<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q




/X/  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF   THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended              September 30, 1997	
                               ------------------------------------

Commission file number     1-1405

                         Delmarva Power & Light Company
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   Delaware and Virginia                                      51-0084283
 -------------------------                                --------------------
 (States of incorporation)                                 (I.R.S. Employer
                                                           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         302-429-3527
                                                              ------------

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

	Yes     X		No 	
             -------                -------

Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.

             Class                        Outstanding at September 30, 1997
   -----------------------------          ---------------------------------
   Common Stock, $2.25 par value                  61,207,261 Shares




<PAGE>
                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------

                               Table of Contents
                               -----------------

                                                                  Page No.
                                                                  --------

Part I.    Financial Information:

	Consolidated Balance Sheets as of September 30, 1997
        and December 31, 1996                                         1-2

	Consolidated Statements of Income for the three and
        nine months ended September 30, 1997 and 1996                   3

	Consolidated Statements of Cash Flows for the
        nine months ended September 30, 1997 and 1996                   4

        Notes to Consolidated Financial Statements                    5-9

	Management's Discussion and Analysis of Financial
        Condition and Results of Operations                         10-19

Part II.   Other Information and Signature                          20-26


                                       i
<PAGE>
                         PART I.  FINANCIAL INFORMATION

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                September 30,     December 31,
                                                    1997             1996
                                                -------------     ------------
                                                 (Unaudited)
                   ASSETS
                   ------
<S>                                              <C>               <C>
CURRENT ASSETS
   Cash and cash equivalents                          $32,831          $36,533
   Accounts receivable                                178,475          142,431
   Inventories, at average cost:
     Fuel (coal, oil, and gas)                         35,804           36,584
     Materials and supplies                            42,591           41,292
   Prepayments                                          9,868           20,233
   Deferred energy costs                               22,156           31,127
                                                -------------     ------------
                                                      321,725          308,200
                                                -------------     ------------
NONUTILITY PROPERTY AND INVESTMENTS
   Nonutility property, net                           107,016           63,023
   Investment in leveraged leases                      46,483           46,961
   Funds held by trustee                               38,511           34,735
   Other investments                                    8,481            4,155
                                                -------------     ------------
                                                      200,491          148,874
                                                -------------     ------------
UTILITY PLANT, AT ORIGINAL COST
   Electric                                         3,070,022        3,037,830
   Gas                                                238,868          229,362
   Common                                             153,649          136,897
                                                -------------     ------------
                                                    3,462,539        3,404,089
   Less:  Accumulated depreciation                  1,341,536        1,292,325
                                                -------------     ------------
   Net utility plant in service                     2,121,003        2,111,764
   Construction work-in-progress                       84,245          118,208
   Leased nuclear fuel, at amortized cost              32,798           31,513
                                                -------------     ------------
                                                    2,238,046        2,261,485
                                                -------------     ------------
DEFERRED CHARGES AND OTHER ASSETS
   Prepaid employee benefit costs                      47,568           35,146
   Unamortized debt expense                            13,479           13,858
   Deferred debt refinancing costs                     19,412           21,366
   Deferred recoverable income taxes                  127,294          137,561
   Other                                               63,514           52,663
                                                -------------     ------------
                                                      271,267          260,594
                                                -------------     ------------
TOTAL ASSETS                                       $3,031,529       $2,979,153
                                                =============     ============
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                     - 1 -
<PAGE>

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                September 30,     December 31,
                                                    1997             1996
                                                -------------     ------------
                                                 (Unaudited)
      CAPITALIZATION AND LIABILITIES
      ------------------------------
<S>                                             <C>               <C>
CURRENT LIABILITIES
   Short-term debt                                    $78,383          $74,355
   Long-term debt due within one year                  27,801           27,676
   Variable rate demand bonds                          83,500           85,000
   Accounts payable                                    80,110           81,628
   Taxes accrued                                       10,095            -
   Interest accrued                                    22,981           16,193
   Dividends declared                                  23,787           23,265
   Current capital lease obligation                    12,714           12,598
   Deferred income taxes, net                           4,684            7,276
   Other                                               32,936           31,489
                                                -------------     ------------
                                                      376,991          359,480
                                                -------------     ------------
DEFERRED CREDITS AND OTHER LIABILITIES
   Deferred income taxes, net                         522,112          526,449
   Deferred investment tax credits                     40,582           42,501
   Long-term capital lease obligation                  21,740           20,552
   Other                                               31,184           31,522
                                                -------------     ------------
                                                      615,618          621,024
                                                -------------     ------------
CAPITALIZATION
   Common stock, $2.25 par value; 90,000,000
     shares authorized; shares outstanding:
     1997--61,207,261, 1996--60,682,719               139,104          136,765
   Additional paid-in capital                         525,833          508,300
   Retained earnings                                  302,897          293,604
                                                -------------     ------------
                                                      967,834          938,669
   Treasury shares, at cost:
     1997--616,788 shares, 1996--101,831 shares       (11,639)          (2,138)
   Unearned compensation                                 (323)          (1,618)
                                                -------------     ------------
     Total common stockholders' equity                955,872          934,913
   Cumulative preferred stock                          89,703           89,703
   Company obligated mandatorily redeemable
     preferred securities of subsidiary trust
     holding solely Company debentures                 70,000           70,000
   Long-term debt                                     923,345          904,033
                                                -------------     ------------
                                                    2,038,920        1,998,649
                                                -------------     ------------
TOTAL CAPITALIZATION AND LIABILITIES               $3,031,529       $2,979,153
                                                =============     ============
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                     - 2 -

