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                                     08234
Executive Offices)                                    (Zip Code)

                      Atlantic City Electric Company
                    401K Savings and Investment Plan-A

                      Atlantic City Electric Company
                    401K Savings and Investment Plan-B

                         (Full title of the plans)

                               M. J. Barron
                Vice President and Chief Financial Officer
                           6801 Black Horse Pike
                   Egg Harbor Township, New Jersey 08234
                              (609) 645-4411
    (Telephone number, including area code of agent of service)

It is respectfully requested that the Commission send copies of
all notices, orders and communications to:

                   Joseph J. Devine, Esq.
         MESIROV GELMAN JAFFE CRAMER AND JAMIESON
                   1735 Market Street
              Philadelphia, PA 19103-7598

 
<PAGE>
                      CALCULATION OF REGISTRATION FEE

Title of         Amount     Proposed  Proposed   Amount of
Securities to    to be      maximum   maximum    Registration
be registered    registered offering  aggregate      Fee
                            price per  offering
                            share (3)  price (3)

Atlantic Energy,
Inc, Common Stock
no par value (1) 12,500 shares $17.875  $223,437.50 $  77.09


Atlantic Energy,
Inc, Common Stock
no par value (2) 12,500 shares $17.875 $223,437.50 $  77.09

Participation in
Atlantic City
Electric Company
401K Savings
and Investment Plans
A & B              (4)       (5)        (5)         (5)

         (1)  There are registered hereby 12,500 shares of Common
Stock of Atlantic Energy, Inc. which may be acquired pursuant to
the Atlantic City Electric Company 401K Savings and Investment
Plan-A.

         (2)  There are registered hereby 12,500 shares of Common
Stock of Atlantic Energy, Inc. which may be acquired pursuant to
the Atlantic City Electric Company 401K Savings and Investment
Plan-B.

         (3)  Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based upon the average of the high and
low prices reported on the New York Stock Exchange (Composite
Transactions) on September 5, 1996.

         (4)  In addition, pursuant to Rule 416 (c) under the
Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein.

         (5) Not applicable.

<PAGE>
                                  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)  The Atlantic City Electric Company 401K Savings and
         Investment Plan-A's Annual Report on Form 11-K for the
         fiscal year ended December 31, 1995.

         (c)  The Atlantic City Electric Company 401K Savings and
         Investment Plan-B's Annual Report on Form 11-K for the
         fiscal year ended December 31, 1995.

         (d)  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 Form 8-K dated February 23, 1996;

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

         (iv) The Company's Form 8-K dated May 29, 1996;

         (v)  The Company's Form 8-K dated June 25, 1996;

         (vi) The Company's Form 8-K dated July 25, 1996;

         (vii)     The Company's Form 8-K dated August 13, 1996;

         (viii) The Company's Form 10-Q for the quarter ended June
              30, 1996;

         (e)  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.
<PAGE>
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       Incorporated by reference
                   Incorporation of Atlantic     to File No. 1-9760, Form
                   Energy, Inc.                  10-Q for quarter ended
                                                 September 30, 1987.

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

4(iii)             By-Laws of Atlantic           Incorporated by reference
                   Energy, Inc., as amended      to File No. 1-9760, Form
                   July 13, 1995.                10-Q for quarter ended
                                                 June 30, 1995
                                                 Exhibit 3b(2)

4 (iv)             Atlantic City Electric        Filed herewith.
                   Company 401K Savings and
                   Investment Plan-A, as
                   amended, dated April 1, 1995
                   and January 1, 1996.

4 (v )             Atlantic City Electric        Filed herewith.
                   Company 401K Savings and
                   Investment Plan-B, as
                   amended, dated April 1, 1995
                   and January 1, 1996.

23                 Independent Auditors'         Filed herewith.
                   Consent

24                 Powers of Attorney            Filed herewith.

              An opinion of counsel is not being filed because the
securities being registered are not original issuance securities,
and the Registrant undertakes to submit the Plan and any
amendments thereto to the Internal Revenue Service in order to
secure a determination letter in a timely manner and will make
all changes required by the Internal Revenue Service in order to
qualify the Plan under Section 401 of the Internal Revenue Code.

<PAGE>
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 registration 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 therein, 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 9th day of
September, 1996.

         Atlantic Energy, Inc.

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

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

         Signature

(i)      Principal Executive Officer

By:      /s/ J.L. Jacobs                     Date: September 9, 1996
            (J.L. Jacobs)

Title:   Chairman, Chief Executive Officer
                   and Director

By:      /s/ M. J. Barron                   Date: September 9, 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*                      Michael J. Chesser

By:      /s/ M. J. Barron                   Date: September 9, 1996
            (M. J. Barron)
              Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit
plan) have duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Township of Egg Harbor, State of New Jersey, on September 9,
1996.    

                                      Atlantic City Electric Company
                                  401k Savings and Investment Plans A & B

                         By:     /s/ M. J. Barron                  
                                     M. J. Barron, Chairman,
                             Benefits/Trusts Investment Committee 
 
                   
                                   ****<PAGE>
                               EXHIBIT INDEX

Exhibit
Number       Description                    Method of Filing

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

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

4(iii)        By-Laws of Atlantic           Incorporated by reference
              Energy, Inc., as amended      to File No. 1-9760, Form
              July 13, 1995                 10-Q for quarter ended
                                            June 30, 1995
                                            Exhibit 3b(2)

4 (iv)        Atlantic City Electric        Filed herewith.
              Company 401K Savings and
              Investment Plan-A, as
              amended, dated April 1, 1995
               and January 1, 1996.

4 (v)         Atlantic City Electric        Filed herewith.
              Company 401K Savings and
              Investment Plan-B, as
              amended, dated April 1, 1995
              and January 1, 1996.

