Registration No. 33-            
                                                                    

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                                       
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                                                       
                                     
                           ATLANTIC ENERGY, INC.
          (Exact name of registrant as specified in its charter)

New Jersey                                                         22-2871471
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                            Identification No.)

6801 Black Horse Pike
Egg Harbor Township, New Jersey
(Address of Principal                                                   08232
Executive Offices)                                                 (Zip Code)

                  Atlantic Energy, Inc. and Subsidiaries
                       Employee Stock Purchase Plan
                         (Full Title of the Plan)
                                     
                         J.E. Franklin II, Esquire
                           6801 Black Horse Pike
                Egg Harbor Township, New Jersey  08234-4130
                              (609) 645-4420
        (Telephone number, including area code of agent of service)
                                     
      It is respectfully requested that the Commission send copies of
                all notices, order and communications to:  
                                     
                         Joseph J. Devine, Esquire
                  Mesirov Gelman Jaffe Cramer & Jamieson
                            1735 Market Street
                  Philadelphia, Pennsylvania  19103-7598
                                     
Calculation of Registration Fee
                                                                        




Title of
Securities 
  to be
Registered




Amount  
to be
Registered 



Proposed
Maximum
Offering
Price Per
Share*      



Proposed
Maximum
Aggregate
Offering
Price*     


Amount of
Registr-
ation Fee


Common Stock
400,000
$ 18.00
$7,200,000
$ 2,483

                                                                        
                                                                    
*Estimated solely for the purpose of computing the registration
fee, based upon the average of the high and low prices reported on
the New York Stock Exchange (Composite Transactions) on July 2,
1996 in accordance with Rule 457(c) under the 
Securities Act of 1933, as amended.  

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Atlantic Energy, Inc., a New
Jersey corporation (the "Company" or the "Registrant"), are
incorporated herein by reference:  

(a)   The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.  

(b)   All other reports filed by the Company with the Commission
since December 31, 1995 pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "1934 Act"), including the following:

  (i)  The Company's definitive Proxy Statement dated March 15,
       1996 in connection with the Company's Annual Meeting of
       Shareholders;

  (ii) The Company's Forms 8-K dated February 23, 1996 and
       May 29, 1996;

  (iii)   The Company's Form 10-Q for the quarter ended 
       March 31, 1996.

(c)   The description of the Company's common stock to be offered
hereby which is contained in the registration statement filed under
Section 12 of the 1934 Act, including any amendments or reports
filed for the purpose of updating such description.

    All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent
to the date of filing this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all of
the securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the
date of the filing of such documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

    Inapplicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Inapplicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Directors and officers of the Company may be indemnified against
expenses and liabilities incurred by them under certain
circumstances pursuant to Article VI of the By-Laws of the Company,
which are filed as an exhibit to this Registration Statement and
pursuant to Section 14A:3-5 of the New Jersey Business Corporation
Act.  

    The Company has insurance policies under which its directors and
officers are insured against certain liabilities that may be
incurred by them in their capacities as such.  

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Inapplicable.  

Item 8.   The following exhibits are filed herewith or incorporated
herein by reference, and are part of this Registration Statement:  




Exhibit
Number

Description

Method of Filing


4(i)
Restated Certificate of
Incorporation of Atlantic
Energy, Inc.
Incorporated by reference to
File No. 1-9760, Form 10-Q
for quarter ended September
30, 1987.  


4(ii)
Certificate of Amendment
to the Restated
Certificate of
Incorporation of Atlantic
Energy, Inc., filed April
30, 1992
Incorporated by reference to
File No. 33-53511, Form S-8
dated May 6, 1994, 
[Exhibit No. 3b(ii).]


4(iii)
By-Laws of Atlantic
Energy, Inc., as amended
July 13, 1995
Incorporated by reference to
File No. 1-9760, Form 10-Q
for quarter ended June 30,
1995.  [Exhibit 3b(i).] 


4(iv)
Atlantic Energy, Inc. and
Subsidiaries Employee
Stock Purchase Plan
Filed herewith.


