EXHIBIT 10A(10)1

                             ATLANTIC ELECTRIC
               EXCESS BENEFIT PLAN RETIREMENT INCOME PROGRAM

                           Amendment No. 1995-1

          Atlantic City Electric Company hereby adopts this
Amendment No. 1995-1 to the instrument setting forth the Atlantic
Electric Excess Benefit Retirement Income Program (the "Program
Instrument").  This amendment is adopted pursuant to Section 7 of
the Program Instrument.

          1.   The following definition is added to Section 1 of
the Program Instrument:

               "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.   The following definition in Section 1 of the
Program Instrument is restated to read as follows:

               "Company" means Atlantic City Electric
          Company, 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(b) of the Program Instrument is hereby
restated to read as follows:

               (b)  Payment of Income.  In the event of
          a Change of Control, the entire Excess
          Benefit Retirement Income payable under this
          Section 2 shall become immediately vested to
          the extent not already vested.  The Excess
          Benefit Retirement Income payable under this
          Section 2 shall be paid in either (a) one
          lump sum or (b) monthly coincident with the
          date of benefits under the Retirement Plan;
          provided, however, that a Participant who is
          to receive monthly benefits under the
          Retirement Plan may elect to receive a single
          sum distribution and a Participant who is to
          receive a single sum distribution under the
          Retirement Plan may receive a monthly
          distribution, if the Participant applies to
          do so at least one year prior to the date on
          which his benefits hereunder first become
          payable, and further provided that the
          Program Administrator determines, in its sole
          discretion and applying such values and
          standards as it deems relevant, that it is in
          the best interest of the Participant. 
          Subject to Section 7 of this Program, payment
          of the Excess Benefit Retirement Income shall
          be made by the Company.  Any entity
          (including the Company) making a payment
          under this Program may withhold therefrom
          such amounts as may be required by federal,
          state or local law, and the amount payable
          under the Program to the Participant or his
          beneficiary may be reduced by the amount so
          withheld.  The amount of any single sum
          distribution of Excess Benefit Retirement
          Income shall be equal to the actuarial
          equivalent of the monthly benefit herein
          described, computed using the actuarial the
          Retirement Plan.

          4.  Section 7 of the Program Instrument is hereby
restated to read as follows:

          SECTION 7.  Change or Termination of the Program.

               In the event of a Change of Control,
          this Program may not be amended.  In the
          absence of a Change of Control, the Company
          may amend the Program in any respect and at
          any time; provided, however, that no such
          amendment shall have the effect of (a)
          reducing the basis on which the Excess
          Benefit Retirement Income then being paid to
          any Participant pursuant to the Program, or
          which might thereafter become payable to the
          Participant's beneficiary, is computed, or
          (b) reducing the accrued Excess Benefit
          Retirement Income under Section 2 of any
          active or terminated vested participant of
          the Plan, unless the Participant or his
          beneficiary becomes entitled to an amount
          equal to such benefit under another plan or
          practice adopted by the Company.
               In the event of a Change of Control,
          this Program may not be terminated.  In the
          absence of a Change of Control, the Company
          may terminate the Program at any time.  The
          Excess Benefit Retirement Income then being
          paid to any Participant under Section 3 shall
          continue to be paid subject to the terms of
          the Program and each Participant shall be
          fully vested in such Participant's accrued
          Excess Benefit Retirement Income under
          Section 2, unless the Participant or his
          beneficiary becomes entitled to an amount
          equal to such benefit under another plan or
          practice adopted by the Company, subject to
          diminution resulting from any increase in his
          funded Plan benefit.
               The accrued Excess Benefit Retirement
          Income at any time is the amount contingently
          payable under Section 2 if all factors used
          in determining the funded benefit of such
          active or terminated vested participant of
          the Plan remained constant under the first
          date on which such benefit was in pay status.

          5.   The amendment made hereby shall be effective as of
August 10, 1995.

                              By:______________________


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