23            Independent Auditors'         Filed herewith.
                   Consent

24            Powers of Attorney            Filed herewith.
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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                                     08234
Executive Offices)                                    (Zip Code)

                      Atlantic City Electric Company
                    401K Savings and Investment Plan-A

                      Atlantic City Electric Company
                    401K Savings and Investment Plan-B

                         (Full title of the plans)

                               M. J. Barron
                Vice President and Chief Financial Officer
                           6801 Black Horse Pike
                   Egg Harbor Township, New Jersey 08234
                              (609) 645-4411
    (Telephone number, including area code of agent of service)

It is respectfully requested that the Commission send copies of
all notices, orders and communications to:

                   Joseph J. Devine, Esq.
         MESIROV GELMAN JAFFE CRAMER AND JAMIESON
                   1735 Market Street
              Philadelphia, PA 19103-7598
CALCULATION OF REGISTRATION FEE

Title of         Amount     Proposed  Proposed   Amount of
Securities to    to be      maximum   maximum    Registration
be registered    registered offering  aggregate      Fee
                            price per  offering
                            share (3)  price (3)

Atlantic Energy,
Inc, Common Stock
no par value (1) 12,500 shares $17.875  $223,437.50 $  77.09

Atlantic Energy,
Inc, Common Stock
no par value (2) 12,500 shares $17.875 $223,437.50 $  77.09

Participation in
Atlantic City
Electric Company
401K Savings
and Investment Plans
A & B              (4)       (5)        (5)         (5)

         (1)  There are registered hereby 12,500 shares of Common
Stock of Atlantic Energy, Inc. which may be acquired pursuant to
the Atlantic City Electric Company 401K Savings and Investment
Plan-A.

         (2)  There are registered hereby 12,500 shares of Common
Stock of Atlantic Energy, Inc. which may be acquired pursuant to
the Atlantic City Electric Company 401K Savings and Investment
Plan-B.

         (3)  Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based upon the average of the high and
low prices reported on the New York Stock Exchange (Composite
Transactions) on September 5, 1996.

         (4)  In addition, pursuant to Rule 416 (c) under the
Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein.

         (5) Not applicable.
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)  The Atlantic City Electric Company 401K Savings and
         Investment Plan-A's Annual Report on Form 11-K for the
         fiscal year ended December 31, 1995.

         (c)  The Atlantic City Electric Company 401K Savings and
         Investment Plan-B's Annual Report on Form 11-K for the
         fiscal year ended December 31, 1995.

         (d)  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 Form 8-K dated February 23, 1996;

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

         (iv) The Company's Form 8-K dated May 29, 1996;

         (v)  The Company's Form 8-K dated June 25, 1996;

         (vi) The Company's Form 8-K dated July 25, 1996;

         (vii)     The Company's Form 8-K dated August 13, 1996;

         (viii) The Company's Form 10-Q for the quarter ended June
              30, 1996;

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

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

4(iii)             By-Laws of Atlantic           Incorporated by reference
                   Energy, Inc., as amended      to File No. 1-9760, Form
                   July 13, 1995.                10-Q for quarter ended
                                                 June 30, 1995
                                                 Exhibit 3b(2)

4 (iv)             Atlantic City Electric        Filed herewith.
                   Company 401K Savings and
                   Investment Plan-A, as
                   amended, dated April 1, 1995
                   and January 1, 1996.

4 (v )             Atlantic City Electric        Filed herewith.
                   Company 401K Savings and
                   Investment Plan-B, as
                   amended, dated April 1, 1995
                   and January 1, 1996.

23                 Independent Auditors'         Filed herewith.
                   Consent

24                 Powers of Attorney            Filed herewith.

              An opinion of counsel is not being filed because the
securities being registered are not original issuance securities,
and the Registrant undertakes to submit the Plan and any
amendments thereto to the Internal Revenue Service in order to
secure a determination letter in a timely manner and will make
all changes required by the Internal Revenue Service in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
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 registration 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 therein, 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 9th day of
September, 1996.

         Atlantic Energy, Inc.

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

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

         Signature

(i)      Principal Executive Officer

By:      /s/ J.L. Jacobs                     Date: September 9, 1996
            (J.L. Jacobs)

Title:   Chairman, Chief Executive Officer
                   and Director

By:      /s/ M. J. Barron                   Date: September 9, 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*                      Michael J. Chesser

By:      /s/ M. J. Barron                   Date: September 9, 1996
            (M. J. Barron)
              Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit
plan) have duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Township of Egg Harbor, State of New Jersey, on September 9,
1996.    

                                      Atlantic City Electric Company
                                  401k Savings and Investment Plans A & B

                         By:     /s/ M. J. Barron                  
                                     M. J. Barron, Chairman,
                             Benefits/Trusts Investment Committee 
 
                   
                                   ****
EXHIBIT INDEX

Exhibit
Number       Description                    Method of Filing

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

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

4(iii)        By-Laws of Atlantic           Incorporated by reference
              Energy, Inc., as amended      to File No. 1-9760, Form
              July 13, 1995                 10-Q for quarter ended
                                            June 30, 1995
                                            Exhibit 3b(2)

4 (iv)        Atlantic City Electric        Filed herewith.
              Company 401K Savings and
              Investment Plan-A, as
              amended, dated April 1, 1995
               and January 1, 1996.

4 (v)         Atlantic City Electric        Filed herewith.
              Company 401K Savings and
              Investment Plan-B, as
              amended, dated April 1, 1995
              and January 1, 1996.

23            Independent Auditors'         Filed herewith.
                   Consent

24            Powers of Attorney            Filed herewith.