<PAGE>
                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                       CONSOLIDATED STATEMENTS OF INCOME
                             (Dollars in Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                     Three Months Ended             Nine Months Ended
                                                        September 30                   September 30
                                                ------------------------      -------------------------
                                                     1997           1996            1997           1996
                                                ---------      ---------      ----------      ---------
<S>                                             <C>            <C>            <C>             <C>
OPERATING REVENUES
 Electric                                        $332,391       $279,025        $841,362       $756,559
 Gas                                               39,315         13,852         127,731         82,164
 Other services                                    28,796         15,463          88,456         46,019
                                                ---------      ---------      ----------      ---------
                                                  400,502        308,340       1,057,549        884,742
                                                ---------      ---------      ----------      ---------
OPERATING EXPENSES
 Electric fuel and purchased energy               128,411         90,768         317,351        244,593
 Gas purchased                                     32,246          7,280          90,430         43,844
 Purchased electric capacity                        6,980          8,194          20,936         25,147
 Operation and maintenance                        103,143         83,170         299,111        243,800
 Depreciation                                      34,291         31,910         101,807         95,218
 Taxes other than income taxes                      9,922          9,482          27,879         26,668
                                                ---------      ---------      ----------      ---------
                                                  314,993        230,804         857,514        679,270
                                                ---------      ---------      ----------      ---------
OPERATING INCOME                                   85,509         77,536         200,035        205,472
                                                ---------      ---------      ----------      ---------
OTHER INCOME
 Allowance for equity funds used
  during construction                                 -              293             -              774
 Other income                                       2,021          1,587           5,000          4,531
                                                ---------      ---------      ----------      ---------
                                                    2,021          1,880           5,000          5,305
                                                ---------      ---------      ----------      ---------
INTEREST EXPENSE
 Interest charges                                  20,932         18,607          62,450         55,387
 Allowance for borrowed funds used during
  construction and capitalized interest              (791)          (868)         (3,027)        (2,317)
                                                ---------      ---------      ----------      ---------
                                                   20,141         17,739          59,423         53,070
                                                ---------      ---------      ----------      ---------
DIVIDENDS ON PREFERRED SECURITIES
 OF A SUBSIDIARY TRUST                              1,422            -             4,266            -
                                                ---------      ---------      ----------      ---------
INCOME BEFORE INCOME TAXES                         65,967         61,677         141,346        157,707

INCOME TAXES                                       26,556         24,642          58,145         63,204
                                                ---------      ---------      ----------      ---------
NET INCOME                                         39,411         37,035          83,201         94,503

DIVIDENDS ON PREFERRED STOCK                        1,092          2,430           3,391          7,293
                                                ---------      ---------      ----------      ---------
EARNINGS APPLICABLE TO COMMON STOCK               $38,319        $34,605         $79,810        $87,210
                                                =========      =========      ==========      =========
COMMON STOCK
 Average shares outstanding (000)                  61,247         60,667          61,093         60,709
 Earnings per average share                         $0.63          $0.57           $1.31          $1.44
 Dividends declared per share                   $0.38 1/2      $0.38 1/2       $1.15 1/2      $1.15 1/2
</TABLE>


See accompanying Notes to Consolidated Financial Statements.



                                                                  -3-
<PAGE>
                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                    Nine Months Ended
                                                                       September 30
                                                                 ------------------------
                                                                  1997            1996
                                                                ---------       ---------
<S>                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                     $83,201         $94,503
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Depreciation and amortization                                106,269          99,291
    Investment tax credit adjustments, net                        (1,919)         (1,920)
    Deferred income taxes, net                                     3,338          20,293
    Net change in:
      Accounts receivable                                        (33,771)         (3,864)
      Inventories                                                   (123)           (693)
      Accounts payable                                            (2,614)        (13,362)
      Other current assets & liabilities                          35,559          (6,488)
  Other, net                                                      (7,631)        (10,097)
                                                                ---------       ---------
  Net cash provided by operating activities                      182,309         177,663
                                                                ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital and acquisition expenditures                          (135,179)       (110,304)
  Decrease in bond proceeds held in trust funds                    1,225           5,526
  Deposits to nuclear decommissioning trust funds                 (3,180)         (2,825)
  Other, net                                                         220          (1,655)
                                                                ---------       ---------
  Net cash used by investing activities                         (136,914)       (109,258)
                                                                ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Dividends:       Common                                        (70,266)        (69,968)
                   Preferred                                      (3,119)         (7,428)
  Issuances:       Long-term debt                                124,200             -
                   Common stock                                   17,711              50
  Redemptions:     Long-term debt                                (27,256)           (939)
                   Variable rate demand bonds                     (1,500)            -
                   Common stock                                   (7,274)         (4,599)
  Principal portion of capital lease payments                     (4,462)         (4,073)
  Net change in short-term debt                                  (72,972)         18,033
  Cost of issuances and refinancings                              (4,159)           (152)
                                                               ----------       ---------
  Net cash used by financing activities                          (49,097)        (69,076)
                                                               ----------       ---------
  Net change in cash and cash equivalents                         (3,702)           (671)
  Cash and cash equivalents at beginning of period                36,533          28,951
                                                               ----------       ---------
  Cash and cash equivalents at end of period                     $32,831         $28,280
                                                               ==========       =========
</TABLE>

  See accompanying Notes to Consolidated Financial Statements.

                                      -4-

<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  Financial Statement Presentation
    --------------------------------

The consolidated financial statements include the accounts of the Company 
and its wholly-owned subsidiaries.  The statements reflect all adjustments 
necessary in the opinion of the Company for a fair presentation of interim 
results.  They should be read in conjunction with the Company's 1996 Annual 
Report to Stockholders and Part II of this Report on Form 10-Q for
additional relevant information.

Certain reclassifications, not affecting net income, have been made to 
conform amounts reported for the three- and nine-month periods ended 
September 30, 1996 to the current presentation.  Primarily, the operating 
results of nonutility subsidiaries were reclassified from "Other income"
into other classifications within the income statement.  Revenues from 
"Other services" includes revenues of the nonutility subsidiaries and
revenues from the parent company's nonutility activities.  Refer to
"Nonutility Business" on page I-3 of the Company's 1996 report on Form 10-K
for additional information concerning these activities.


2. Pending Merger with Atlantic
   ----------------------------

As previously reported in Note 4 to the Consolidated Financial Statements 
of the Company's 1996 Annual Stockholders' Report, on August 12, 1996, the
Company announced plans to merge with Atlantic Energy, Inc. (Atlantic).  

