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                          Conectiv Energy Supply, Inc.



                                      10.1



                        Certificate of Incorporation of
                            Delmarva Energy Company
                               Filed July 3, 1975
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                          CERTIFICATE OF INCORPORATION
                                       OF
                             DELMARVA ENERGY COMPANY


         FIRST: The name of this company is DELMARVA ENERGY COMPANY.

         SECOND: The registered office in the State of Delaware is located at
800 King Street, in the City of Wilmington, County of New Castle. The name and
address of its registered agent is Delmarva Energy Company, 800 King Street,
Wilmington, Delaware.

         THIRD: The nature of the business, or objects or purposes proposed to
be transacted, promoted or carried on are:

         (1)      To purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, lease, assign and transfer or otherwise dispose of, trade, deal in
and deal with goods, products, wares and merchandise and personal property of
every class and description.

         (2)      To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

         (3)      To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the good will, rights, assets and property, and to
undertake or assume the whole or any part of the obligations or liabilities of
any.person, firm, association or corporation.

         (4)      To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United States
or any foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

         (5)      To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares of the
capital stock, or any voting trust certificates in respect of the shares of
capital stock, scrip, warrants, rights, bonds, debentures, notes, trust
receipts, and other securities, obligations, choses in action and evidences of
indebtedness or interest issued or

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created by any corporations, joint stock companies, syndicates, associations,
firms, trusts or persons, public or private, or by the government of the United
States of America, gr by any foreign government, or by any state, territory,
province, municipality or other political subdivision or by any governmental
agency, and as owner thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute consents and vote
thereon, and to do any and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in value thereof.

         (6)      To borrow or raise moneys for any of the purposes of the
corporation and, from time to time without limit as to amount, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or nonnegotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.

         (7)      To enter into partnerships, limited partnerships or joint
ventures with other persons, firms or corporations for any business purposes,
including the exploration and development of property for the production of oil,
gas, and similar products.

         (8)      To purchase, receive, take by grant, gift, devise, bewest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.

         (9)      In general, to possess and exercise all the powers and
privileges granted by the General Corporation Law of Delaware or by any other
law of Delaware or by this Certificate of Incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.

         (10)     The business and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise limited or restricted by
reference to, or

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inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be independent business and purposes.

         FOURTH: The total number of shares of capital stock which may be issued
by the corporation is 1,000 shares of common stock without par value. Only one
class of stock may be issued by the corporation.

         FIFTH: The name and mailing address of the incorporator is as follows:

<TABLE>
<CAPTION>
                NAME                      MAILING ADDRESS
<S>                                       <C>
                David A. Anderson         350   Delaware Trust Building
                                          900   Market Street
                                          Wilmington, Delaware 19801
</TABLE>

         SIXTH: The corporation shall have perpetual existence.

         SEVENTH: The number of directors of the corporation shall be as
specified in the By-Laws and such number may from time to time be increased or
decreased by the stockholders or the Board of Directors as may be prescribed in
the By-Laws. Directors need not be stockholders.

         EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

         (1)      To make, alter or repeal the By-Laws of the corporation.

         (2)      To authorize and cause to be executed mortgages and liens upon
the real and personal property of the corporation.

         (3)      To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created.

         (4)      By a majority of the whole Board, to designate one or more
committees, each committee to consist of two or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the

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extent provided in the Resolution or in the By-Laws of the corporation, shall
have and may exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
the By-Laws may provide that in the absence or disqualification of any member of
such committee or committess, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

         (5)      When and as authorized by the affirmative vote of the holders
of a majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all
or substantially all of the property and assets of the corporation, including
its good will and its corporate franchises, upon such terms and conditions and
for such consideration, which may consist in whole.or in part of money or
property including shares of stock in, and/or other securities of, any other
corporation or corporations, as its Board of Directors shall deem expedient and
for the best interests of the corporation.

         NINTH: If the By-Laws so provide, the stockholders and Board of
Directors shall have power to hold their meetings, to have an office or offices
and to keep the books of the corporation, subject to the provisions of the laws
of the State of Delaware, outside of said state at such place or places as may
from time to time be designated by them, whether within or without the United
States of America.

         TENTH: A director of the corporation shall not be disqualified by his
office from dealing or contracting with the corporation either as vendor,
purchaser or otherwise, nor shall any transaction or contract of the corporation
be void or voidable by reason of the fact that any director or any firm of which
any director is a member, or any corporation of which any director is a
shareholder, director or officer, is in any way interested in such transaction
or contract, provided that such transaction or contract is or shall be
authorized, ratified or approved either (1) by vote of a majority of a quorum of
the Board of Directors or of the Executive Committee without counting in such
majority or quorum any director so interested or

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a member of a firm so interested or a shareholder, director or officer of a
corporation so interested, or (2) by a vote at a stockholders' meeting of the
holders of record of a majority of all the outstanding shares of stock of the
corporation entitled to vote or by a writing or writings signed by a majority of
such holders (and any director holding stock entitled to vote may vote for the
authorization, ratification or approval of any transaction or contract in which
he was interested, directly or indirectly, as aforesaid, with the same effect as
if he were not directly or indirectly interested therein); nor shall any
director be liable to account to the corporation for any profits realized by and
from or through any such transaction or contract of the corporation authorized
ratified or approved as aforesaid by reason of the fact that he or any firm of
which he is a member, or any corporation of which he is a shareholder, director
or officer, was interested in such transaction or contract.

         ELEVENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         I, THE UNDERSIGNED, being the incorporator hereinbefore named for the
purpose of forming a corporation to do business both within and without the
State of Delaware, pursuant to the General Corporation Law of the State of
Delaware, being Chapter 1 of Title 8 of the Delaware Code, do make and file this
Certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand and
seal this 2nd day of July, 1975.

                                              ____________________________(SEAL)
                                              David A. Anderson