EXHIBIT 4.2

           AMENDMENT, dated as of February 9, 2001 (the "Amendment"), to the
Stockholders Rights Agreement, dated as of April 23, 1998 (the "Rights
Agreement"), between Conectiv, a Delaware corporation (the "Company"), and
Conectiv Resource Partners, Inc., a Delaware corporation, as Rights Agent
(the "Rights Agent").

                                   RECITALS

           The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;

           The Company, Potomac Electric Power Company, a corporation
organized under the laws of the District of Columbia and the Commonwealth of
Virginia ("Parent"), and New RC, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent ("Holdco"), are entering into an Agreement
and Plan of Merger, dated as of February 9, 2001 (as amended or supplemented
from time to time, the "Merger Agreement"), pursuant to which a newly
incorporated subsidiary of Holdco shall be merged with and into the Company
and another newly incorporated subsidiary of Holdco shall be merged with and
into Parent;

           Pursuant to Section 27 of the Rights Agreement, the Company may in
its sole and absolute discretion, and the Rights Agent shall, if the Company
so directs, supplement and amend the Rights Agreement;

           The Board of Directors of the Company has determined that an
amendment to the Rights Agreement as set forth herein is necessary and
desirable in connection with the foregoing and the Company and the Rights
Agent desire to evidence such amendment in writing; and

           All acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms have been done and performed,
and the execution and delivery of this Amendment by the Company and the
Rights Agent have been in all respects duly authorized by the Company and the
Rights Agent.

           NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:

           1.   Amendment of Section 1.   (a) The definition of "Acquiring
Person" in Section 1(a) of the Rights Agreement is amended by adding the
following sentence at the end thereof:





<PAGE>

           "Notwithstanding anything in this Agreement to the
           contrary, neither Potomac Electric Power Company
           ("Parent"), New RC, Inc. ("Holdco"), nor any of their
           Affiliates or Associates shall be deemed to be an
           Acquiring Person solely by virtue of (i) the approval,
           execution or delivery of the Merger Agreement, (ii) the
           consummation of the Merger in accordance with the
           provisions of the Merger Agreement or (iii) the
           consummation of any other transaction to be effected
           pursuant to the Merger Agreement in accordance with the
           provisions thereof."

           (b)  Section 1 of the Rights Agreement is supplemented by adding
the following definitions in the appropriate locations therein:

                "Agreement" shall mean this Stockholders Rights
           Agreement between Conectiv, a Delaware corporation, and
           Conectiv Resource Partners, Inc., a Delaware
           corporation, as Rights Agent, amended as of February 9,
           2001, and as may be amended thereafter from time to
           time.

                "Merger" shall mean Conectiv Merger as such term
           is defined in the Merger Agreement.

                "Merger Agreement" shall mean the Agreement and
           Plan of Merger, dated as of February 9, 2001, between
           the Company, Parent and Holdco, as it may be amended,
           supplemented or replaced from time to time.

           (c)  The definition of "Stock Acquisition Date" in Section 1(ff)
of the Rights Agreement is amended by adding the following sentence at the
end thereof:

           "Notwithstanding anything in this Agreement to the
           contrary, a Stock Acquisition Date shall not be deemed
           to have occurred solely as the result of (i) the
           approval, execution or delivery or public announcement
           of the approval, execution or delivery of the Merger
           Agreement, (ii) the consummation of the Merger in
           accordance with the provisions of the Merger Agreement
           or any public announcement relating thereto or (iii)
           the consummation of any other transaction to be
           effected pursuant to the Merger Agreement in accordance
           with the provisions thereof or any public announcement
           relating thereto."


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<PAGE>

           2.   Amendment of Section 3(a).  Section 3(a) of the Rights
Agreement is amended by adding the following proviso at the end of the first
sentence:

           "; provided that, notwithstanding anything in this
           Agreement to the contrary, a Distribution Date shall
           not be deemed to have occurred solely as the result of
           (i) the approval, execution or delivery of or public
           announcement of the approval, execution or delivery of
           the Merger Agreement, (ii) the consummation of the
           Merger in accordance with the provisions of the Merger
           Agreement or any public announcement relating thereto
           or (iii) the consummation of any other transaction to
           be effected pursuant to the Merger Agreement in
           accordance with the provisions thereof or any public
           announcement relating thereto."

           3.   Amendment of Section 7(a).  Clauses numbered (i), (ii) and
(iii) in Section 7(a) of the Rights Agreement are hereby deleted and replaced
in their entirety as follows:

           "(i) the Close of Business on April 20, 2008 (the "Final
Expiration Date"), (ii) immediately prior to the time at which the
consummation of the Merger occurs, (iii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption Date") or (iv) the
time at which the Rights are exchanged as provided in Section 24 hereof (the
earlier of (i), (ii), (iii) and (iv) being the "Expiration Date"),"

           4.   Amendment of Section 11(a)(ii).  Section 11(a)(ii) of the
Rights Agreement is amended by adding the following sentence at the end
thereof:

           "Notwithstanding anything in this Agreement to the
           contrary, none of (i) the execution, delivery or
           approval of the Merger Agreement, (ii) the consummation
           of the Merger in accordance with the provisions of the
           Merger Agreement or (iii) the consummation of any other
           transaction to be effected pursuant to the Merger
           Agreement in accordance with the provisions of the
           Merger Agreement shall cause the Rights to be adjusted
           or become exercisable in accordance with this Section
           11(a)(ii)."

           5.   Amendment of Section 13(a).  Section 13(a) of the Rights
Agreement is amended by adding the following sentence at the end thereof:



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<PAGE>

           "Notwithstanding anything in this Agreement to the
           contrary, none of (i) the execution, delivery or
           approval of the Merger Agreement, (ii) the consummation
           of the Merger in accordance with the provisions of the
           Merger Agreement or (iii) the consummation of any other
           transaction to be effected pursuant to the Merger
           Agreement in accordance with the provisions of the
           Merger Agreement shall be deemed an event of the type
           described in clauses (x), (y) or (z) of this Section
           13(a) and shall not cause the Rights to be adjusted or
           exercisable in accordance with the terms of this
           Agreement."

           6.   Amendment of Section 30.  Section 30 of the Rights Agreement
is amended by adding the following sentence at the end thereof:

           "Nothing in this Agreement shall be construed to give
           any holder of Rights or any other Person any legal or
           equitable rights, remedies or claims under this
           Agreement by virtue of the execution, delivery or
           approval of the Merger Agreement or by virtue of  the
           commencement or consummation of any of the transactions
           to be effected pursuant to the Merger Agreement in
           accordance with the provisions of the Merger
           Agreement."

           7.   Effectiveness.  This Amendment shall be deemed effective as
of the date first written above, as if executed on such date.  Except as
amended hereby, the Rights Agreement shall remain in full force and effect
and shall be otherwise unaffected hereby.

           8.   Miscellaneous.  This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.  If
any provision, covenant or restriction of this Amendment is held by a court
of competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and
shall in no way be effected, impaired or invalidated





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<PAGE>

           IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the date and year first above
written.

Attest:                                         CONECTIV



By:   /s/ Peter F. Clark                        By:  /s/ Howard E. Cosgrove
      Name: Peter F. Clark                           Name: Howard E. Cosgrove
      Title: Secretary                               Title: Chairman and CEO



Attest:                                         CONECTIV RESOURCE
                                                PARTNERS, INC., As Rights Agent



By:   /s/ Peter F. Clark                        By:  /s/ John van Roden
      Name: Peter F. Clark                           Name: John van Roden
      Title: Secretary                               Title: Senior Vice
                                                     President and CFO
























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