EXHIBIT 10A(6)1

                      ATLANTIC CITY ELECTRIC COMPANY 
                  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                           Amendment No. 1995-1

          Atlantic City Electric Company, a New Jersey
corporation, hereby adopts this Amendment No. 1995-1 to the
Atlantic City Electric Company Supplemental Executive Retirement
Plan (the "Plan").  This amendment is adopted pursuant to the
provisions of Section 5.3 of the Plan.

          1.   Section 1.2 is added to the Plan and reads as
follows and the sections following such section shall be
renumbered accordingly as necessary:

               1.2  "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 1.3 of the Plan is amended to read as
follows:

               1.3 "Company" means Atlantic City
          Electric Company, its successors (whether
          direct or indirect by purchase, merger,
          consolidation or otherwise) to all or
          substantially all of the business or assets
          of Atlantic City Electric Company or its
          assigns, except that for purposes of the
          definition of Change of Control it shall mean
          Atlantic Energy, Inc., and to the extent a
          participant is employed by Atlantic City
          Electric Company upon the occurrence of an
          event which constitutes a Change of Control,
          Atlantic City Electric Company.

          3.   Section 3.4 is added to the Plan and reads as
follows:

               3.4  Notwithstanding any other provision
          of the Plan, in the event of a Change of
          Control, the benefits described in sections
          3.1 through 3.3 shall become immediately
          vested to the extent not already vested.

          4.  Section 5.3 is amended to read as follows:

               5.3  Amendment and Termination.  In the
          event of a Change of Control, the SERP may
          not be amended, curtailed, or terminated.  In
          the absence of a Change of Control, the SERP
          may be amended, curtailed, or terminated at
          any time by the Board of Directors; provided,
          however, that at the time such action is
          taken, to the extent that a Qualified
          Executive or his Designated Beneficiary is
          then entitled to receive benefits pursuant to
          paragraph 2.1, 2.2 or 2.3, such benefits
          shall nonetheless be paid as if the SERP were
          still in existence and without reference to
          such change if the effect of such change
          would be to reduce the amount, frequency or
          duration of benefit payments; and further
          provided that no amendment or curtailment of
          the SERP pursuant hereto shall have the
          effect of reducing the accrued benefit under
          the SERP of any Qualified Executive.


          5.   The amendments memorialized in this instrument
were made by action of the Board of Directors of the Company on
August 10, 1995 and were effective on that date.


                              By:________________________


                              Title:_____________________<PAGE>
                                 RIDERS TO
                      ATLANTIC CITY ELECTRIC COMPANY
                SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN - II
                                     
     
          1.   Section 1.2 of the Plan is modified to read as
follows:

               1.2  "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 1.3 of the Plan is modified to read as
follows:

               1.3 "Company" means Atlantic City
          Electric Company, any of its subsidiaries
          authorized by the Board of Directors to
          participate in this Plan with respect to its
          employees, its successors (whether direct or
          indirect by purchase, merger, consolidation
          or otherwise) to all or substantially all of
          the business or assets of Atlantic City
          Electric Company, and its assigns, except
          that for purposes of the definition of Change
          of Control it shall mean Atlantic Energy,
          Inc., and to the extent a participant is
          employed by Atlantic City Electric Company
          upon the occurrence of an event which
          constitutes a Change of Control, Atlantic
          City Electric Company.

          3.  Section 2.1 of the Plan is modified to read as
follows:

          [1st paragraph and table remain, 2nd paragraph is
replaced with the following]

          Notwithstanding any other provision of the
          Plan, in the event of a Change of Control,
          each Qualified Executive shall be 100%
          vested.
          
          4.  Section 5.1 of the Plan is modified to read as
follows:

               5.1  Forfeitures.  In the event of a
          Change of Control this paragraph 5.1 of the
          Plan shall be void and of no force and
          effect.  In the absence of a Change of
          Control, notwithstanding anything contained
          in this Plan to the contrary, a Qualified
          Executive shall forfeit all benefits not yet
          paid from this Plan in the event the Company
          terminates his employment for Cause or for
          his breach of the Non-Competition or Non-
          Disclosure provisions specified in paragraphs
          5.2 and 5.3.  For purposes of this paragraph,
          "Cause" means:

          (i) willful and continuous failure by a
          participant to perform his duties (other than
          resulting from incapacity due to physical or
          mental illness), (ii) a participant's conviction
          or plea of nolo contendere to a felony; (iii) a
          participant's willful engagement in misconduct in
          connection with employment which results in
          material damage to the Company's business or
          reputation; or (iv) material breach of Executive's
          duties under any applicable employment agreement
          which results in material damage to the Company's
          business or reputation, in each of (ii) through
          (iv) above, upon 30 days written notice to the
          Executive, the opportunity for the Executive to be
          heard by the Board and the good faith
          determination by at least two-thirds of the
          Company's non-employee directors that Cause
          exists; provided, however, that after the
          occurrence of a Change of Control (as hereinafter
          defined), "Cause" shall be limited to (ii) through
          (iv) above.

          5.  Section 6.3 of the Plan is modified to read as
follows:

               6.3  Amendment and Termination.  In the
          event of a Change of Control, the Plan may
          not be amended, curtailed, or terminated.  In
          the absence of a Change of Control, the Plan
          may be amended, curtailed, or terminated at
          any time by the Board of Directors; provided,
          however, that at the time such action is
          taken, to the extent that a Qualified
          Executive or his Designated Beneficiary is
          then entitled to receive benefits pursuant to
          paragraph 2.1, 2.2 or 2.3, such benefits
          shall nonetheless be paid as if the Plan were
          still in existence and without reference to
          such change if the effect of such change
          would be to reduce the amount, frequency or
          duration of benefit payments; and further
          provided that no amendment or curtailment of
          the Plan pursuant hereto shall have the
          effect of reducing the accrued benefit under
          the Plan of any Qualified Executive.