5
Opinion of J.E. Franklin,
II, 
Vice President, Secretary
and General Counsel to the
Company
Filed herewith.  


23(a)
Independent Auditors'
Consent
Filed herewith.  


23(b)
Consent of J.E. Franklin,
II
Incorporated in Exhibit 5
above.


24
Powers of Attorney
Filed herewith.  

Item 9.  UNDERTAKINGS

    A. Rule 415 Offering

    The undersigned Registrant hereby undertakes:  

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

       (i)     to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;  

       (ii)    to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement; and 

       (iii)   to include any material information with respect to
the plan of distribution not previously disclosed in the registra-
tion statement or any material change in such information in the
registration statement; 

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.  

    (2)   That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.  

    (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.  

    B. Filings Incorporating Subsequent Exchange Documents by
       Reference

       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.  

    C.    Filing of Registration Statement on Form S-8

       Insofar as indemnification for the liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
Indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.  
<PAGE>
                                 SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Township of
Egg Harbor, the State of New Jersey, on the 8th day of July, 1996. 


                         ATLANTIC ENERGY, INC. 

                         By:   /s/ J. L. Jacobs                   
                              J. L. Jacobs, Chairman and 
                              Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated.

    Signature

(i)  Principal Executive Officer


By:  /s/ J. L. Jacobs              Date:  July 8, 1996
         J. L. Jacobs

Title: Chairman of the Board and 
       Chief Executive Officer

(ii)  Principal Financial and Accounting Officer


By:     /s/ M. J. Barron                Date:  July 8, 1996
            M. J. Barron

Title:       Vice President and Chief Financial Officer

(iii)  A Majority of the Directors:  

    Gerald A. Hale*
    Matthew Holden, Jr.*
    Cyrus H. Holley*
    J.L. Jacobs*
    Kathleen MacDonnell*
    Richard B. McGlynn*
    Bernard J. Morgan*
    Harold J. Raveche*


By:     /s/ J. E. Franklin, II          Date:  July 8, 1996
    J. E. Franklin, II, Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11695}]
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Registration No. 33-            
                                                                    

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                                       
                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                                                       
                                     
                           ATLANTIC ENERGY, INC.
          (Exact name of registrant as specified in its charter)

New Jersey                                                         22-2871471
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                            Identification No.)

6801 Black Horse Pike
Egg Harbor Township, New Jersey
(Address of Principal                                                   08232
Executive Offices)                                                 (Zip Code)

                  Atlantic Energy, Inc. and Subsidiaries
                       Employee Stock Purchase Plan
                         (Full Title of the Plan)
                                     
                         J.E. Franklin II, Esquire
                           6801 Black Horse Pike
                Egg Harbor Township, New Jersey  08234-4130
                              (609) 645-4420
        (Telephone number, including area code of agent of service)
                                     
      It is respectfully requested that the Commission send copies of
                all notices, order and communications to:  
                                     
                         Joseph J. Devine, Esquire
                  Mesirov Gelman Jaffe Cramer & Jamieson
                            1735 Market Street
                  Philadelphia, Pennsylvania  19103-7598
                                     
Calculation of Registration Fee
                                                                        

Title of
Securities 
  to be
Registered

Amount  
to be
Registered 

Proposed
Maximum
Offering
Price Per
Share*      

Proposed
Maximum
Aggregate
Offering
Price*     

Amount of
Registr-
ation Fee

Common Stock
400,000
$ 18.00
$7,200,000
$ 2,483

                                                                        
                                                                    
*Estimated solely for the purpose of computing the registration
fee, based upon the average of the high and low prices reported on
the New York Stock Exchange (Composite Transactions) on July 2,
1996 in accordance with Rule 457(c) under the 
Securities Act of 1933, as amended.  

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Atlantic Energy, Inc., a New
Jersey corporation (the "Company" or the "Registrant"), are
incorporated herein by reference:  

(a)   The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.  

