EXHIBIT 10a(14)1

                           ATLANTIC ENERGY, INC.
                       RETIREMENT PLAN FOR DIRECTORS

                           Amendment No. 1995-1

          Atlantic Energy, Inc. hereby adopts this Amendment No.
1995-1 to the instrument setting forth the Atlantic Energy, Inc.
Retirement Plan For Directors (the "Plan").  This amendment is
adopted pursuant to section 5.1 of the Plan.

          1.   Section 2.3 is added to the Plan and reads as
follows and sections following such section shall be renumbered
accordingly as necessary:

               2.3  "Change of Control" means that one
          of the following has occurred:

               (i)  when any "person" as defined in Section
          3(a)(9) of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act") and as used in
          Section 13(d) and 14(d) thereof, including a
          "group" as defined in Section 13(d) of the
          Exchange Act but excluding the Company and any
          subsidiary and any employee benefit plan sponsored
          or maintained by the Company or any subsidiary
          (including any trustee of such plan acting as
          trustee), directly or indirectly, becomes the
          "beneficial owner" (as defined in Rule 13d-3 under
          the Exchange Act), of securities of the Company
          representing 20 percent or more of the combined
          voting power of the Company's then outstanding
          securities; or

               (ii) when, during any period of 24
          consecutive months during the existence of the
          Plan, the individuals who, at the beginning of
          such period, constitute the Board (the "Incumbent
          Directors") cease for any reason other than death
          to constitute at least a majority thereof;
          provided, however, that a director who is not a
          director at the beginning of such 24-month period
          shall be deemed  to have satisfied such 24-month
          requirement (and be an Incumbent Director) if such
          director was elected by, or on the recommendation
          of or with the approval of, at least two-thirds of
          the directors who then qualified as Incumbent
          Directors either actually (because they were
          directors at the beginning of such 24-month
          period) or by prior operation of this Section; or

               (iii)  upon the occurrence of a transaction
          requiring stockholder approval for the acquisition
          of the Company by an entity other than the Company
          or a subsidiary through purchase of assets, or by
          merger, or otherwise.

          2.   Section 3.5 is added to the Plan and reads as
follows:

               3.5  Change of Control.  Notwithstanding
          any other provision of the Plan, in the event
          of a Change of Control, the benefits
          described in this Article of the Plan shall
          become immediately vested to the extent not
          already vested for each Eligible Director. 
          In the event any Eligible Director has served
          less than five full years as of the Change of
          Control, he shall be considered as having
          five full years of service for purposes of
          the actuarial calculations described in this
          Article of the Plan.  
          
          3.  Section 5.1 of the Plan is amended to read as
follows:

               5.1  Amendment, suspension or
          termination.  In the event of a Change of
          Control, this Plan may not be amended,
          suspended or terminated.  In the absence of a
          Change of Control, the Board reserves the
          right to amend, suspend, or terminate the
          Plan, or any provision hereof, including
          without limitation this Section 5.1, without
          the consent of any Eligible Director.  Unless
          an Eligible Director shall consent thereto in
          writing, no amendment, suspension or
          termination shall reduce the Annual
          Retirement Benefit of (a) any Eligible
          Director who at such time is entitled to an
          Annual Retirement Benefit, whether or not
          such Eligible Director is receiving an Annual
          Retirement Benefit at such time, or (b) any
          Eligible Director who would have been
          entitled to an Annual Retirement Benefit if
          such Eligible Director had retired on that
          date, calculated on the basis of such
          Eligible Director's service as a director and
          the annual retainer in effect at such time. 
          Amendment, suspension or termination of the
          Plan notwithstanding, the Annual Retirement
          Benefit shall commence and be paid in
          accordance with the otherwise applicable
          provision of the Plan (Section 3.3).


          4.  The amendments memorialized in this instrument were
made by action of the Committee on August 10, 1995 and were
effective on that date.

                              By:_____________________


                              Title:__________________