EXPENSE
    Interest charges                                                          78,022            (26,551)(3)          51,471
    Allowance for borrowed funds used during
       construction and capitalized interest                                    (919)                                  (919)
                                                                     ----------------   ----------------     ---------------
                                                                              77,103            (26,551)             50,552
                                                                     ----------------   ----------------     ---------------

PREFERRED DIVIDEND REQUIREMENT ON
    PREFERRED SECURITIES OF A SUBSIDIARY TRUST                                 5,687                                  5,687
                                                                     ----------------   ----------------     ---------------

INCOME BEFORE INCOME TAXES                                                   223,326            (38,652)            184,674

INCOME TAXES                                                                  81,510            (15,461)             66,049
                                                                     ----------------   ----------------     ---------------

NET INCOME                                                                   141,816            (23,191)            118,625

DIVIDENDS ON PREFERRED STOCK                                                   4,945                  -               4,945
                                                                     ----------------   ----------------     ---------------

EARNINGS APPLICABLE TO COMMON STOCK                                        $ 136,871          $ (23,191)          $ 113,680
                                                                     ================   ================     ===============
DELMARVA POWER & LIGHT COMPANY
              UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
                               MARCH 31, 2001
-------------------  --------------------    -------------------
                                                               Reported             Adjustments              Pro Forma
                                                          -------------------  ---------------------   --------------------
                                                                              (Dollars in Thousands)
                           ASSETS

     Current Assets
Cash and cash equivalents                       $    11,160           142,949 (1)                    $ 154,109
           Accounts receivable, net of allowances of
                $16,021                                        254,636                                            254,636
           Investment in Conectiv money pool                   166,038                                            166,038
           Inventories, at average costs
               Fuel (coal, oil and gas )                        15,680           (10,289) (2)                       5,391
               Materials and supplies                           24,133            (3,315) (2)                      20,818
           Prepayments                                          25,546                                             25,546
           Deferred energy supply costs                         21,199                                             21,199
                                                          ------------          -------------                   ----------
                                                               518,392           129,345                          647,737
                                                          ------------          -------------                   ----------

     Investments                                                 6,168                                              6,168
                                                          ------------          ------------                    ----------

     Property, Plant and Equipment
           Electric generation                                 617,744          (617,077) (2)                         667
           Electric transmission and distribution            1,479,954            (6,490) (2)                   1,473,464
           Gas transmission and distribution                   281,241                                            281,241
           Other electric and gas facilities                   183,008                                            183,008
           Other property, plant and equipment                   5,463                                              5,463
                                                          ------------          -------------                  -----------
                                                             2,567,410          (623,567)                       1,943,843
           Less : Accumulated depreciation                   1,108,944          (370,673) (2)                     738,271
                                                          ------------          -------------                  -----------
           Net plant in service                              1,458,466          (252,894)                       1,205,572
           Construction work-in-progress                        64,193              (961) (2)                      63,232
           Goodwill, net                                        67,416                                             67,416
                                                          ------------          -------------                  -----------
                                                             1,590,075          (253,855)                       1,336,220
                                                          ------------          -------------                  ------------

     Deferred Charges and Other Assets
           Recoverable stranded costs, net                      25,576                                             25,576
           Deferred recoverable income taxes                    70,444                                             70,444
           Prepaid employee benefits costs                     177,774                                            177,774
           Unamortized debt expense                             10,411                                             10,411
           Deferred debt refinancing costs                       7,864                                              7,864
           Other                                                21,996           (13,819) (2)                       8,177
                                                          ------------          -------------                  -----------
                                                               314,065           (13,819)                         300,246
                                                          ------------          -------------                  -----------

     Total Assets                                          $ 2,428,700         $(138,329)                      $ 2,290,371
                                                          ============         ==============                  ===========
DELMARVA POWER & LIGHT COMPANY
              UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS
                               MARCH 31,2001
-------------------  --------------     ----------------
                                                                        Reported         Adjustments          Pro Forma
                                                                   -------------------  --------------     ----------------
                                                                                     (Dollars in Thousands)

                       CAPITALIZATION AND LIABILITIES

           Current Liabilities
Long-term debt due within one year                                2,253                                2,253
              Variable rate demand bonds                                      104,830                              104,830
              Accounts payable                                                156,157                              156,157
              Accounts payable to affiliated companies                         11,194                               11,194
              Taxes accrued                                                    46,746         134,257 (3)          181,003
              Interest accrued                                                 22,509                               22,509
              Dividends payable                                                 6,503                                6,503
              Current capital lease obligation                                    115                                  115
              Above-market purchased energy contracts
                 and other electric restructuring liabilities                  16,351                               16,351
              Deferred income taxes, net                                        2,586                                2,586
              Other                                                            28,847                               28,847
                                                                   -------------------  --------------     ----------------
                                                                              398,091         134,257              532,348
                                                                   -------------------  --------------     ----------------

           Deferred Credits and Other Liabilities
              Deferred income taxes, net                                      343,303         (46,363)(4)          296,940
              Deferred investment tax credits                                  19,949          (4,270)(4)           15,679
              Long term capital lease obligation                                  841                                  841
              Above-market purchased energy contracts
                 and other electric restructuring liabilities                  78,984                               78,984
              Other                                                            12,618          (2,092)(4)           10,526
                                                                   -------------------  --------------     ----------------
                                                                              455,695         (52,725)             402,970
                                                                   -------------------  --------------     ----------------

           Capitalization
              Common stock, $2.25 par value;  1,000,000 shares authorized;
                 1,000 shares outstanding                                           2                                    2
              Additional paid-in-capital                                      212,612                              212,612
              Retained earnings                                               289,538         138,932 (5)          428,470
                                                                   -------------------  --------------     ----------------
                  Total common stockholder's equity                           502,152         138,932              641,084
              Preferred stock not subject to mandatory redemption              89,703                               89,703
              Preferred securities of subsidiary trust subject to
                 mandatory redemption                                          70,000                               70,000
              Long-term debt                                                  913,059        (358,793)(6)          554,266
                                                                   -------------------  --------------     ----------------
                                                                            1,574,914        (219,861)           1,355,053
                                                                   -------------------  --------------     ----------------

           Total Capitalization and Liabilities                           $ 2,428,700      $ (138,329)         $ 2,290,371
                                                                   ===================  ==============     ================