(b)   All other reports filed by the Company with the Commission
since December 31, 1995 pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "1934 Act"), including the following:

  (i)  The Company's definitive Proxy Statement dated March 15,
       1996 in connection with the Company's Annual Meeting of
       Shareholders;

  (ii) The Company's Forms 8-K dated February 23, 1996 and
       May 29, 1996;

  (iii)   The Company's Form 10-Q for the quarter ended 
       March 31, 1996.

(c)   The description of the Company's common stock to be offered
hereby which is contained in the registration statement filed under
Section 12 of the 1934 Act, including any amendments or reports
filed for the purpose of updating such description.

    All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent
to the date of filing this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all of
the securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the
date of the filing of such documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

    Inapplicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Inapplicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Directors and officers of the Company may be indemnified against
expenses and liabilities incurred by them under certain
circumstances pursuant to Article VI of the By-Laws of the Company,
which are filed as an exhibit to this Registration Statement and
pursuant to Section 14A:3-5 of the New Jersey Business Corporation
Act.  

    The Company has insurance policies under which its directors and
officers are insured against certain liabilities that may be
incurred by them in their capacities as such.  

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Inapplicable.  

Item 8.   The following exhibits are filed herewith or incorporated
herein by reference, and are part of this Registration Statement:  

Exhibit
Number

Description

Method of Filing

4(i)
Restated Certificate of
Incorporation of Atlantic
Energy, Inc.
Incorporated by reference to
File No. 1-9760, Form 10-Q
for quarter ended September
30, 1987.  

4(ii)
Certificate of Amendment
to the Restated
Certificate of
Incorporation of Atlantic
Energy, Inc., filed April
30, 1992
Incorporated by reference to
File No. 33-53511, Form S-8
dated May 6, 1994, 
[Exhibit No. 3b(ii).]

4(iii)
By-Laws of Atlantic
Energy, Inc., as amended
July 13, 1995
Incorporated by reference to
File No. 1-9760, Form 10-Q
for quarter ended June 30,
1995.  [Exhibit 3b(i).] 

4(iv)
Atlantic Energy, Inc. and
Subsidiaries Employee
Stock Purchase Plan
Filed herewith.

5
Opinion of J.E. Franklin,
II, 
Vice President, Secretary
and General Counsel to the
Company
Filed herewith.  

23(a)
Independent Auditors'
Consent
Filed herewith.  

23(b)
Consent of J.E. Franklin,
II
Incorporated in Exhibit 5
above.

24
Powers of Attorney
Filed herewith.  

Item 9.  UNDERTAKINGS

    A. Rule 415 Offering

    The undersigned Registrant hereby undertakes:  

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

       (i)     to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;  

       (ii)    to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement; and 

       (iii)   to include any material information with respect to
the plan of distribution not previously disclosed in the registra-
tion statement or any material change in such information in the
registration statement; 

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.  

    (2)   That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.  

    (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.  

    B. Filings Incorporating Subsequent Exchange Documents by
       Reference

       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.  

    C.    Filing of Registration Statement on Form S-8

       Insofar as indemnification for the liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
Indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Township of
Egg Harbor, the State of New Jersey, on the 8th day of July, 1996. 

                         ATLANTIC ENERGY, INC. 

                         By:   /s/ J. L. Jacobs                   
                              J. L. Jacobs, Chairman and 
                              Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated.

    Signature

(i)  Principal Executive Officer

By:  /s/ J. L. Jacobs              Date:  July 8, 1996
         J. L. Jacobs

Title: Chairman of the Board and 
       Chief Executive Officer

(ii)  Principal Financial and Accounting Officer

By:     /s/ M. J. Barron                Date:  July 8, 1996
            M. J. Barron

Title:       Vice President and Chief Financial Officer

(iii)  A Majority of the Directors:  

    Gerald A. Hale*
    Matthew Holden, Jr.*
    Cyrus H. Holley*
    J.L. Jacobs*
    Kathleen MacDonnell*
    Richard B. McGlynn*
    Bernard J. Morgan*
    Harold J. Raveche*

By:     /s/ J. E. Franklin, II          Date:  July 8, 1996
    J. E. Franklin, II, Attorney-in-Fact