Regulatory Approvals and Base Rate Decreases
--------------------------------------------

Regulatory approvals of the planned merger have been obtained from the 
Federal Energy Regulatory Commission, Delaware Public Service Commission 
(DPSC), Maryland Public Service Commission (MPSC), Virginia State 
Corporation Commission (VSCC), and Pennsylvania Public Utility Commission.  
The Company has merger applications pending before the New Jersey Board of 
Public Utilities, the Nuclear Regulatory Commission, and the Securities and 
Exchange Commission.  The Company expects to obtain approval of these 
applications by year-end or early 1998.

Under the merger approval settlement agreements with the DPSC, MPSC, and 
VSCC, the Company will reduce retail base rates in order to share with 
utility customers a portion (ranging from approximately 50% to 60%) of the 
cost savings expected to result from the merger.  The annualized amounts of 
the retail base rate decreases are as follows:


                                      -5-


<PAGE>
                           Annualized Base
 Jurisdiction              Rate Decrease        Effective Date
 ------------------------  -------------------  ------------------------------
 Delaware retail electric  $7.5 million (1.5%)  merger date
 Delaware retail electric  $0.6 million (0.1%)  one year after the merger date
 Delaware retail electric  $0.4 million (0.1%)  two years after the merger date
 Delaware gas              $0.5 million (0.5%)  two years after the merger date
 Maryland retail electric  $3.5 million (1.3%)  merger date
 Virginia retail electric  $0.4 million (1.5%)  merger date

In addition, the Company will contribute $340,000 per year to certain
economic development and societal programs in Maryland for three years after
the merger.

Enhanced Retirement Offer
-------------------------

On June 26, 1997, the Company and Atlantic announced that enhanced 
retirement offers (ERO) and other employee separation programs are expected 
to be utilized to achieve workforce reductions concurrent with the merger 
of the two companies.  The ERO and other employee separation programs are 
contingent on consummation of the merger.  Employee separation costs 
related to Delmarva's employees and employee retraining costs will be
expensed and are estimated to be approximately $30 million to $35 million 
before taxes ($18 million to $21 million after taxes).  The actual cost of 
Delmarva's employee separation plans may vary from the estimate above
depending on the number of employees who choose the ERO.


3.  Debt
    ----

The Company redeemed $25 million of 6 3/8% First Mortgage Bonds at maturity 
in September 1997 through the issuance of short-term debt.

In October 1997, the Company initiated a public offering of up to $75 
million of unsecured Medium-Term Notes.  Through November 12, 1997, the 
Company had issued $22 million of unsecured Medium-Term Notes with 
maturities of 5 to 8 years and interest rates of 6.6% to 6.8%.  The 
proceeds are being used to refinance short-term debt.


4.  Pine Grove Landfill
    -------------------

On October 17, 1997, a subsidiary of the Company signed an agreement for 
the sale of the Pine Grove Landfill and its related waste-hauling company.  
The subsidiaries being sold have a net book value of approximately $13 
million and reported revenues in 1996 of approximately $14 million.  In the 
fourth quarter of 1997, the Company expects to receive gross proceeds from 
the sale of approximately $46 million, of which $13 million will be used to 
pay off debt not assumed by the buyer, resulting in net proceeds of 
approximately $33 million.
    

                                      -6-

<PAGE>
5.  Contingencies
    -------------

Salem Nuclear Generating Station
--------------------------------

The Company owns 7.41% of Salem Nuclear Generating Station (Salem), which 
consists of two pressurized water nuclear reactors operated by Public 
Service Electric & Gas Company (PSE&G).  Salem Units 1 and 2 were removed 
from operation by PSE&G in May 1995 and June 1995, respectively, due to 
operational problems, and maintenance and safety concerns.  Due to 
degradation of a significant number of tubes in the Unit 1 steam 
generators, PSE&G replaced the Unit 1 steam generators.  PSE&G expects that 
fuel loading for Unit 1 will begin by the end of November and Unit 1 will 
return to service in early-1998, subject to approval of the Nuclear 
Regulatory Commission (NRC). 

After receiving NRC authorization, PSE&G returned Unit 2 to service on 
August 30, 1997.  The NRC plans to complete a final performance assessment 
of Unit 2 after approximately two months of full power operations.

On August 26, 1997, the DPSC approved a settlement regarding the ratemaking 
treatment of the Salem replacement power costs.  Under the terms of the 
settlement, approximately one-half of replacement power costs apportioned 
to the Delaware jurisdiction were disallowed from recovery through the fuel 
adjustment rate.  Through August 30, 1997 (the date Unit 2 was restarted), 
this disallowance amounted to approximately $11.3 million which is 
equivalent to approximately $18.4 million on a total system basis.  From 
August 30, 1997 through the restart of Unit 1, an additional disallowance 
of $15,200 per day ($25,000 per day on a system basis) will be incurred 
under the terms of the settlement in Delaware.

In May 1997, the Company settled its lawsuit against PSE&G concerning Salem 
operations.  PSE&G agreed to pay the Company approximately $12 million on 
December 31, 1997, in settlement of all claims related to the lawsuit.  
(For additional information concerning terms of the lawsuit settlement with 
PSE&G, refer to Note 3 to the Company's second quarter 1997 report on Form
10-Q.)  The Company's settlement with Delaware provides that the Company
will retain the first $4.8 million ($8.0 million on a system basis) of 
proceeds from the lawsuit settlement with PSE&G.  The next $2.4 million 
($4.0 million on a system basis) of lawsuit settlement proceeds will 
benefit customers.  

On a system basis, the Company has expensed $12.2 million of replacement 
power costs related to the Salem outage since the start of the outage.  
Based on the restart of Unit 2 and the scheduled restart of Unit 1, amounts 
previously expensed by the Company, the lawsuit settlement with PSE&G, and 
the settlement in Delaware, the Company does not expect future earnings to 
be significantly impacted by the lawsuit settlement or replacement power 
costs disallowed for ratemaking purposes.


                                      -7-

<PAGE>
As previously reported, on February 27, 1996, the co-owners of Salem,
including the Company, filed a complaint in the United States District 
Court for New Jersey against Westinghouse Electric Corporation 
(Westinghouse), the designer and manufacturer of the Salem steam 
generators.  The complaint, which seeks to recover from Westinghouse the 
costs associated with and resulting from the cracks discovered in Salem's
steam generators and with replacing such steam generators, alleges 
violations of federal and New Jersey Racketeer Influenced and Corrupt 
Organizations Acts, fraud, negligent misrepresentation and breach of 
contract.  The estimated replacement cost of such generators is between 
$150 million and $170 million.  On October 1, 1997, Westinghouse filed a 
motion for summary judgment.  The parties are currently briefing the 
summary judgment motion with a decision expected after December 5, 1997.  
No trial date has been set.  The Company cannot predict the outcome of this 
lawsuit.


Environmental Matters
---------------------

The Company is subject to regulation with respect to the environmental 
effects of its operations, including air and water quality control, solid 
and hazardous waste disposal, and limitation on land use by various 
federal, regional, state, and local authorities.  The disposal of Company-
generated hazardous substances can result in costs to clean up facilities 
found to be contaminated due to past disposal practices. Federal and state 
statutes authorize governmental agencies to compel responsible parties to 
clean up certain abandoned or uncontrolled hazardous waste sites. The 
Company is currently a potentially responsible party (PRP) at three federal 
superfund sites and is alleged to be a third-party contributor at three 
other federal superfund sites.  The Company also has two former coal 
gasification sites in Delaware and one former coal gasification site in 
Maryland, each of which is a state superfund site.  There is $2 million 
included in the Company's current liabilities as of December 31, 1996 and
September 30, 1997 for clean-up and other potential costs related to the 
federal and state superfund sites. The Company does not expect such future 
costs to have a material effect on the Company's financial position or 
results of operations.


Nuclear Insurance
-----------------

In the event of an incident at any commercial nuclear power plant in the 
United States, the Company could be assessed for a portion of any third-
party claims associated with the incident. Under the provisions of the 
Price Anderson Act, if third-party claims relating to such an incident 
exceed $200 million (the amount of primary insurance), the Company could be 
assessed up to $23.7 million for such third-party claims. In addition, 
Congress could impose a revenue-raising measure on the nuclear industry to 
pay such claims.


                                      -8-

<PAGE>
The co-owners of Peach Bottom and Salem maintain property insurance
coverage in the aggregate amount of $2.8 billion for each unit for loss or 
damage to the units, including coverage for decontamination expense and 
premature decommissioning. The Company is self-insured, to the extent of 
its ownership interest, for its share of property losses in excess of 
insurance coverages.  Under the terms of the various insurance agreements, 
the Company could be assessed up to $3.7 million in any policy year for 
losses incurred at nuclear plants insured by the insurance companies.

The Company is a member of an industry mutual insurance company, which 
provides replacement power cost coverage in the event of a major accidental 
outage at a nuclear power plant. The premium for this coverage is subject 
to retrospective assessment for adverse loss experience. The Company's 
present maximum share of any assessment is $1.3 million per year.


Other
-----

On February 6, 1997, a major customer of the Company filed a lawsuit in the 
Delaware Superior Court alleging negligence and breach of contract against 
the Company in relation to electric system outages that occurred on March 
28, 1996 and May 14, 1996. The complaint asks for actual damages in excess 
of $41 million and for special and punitive damages in unspecified amounts. 
The Company believes that its insurance will cover any amounts awarded in 
this lawsuit in excess of $1 million for each outage. There is $2 million 
included in the Company's current liabilities as of December 31, 1996 and 
September 30, 1997 for claims related to the outages. The Company cannot 
predict the outcome of this lawsuit.


6.  Supplemental Cash Flow Information
    ----------------------------------
<TABLE>
<CAPTION>
                                  Nine Months Ended
                                    September 30,
                                  -----------------
Cash paid for                      1997      1996
                                  -------   -------
(Dollars in thousands)
  <S>                            <C>        <C>
  Interest, net of amounts
    capitalized                   $50,026   $44,669
  Income taxes, net of refunds    $42,721   $39,226
</TABLE>



                                      -9-


<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ------------------------------------------------

Earnings Summary
----------------

Earnings per share were $0.63 for the three months ended September 30, 1997 
compared to $0.57 for the three months ended September 30, 1996.  The $0.06 
increase in earnings per share was primarily due to higher net electric 
revenues which resulted from warmer summer weather and customer growth.  
Higher capital costs and anticipated cost increases associated with 
investments that are positioning the Company to compete in deregulated 
energy markets constrained the earnings increase.

Earnings per share were $1.31 for the nine months ended September 30, 1997 
compared to $1.44 for the nine months ended September 30, 1996.  The $0.13 
decrease in earnings per share was primarily due to the expected cost 
increases discussed above and milder winter weather in the first quarter 
which lowered sales to residential customers and decreased electric and gas 
revenues, net of fuel costs.  These factors were mitigated by lower outage 
expenses associated with the Salem nuclear generating units and additional 
net electric revenues from warmer summer weather.  Outage costs for the 
Salem nuclear generating units decreased earnings per share by about $0.06 
in the current nine month period compared to a $0.15 per share decrease for 
the same period last year.


Earnings Outlook
----------------

Strategic Investments

As deregulation of the electric industry continues to unfold, the Company 
is moving ahead with its plan to become a prominent regional player by 
being first into new markets that complement its utility business and by 
enhancing its ability to serve additional customers outside its traditional 
borders.  (See "New Business Activities" below.)  To accomplish its
objectives, the Company has been increasing its investments in 
marketing/branding programs, new businesses, and infrastructure systems.  
As a result of these investments, the Company anticipates 1997 and 1998 
earnings per share, excluding any unusual one-time charges or gains, will 
be lower than results for the past two years.  Beyond 1998, the Company 
expects that its investments will yield additional revenues that will 
result in earnings growth which will exceed the industry average.

Atlantic Merger

A portion of the cost savings from the planned merger with Atlantic Energy, 
Inc. (Atlantic) will serve to reduce customers' rates and the balance of
the cost savings will positively impact earnings of the merged company 
(Conectiv).  Pursuant to settlement agreements approving the planned 
merger, the Company will decrease retail customer non-fuel (base) rates by 
an aggregate total of $13 million in Delaware, Maryland, and Virginia.  The 
New Jersey merger application is pending and approval is expected before 
year-end.  

Concurrent with the merger, the Company and Atlantic plan to achieve 
workforce reductions through ERO and other employee separation programs.  
The cost of Delmarva's employee separation programs are currently estimated
to be $30 million to $35 million before income taxes ($18 million to

                                      -10-


<PAGE>
$21 million after income taxes).  The actual cost of Delmarva's employee
separation plans may vary from this estimate depending on the number of
employees who choose the ERO.  Refer to Note 2 to the Consolidated Financial
Statements for additional information concerning the pending merger.

Other Matters 

As previously reported, in August 1996, Old Dominion Electric Cooperative 
(ODEC), the Company's largest resale customer, notified the Company that it
will reduce its load of approximately 200 megawatts (MW) by 60 MW on 
September 1, 1998, and will further reduce its load to zero on September 1, 
2001.  The Company expects to secure a contract for the 60 MW portion of 
ODEC's load; however, lower pricing is expected which would decrease
earnings per share by $0.06 to $0.08 on an annualized basis beginning 
September 1, 1998.

The Company was recently advised by its actuary that the Company's annual
pension cost for 1997 will be lower than previously estimated.  In 
accordance with the Company's accounting policies, the change in estimated
pension cost will be recognized over the remainder of the year.  Operating 
expenses in the fourth quarter will be reduced by approximately $7 million 
($4.2 million after income taxes) due to recording the change in estimated 
pension cost. 

In the fourth quarter, the Company expects to close an agreement for the 
sale of the Pine Grove Landfill and its related waste-hauling company.  The 
subsidiaries being sold have a net book value of approximately $13 million 
and the sale is expected to result in net proceeds of approximately $33
million.


New Business Activities
-----------------------

On June 30, 1997, the Company launched a campaign to introduce the new 
Conectiv brand and Conectiv's products and services.  The campaign explains
that Conectiv will be more than a power company and will offer one-stop 
shopping for energy, telecommunications, heating and cooling, and related 
services for homes and businesses.  This campaign will run through the end 
of the year and has been a key means of acquiring customers in the pilot 
programs discussed below.

The Company recently began successfully participating in several retail 
energy pilot programs.  In the Pennsylvania electric pilot program, 
Conectiv Energy, a division of the Company, signed up more than 27,000 
residential and 5,000 small business customers.  However, the pilot was 
oversubscribed.  After a lottery, Conectiv Energy retained about 7,000 
residential and 700 small business customers.  In Monroe Township, New 
Jersey, Conectiv Energy will begin supplying electricity to 9,680 
residential and 850 commercial and industrial customers this fall.  
Conectiv Energy is the first utility to participate in New Jersey's only
customer choice electric pilot program.  In gas pilot programs, Conectiv 
Energy gained 7,000 customers in suburban Washington, D.C. and 1,100 
customers in Southern New Jersey.

In September 1997, the Company announced that Conectiv Energy and 
Connecticut Energy Corporation formed a joint venture to sell natural gas, 
electricity, fuel oil, and other energy-related products and services in 
New York and New England.


                                      -11-

<PAGE>
The Company's subsidiary, Conectiv Communications, Inc., recently began
testing its fiber optic telecommunications system.  Conectiv Communications 
expects to begin providing local and long distance phone service in 
Delaware and Pennsylvania during the fourth quarter.


Electric Industry Restructuring
-------------------------------

In response to the Delaware House of Representatives initiative (House 
Resolution No. 36), the Delaware Public Service Commission (DPSC), on July 
15, 1997, opened a docket to address possible alternative approaches to 
the restructuring of the electric utility industry in Delaware.  On August 
8, 1997, the DPSC Staff issued its first draft report recommending a four-
year phase-in of full retail choice beginning April 1, 1999.  After 
receiving comments from other parties, the DPSC Staff issued its second 
draft report recommending a three-year phase-in which would start twelve 
months after legislation is passed by the State Legislature.  During the 
three year phase-in, customers would be open to retail choice in equal 
annual installments of one-third per year.  The DPSC Staff recommends that 
a default supplier be established to serve all customers who do not choose 
an alternative supplier and that the default supplier should offer a 
regulated "standard offer" generation price capped throughout the 
transition period at the lower of the generation rate without customer 
choice or the market price for retail generation services.  The DPSC Staff 
recommends that utilities be given the flexibility to deregulate 
generation assets when they choose, on the condition that they provide a 
standard offer for generation service at market prices.  All deregulated 
generation assets must be structurally separated from the utility's 
transmission and distribution (T&D) investments. The DPSC Staff also 
recommended that utilities file with the DPSC revenue-neutral unbundled 
rates separating generation from T&D by two months after any restructuring 
legislation is signed into law, and a comprehensive analysis of market 
power by nine months after the legislation is signed into law.  The 
unbundled rates for T&D would continue to be set on a cost-of-service 
basis.  Further, a utility that demonstrates a significant amount of non-
mitigatable stranded costs should be given the opportunity to recover an 
appropriate portion of those costs through a Market Transition Charge 
(MTC).  In addition, a non-bypassable system benefits charge should be 
established to finance energy efficiency investments and other public 
policy programs at current levels.

Public hearings were held in October.  Comments on the DPSC Staff's second 
draft report were filed on November 4, 1997.  The DPSC Staff expects to 
issue a final draft report by November 21, for consideration by the DPSC 
in December.  The DPSC is scheduled to submit recommendations to the House 
of Representatives by January 31, 1998.

For information concerning electric industry restructuring activities in 
Maryland, refer to Part II, Item 5 in the Company's report on Form 10-Q
for the second quarter of 1997.  The Maryland Public Service Commission is 
expected take action on this matter by year-end.



                                      -12-

Accounting for Deregulation of Utilities
----------------------------------------

Prices charged to electric utility customers have historically been a 
"bundled" price which includes the electricity production cost and the
delivery cost (transmission and distribution).  Various state regulatory 
commissions and legislatures, as well as federal legislators, are 
considering or have approved changes to laws and regulations governing the 
pricing of electricity.  These changes would generally deregulate the 
component of the price charged to a customer for the production of 
electricity.  Under existing plans, the transmission and distribution of 
electricity would continue to be regulated.  The Emerging Issues Task Force 
(EITF), which evaluates accounting issues under the direction of the 
Financial Accounting Standards Board (FASB), was asked to review accounting 
issues related to deregulation of electricity production and continued 
application of Statement of Financial Accounting Standards No. 71, 
"Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71).

Final accounting guidance recently issued by the EITF concluded that a 
utility should cease to apply SFAS No. 71 for the electricity production 
portion of its business no later than the date that a specific 
deregulation plan is enacted.  Stranded costs and regulatory assets 
attributed to electricity production could continue to be recognized to 
the extent that a transition plan provides for their recovery through cash 
flows from the regulated transmission and distribution business.

As discussed above and in previously filed reports on Form 10-K and Form 
10-Q, proposals concerning deregulation of the electric utility industry 
are being considered in Delaware, Maryland, and Virginia (the states which 
have jurisdiction over the Company's retail electric utility business).
However, no electric utility industry deregulation plan has been yet 
agreed to, ordered or legislated in Delaware, Maryland or Virginia.  Thus, 
at this time, the Company cannot predict if or when it would cease 
applying SFAS No. 71, and the related financial impacts of discontinuing 
SFAS No. 71.

Please refer to the information previously disclosed under the caption 
"Competition and the Changing Regulatory Environment" in Management's
Discussion and Analysis of Financial Condition and Results of Operations in 
the Company's 1996 Annual Stockholders' Report for additional information
concerning accounting issues associated with deregulation and competition.



                                      -13-
                                       
<PAGE>
Electric Revenues
-----------------

Details of the changes in the various components of electric revenues for 
the three- and nine-month periods ended September 30, 1997, as compared to 
the same periods in 1996, are shown below (dollars in millions):

<TABLE>
<CAPTION>

                                                Three        Nine
                                                Months      Months
                                                ------      ------
        <S>                                     <C>         <C>
        Non-fuel (Base Rate) Revenues           $11.3       $ 3.6
        Fuel Revenues                             8.5        26.9
        Interchange Delivery Revenues           (12.6)      (22.5)
        Merchant Revenues                        46.2        76.8
                                                ------      ------
           Total                                $53.4       $84.8
                                                ======      ======
</TABLE>

Electric non-fuel revenues increased $11.3 million for the three-month 
period primarily due to warmer summer weather and customer growth.  For the 
nine-month period, the increase in electric non-fuel revenues from the 
warmer summer weather and customer growth was largely offset by the 
unfavorable impact of milder winter weather, resulting in a $3.6 million 
increase.  Total retail electric kilowatt-hour (kWh) sales increased 5.1% 
and 1.6% for the three-month and nine-month periods, respectively.

Electric fuel revenues increased $8.5 million and $26.9 million for the 
three- and nine-month periods, respectively, due to higher retail electric 
fuel rates and higher sales.  Fuel revenues, or electric fuel costs billed 
to customers, generally do not affect net income, since the expense 
recognized as fuel costs is adjusted to match the fuel revenues.  The 
amount of under- or over-recovered fuel costs is deferred until it is 
subsequently recovered from or returned to utility customers.  

Interchange delivery revenues decreased $12.6 million and $22.5 million for 
the three- and nine-month periods, respectively, mainly due to lower output 
available for sale to the Pennsylvania-New Jersey-Maryland Interconnection 
(PJM Interconnection).  Interchange delivery revenues reduce the rates 
charged to customers under fuel adjustment clauses and, thus, generally do 
not affect net income.

Electric merchant revenues, which are not subject to price regulation, 
increased $46.2 million and $76.8 million for the three- and nine-month 
periods, respectively, due to efforts of the Company's new merchant group
to sell power in competitive markets.  The margin provided by electric 
merchant revenues in excess of related energy costs is relatively small due 
to the competitive nature of bulk commodity sales.



                                      -14-

<PAGE>
Gas Revenues
------------

Details of the changes in the various components of gas revenues for the 
three- and nine-month periods ended September 30, 1997, as compared to the 
same periods in 1996, are shown below (dollars in millions):

<TABLE>
<CAPTION>
                                           Three        Nine
                                           Months      Months
                                           ------      ------
        <S>                                <C>         <C>
        Non-fuel (Base Rate) Revenues      $ 0.3       $(1.6)
        Fuel Revenues                        0.4         8.0
        Merchant Revenues                   24.8        39.2
                                           ------      ------
          Total                            $25.5       $45.6
                                           ======      ======

</TABLE>

Gas non-fuel revenues decreased $1.6 million for the nine-month period
primarily due to an 11.7% decline in residential gas sales from milder 
winter weather in the first quarter.  This weather-related sales revenue 
decrease was partly offset by additional sales revenues from a 2.5% 
increase in the average number of gas customers.

Gas fuel revenues increased $0.4 million and $8.0 million for the three- 
and nine-month periods, respectively, due to higher fuel rates.

Gas merchant revenues increased $24.8 million and $39.2 million for the 
three- and nine-month periods, respectively, primarily due to higher off-
system gas sales.  Gas merchant revenues also include fees earned for 
release of pipeline capacity and other services.  Similar to electric 
merchant revenues, the margin provided by gas merchant revenues in excess 
of related purchased gas costs is relatively small due to the competitive 
nature of bulk commodity sales.


Other Services Revenues
-----------------------

Total revenues from "Other services" (as discussed in Note 1 to the
Consolidated Financial Statements) increased from $15.5 million to $28.8 
million for the three-month period, and from $46.0 million to $88.5 million 
for the nine-month period.  These revenue increases were principally due to 
acquisitions, by Conectiv Services, Inc., of companies which provide HVAC 
(heating, ventilation, and air conditioning) and plumbing services.  Lower 
revenues from real estate activities partly offset the revenue increases.  
The companies acquired by Conectiv Services, Inc. are located in Delaware, 
Maryland, and Pennsylvania.  The services marketed by Conectiv Services, 
Inc. will help build customer relationships and brand recognition, and 
influence customers to choose the Company as their energy supplier.

Refer to "Regulatory Matters" in Item 5 of Part II for a discussion of
regulatory issues concerning HVAC and certain other business activities.


                             
                                      -15-
                             
<PAGE>
Electric Fuel and Purchased Energy Expenses
-------------------------------------------

Electric fuel and purchased energy expenses increased $37.6 million and 
$72.8 million for the three- and nine-month periods, respectively, mainly 
due to greater volumes of energy purchased for sale on- and off-system and 
higher deferred energy expenses, partly offset by lower kWh output for 
interchange deliveries.

The kWh output required to serve load within the Company's service
territory is substantially equivalent to total output less interchange 
deliveries.  For the nine months ended September 30, 1997, the Company's 
output for load within its service territory was provided by 36% coal 
generation, 32% net purchased power, 22% oil and gas generation, and 10% 
nuclear generation.


Gas Purchased
-------------

Gas purchased increased $25.0 million for the three-month period and $46.6 
million for the nine-month period mainly due to larger volumes of gas 
purchased for resale off-system.  


Operation and Maintenance Expenses
----------------------------------

Operation and maintenance expenses increased $20.0 million and $55.3 
million for the three- and nine-month periods, respectively.  These 
increases were due to the cost of sales and operating expenses of acquired 
HVAC companies (as discussed under "Other Services Revenues"), advertising
costs to establish the Conectiv brand name, telecommunication start-up 
costs, and other expense increases.  Lower Salem outage expenses and 
decreased cost of sales for subsidiaries' real estate activities reduced
the increases in total operation and maintenance expenses for the three- 
and nine-month periods.


Depreciation Expense
--------------------

Depreciation expense increased $2.4 million and $6.6 million for the
three- and nine-month periods, respectively, due to completion of on-going
construction projects and installation of new systems.  The new systems
support the Company's business unit management information needs and have
also substantially resolved the "year 2000" problem.

Financing Costs
---------------

Financing costs reflected in the consolidated income statement include 
interest charges, allowance for funds used during construction (AFUDC), 
dividends on preferred securities of a subsidiary trust, and dividends on 
preferred stock.  Financing costs increased $2.8 million and $7.5 million 
for the three- and nine-month periods, respectively, mainly due to higher 
interest charges from the issuance of $124.2 million of Medium-Term Notes 
in February 1997.


                                      -16-

<PAGE>
Liquidity and Capital Resources
-------------------------------

Net cash provided by operating activities was $182.3 million for the nine 
months ended September 30, 1997 compared to $177.7 million for the nine 
months ended September 30, 1996.  Higher cash flows attributed to 
increased regulated fuel revenues net of fuel costs were largely offset by 
working capital requirements associated with the Company's electric and
gas merchant businesses.

Capital and acquisition expenditures for the nine-month periods increased 
from $110.3 million to $135.2 million principally due to acquisition of 
HVAC service companies, construction of telecommunication assets, and 
merger-related costs, partly offset by lower utility construction 
expenditures.  Aggregate capital and acquisition expenditures for the HVAC 
service and telecommunication businesses were approximately $38 million 
and are classified as "nonutility property, net" on the consolidated
balance sheet.

In February 1997, the Company issued $124.2 million of unsecured Medium-
Term Notes with maturities of 10 to 30 years and interest rates of 7.06% 
to 7.72%.  The proceeds were used to refinance short-term debt.  The $73.0 
million decrease in short-term debt shown on the Consolidated Statements 
of Cash Flows for the nine months ended September 30, 1997 reflects the 
$124.2 million decrease from the refinancing, partly offset by a $51.2 
million increase for interim financing requirements, including $25.0 
million for redemption of the 6 3/8% First Mortgage Bonds which matured
September 1, 1997.

The balances of long-term debt due within one year were approximately the 
same as of September 30, 1997 and December 31, 1996 since the $25.0 
million decrease from redemption of the 6 3/8% First Mortgage Bonds was 
offset by a $25.0 million increase from the scheduled maturity in June 
1998 of 5.69%, Medium-Term Notes.

On the consolidated balance sheet as of December 31, 1996, $77.0 million 
of short-term debt was reclassified to long-term debt in order to 
recognize the amount of short-term debt which had been refinanced with 
Medium-Term Notes by February 7, 1997.  Thus, balances as of September 30, 
1997 compared to balances as of December 31, 1996 reflect a $47.2 million 
increase in long-term debt and a like decrease in short-term debt for the 
portion of the refinancing which occurred after February 7, 1997.

During the first nine months of 1997, the Company raised $17.7 million by 
issuing shares of common stock through the Dividend Reinvestment and 
Common Share Purchase Plan (DRIP).  In contrast, the Company did not raise 
cash through the DRIP during the first nine months of 1996 since shares 
were purchased in the open market to satisfy the plan's needs.

A shelf registration for $250 million of securities filed by the Company 
with the Securities and Exchange Commission (SEC) became effective May 12, 
1997.  The shelf registration is for the issuance of up to $250 million, 
in the aggregate, of common stock, preferred stock, Medium-Term Notes, and 
First Mortgage Bonds.  The proceeds primarily will be used for financing 
the capital requirements of the Company, including capital and acquisition 
expenditures, and refinancing or redeeming the Company's outstanding long-
and short-term securities. Pursuant to the shelf registration, the Company 
initiated a public offering of up to $75 million of unsecured Medium-Term 
Notes in October and November 1997.


                                      -17-

<PAGE>
In the fourth quarter of 1997, the Company expects to receive
approximately $46 million of gross proceeds from the sale of Pine Grove 
Inc., of which $13 million will be used to pay off debt not assumed by the 
buyer.  The Company also expects to receive in the fourth quarter $12 
million from PSE&G for settlement of the Salem litigation.  Please refer 
to Notes 4 and 5 to the Consolidated Financial Statements for more 
information.


Ratio of Earnings to Fixed Charges
----------------------------------

The Company's ratios of earnings to fixed charges and earnings to fixed 
charges and preferred stock dividends under the SEC Method are shown 
below:
<TABLE>
<CAPTION>

                                  12 Months
                                     Ended
                                  September 30,     Year Ended December 31,
                                                  ----------------------------
                                       1997       1996  1995  1994  1993  1992
                                  -------------   ----  ----  ----  ----  ----
<S>                               <C>             <C>   <C>   <C>   <C>   <C>
Ratio of Earnings to:
  Fixed Charges                        2.88       3.33  3.54  3.49  3.47  3.03
  Fixed Charges, as Adjusted (1)         -          -     -   3.74    -   2.78
  Fixed Charges and Preferred
   Stock Dividends                     2.64       2.83  2.92  2.85  2.88  2.51
  Fixed Charges and Preferred
   Stock Dividends, as Adjusted (1)      -          -     -   3.05    -   2.30
</TABLE>

(1) Adjusted ratios reflect the following pre-tax amounts: for 1994, the
exclusion of an early retirement offer charge of $17.5 million; and for 
1992, the exclusion of the gain from the Company's share of the settlement
reached in a lawsuit of $18.5 million.

Under the SEC Method, earnings, including AFUDC, have been computed by 
adding income taxes and fixed charges to net income.  Fixed charges 
include gross interest expense, the estimated interest component of 
rentals, and dividends on preferred securities of a subsidiary trust.  For 
the ratio of earnings to fixed charges and preferred stock dividends, 
preferred stock dividends represent annualized preferred stock dividend 
requirements multiplied by the ratio that pre-tax income bears to net 
income.


Forward-Looking Statements
--------------------------

The Private Securities Litigation Reform Act of 1995 (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 report.  
Such statements are based on management's beliefs 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

                                      -18-

<PAGE>
following: deregulation and the unbundling of energy supplies and services;
an increasingly competitive energy marketplace; sales retention and growth;
federal and state regulatory actions; costs 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 review of factors
pursuant to the Litigation Reform Act should not be construed as exhaustive
or as any admission regarding the adequacy of disclosures made by the
Company prior to the effective date of the Litigation Reform Act.


                                      -19-

<PAGE>
                           PART II. OTHER INFORMATION
                           --------------------------

Item 1. Legal Proceedings
-------------------------

Refer to "Salem Nuclear Generating Station" in Note 5 to the Consolidated
Financial Statements for information concerning the Company's lawsuit
against Westinghouse Electric Corporation.

Refer to "Other" in Note 5 to the Consolidated Financial Statements for
information concerning a lawsuit filed against the Company by a major 
customer.

On August 18, 1997, the Delaware Department of Natural Resources and 
Environmental Control (DNREC) issued an Administrative Penalty
Assessment of $282,000 against the Company for alleged environmental 
reporting violations at the Hay Road Power Complex (HRPC).  The fine was
assessed in connection with the Company's inability to file complete
quarterly emissions reports in 1995 due to hardware and software problems 
associated with continuous emissions monitors at the HRPC.  The Company 
has appealed the Administrative Penalty Assessment and currently is 
engaged in settlement discussions with DNREC.


Item 5. Other Information
-------------------------

Regulatory Matters
------------------

On May 8, 1997, the MPSC established a procedural schedule for the quasi-
legislative procedures to consider affiliated transactions and affiliate 
standards of conduct of gas and electric utilities.  Initial comments were 
filed by all parties on July 17, 1997.  Reply comments and legislative-type 
hearings occurred in October 1997.  The Company has filed a Cost Accounting 
Manual (CAM) and Code of Conduct (Code) with the DPSC and attached its CAM 
and Code to its comments filed in Maryland on July 17, 1997.  The Company 
believes that its CAM and Code protects trade competitors against any 
unfair competitive advantages that the Company may be perceived to have as 
a result of its regulated utility operations.

As previously reported, the Company filed a CAM and Code in February 1997 
which is under review by the DPSC.  Joint resolutions passed by the 
Delaware General Assembly in mid-1997 provide that during the pendency of 
the case before the DPSC, the Company will:  (1) operate under the CAM and 
Code as filed; (2) not acquire any new energy services businesses in 
Delaware, nor increase the number of Delaware employees working for energy 
services businesses beyond a certain number; (3) allow the DPSC to examine 
the books and records of the Company's affiliates; and (4) give 20 days
notice prior to completing any acquisitions of new affiliates in excess of 
$50,000.  The legislation directs the DPSC to complete its review of the 
CAM and Code on or before February 1, 1998.


                                     
                                      -20-
                                     
<PAGE>
Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

Exhibits
--------

Exhibit 12-A, Computation of Ratio of Earnings to Fixed Charges

Exhibit 12-B, Computation of Ratio of Earnings to Fixed Charges and 
Preferred Dividends

Exhibit 27, Financial Data Schedule


Reports on Form 8-K
-------------------

On July 2, 1997, the Company filed an 8-K concerning a review of business 
strategy and the impact of growth initiatives on earnings.

On October 27, 1997, the Company filed an 8-K concerning a pending sale of 
its Pine Grove Landfill and related wasted-hauling company.


                                      -21-

<PAGE>
                                   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 thereunto duly authorized.




                                      Delmarva Power & Light Company
                                      ------------------------------
                                               (Registrant)




Date:   November 12, 1997             /s/ B. S. Graham
     --------------------             -----------------------------------
                                      B. S. Graham, Senior Vice President
                                          and Chief Financial Officer




                                     -22-
                                        
<PAGE>
                                 EXHIBIT INDEX





                                                        Exhibit     Page
                                                        Number     Number
                                                        -------    ------

Computation of ratio of earnings to fixed charges         12-A       24

Computation of ratio of earnings to fixed charges
 and preferred dividends                                  12-B       25

Financial Data Schedule                                     27       26





                                      -23-