Exhibit 25a
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________
_________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
_________________
ATLANTIC CITY ELECTRIC COMPANY
(Exact name of obligor as specified in its charter)
New Jersey 21-0398280
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6801 Black Horse Pike
Egg Harbor Township, New Jersey 08234-4130
(Address of principal executive offices) (Zip code)
_________________
First Mortgage Bonds*
(Title of the indenture securities)
*Specific title(s) to be determined in connection with
sale(s) of First Mortgage Bonds.
Item 1. General Information.
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising
authority to
which it is subject.
Superintendent of Banks 2 Rector Street, New York, N.Y.
of the State of New York 10006 and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza,
New York, N.Y. 10045
Federal Deposit Insurance 550 17th Street, N.W.,
Corporation Washington, D.C. 20429
New York Clearing House
Association New York, N.Y.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee,
describe each such affiliation.
None. (See Note on page 2.)
Item 16. List of Exhibits.
Exhibits identified in parentheses below, on file
with the Commission, are incorporated herein by reference as an
exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the "Act") and Rule 24 of the Commission's Rules of
Practice.
1.- A copy of the Organization Certificate of The Bank of New
York (formerly Irving Trust Company) as now in effect,
which contains the authority to commence business and a
grant of powers to exercise corporate trust powers.
(Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672
and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4.- A copy of the existing By-laws of the Trustee. (Exhibit 4
to Form T-1 filed with Registration Statement No. 33-
31019.)
6.- The consent of the Trustee required by Section 321(b) of
the Act. (Exhibit 6 to Form T-1 filed with Registration
Statement No. 33-44051.)
7.- A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is being filed prior to the
ascertainment by the Trustee of all facts on which to base a
responsive answer to Item 2, the answer to said Item is based on
incomplete information.
Item 2 may, however, be considered as correct unless
amended by an amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The
Bank of New York, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State
of New York, on the 12th day of March, 1997.
THE BANK OF NEW YORK
By: MARY JANE MORRISSEY
Mary Jane Morrissey
Vice President
EXHIBIT 7
(Page 1 of 3)
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal
Reserve System, at the close of business September 30, 1996,
published in accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of the Federal
Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin. . . . . . . . . . . . . . . . . . . $ 4,404,522
Interest-bearing balances. . . . . . . . . . . . . . . . . . . . 732,833
Securities:
Held-to-maturity securities. . . . . . . . . . . . . . . . . . . 789,964
Available-for-sale securities. . . . . . . . . . . . . . . . . .2,005,509
Federal funds sold in domestic
offices of the bank:
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . .3,364,838
Loans and lease financing
receivables:
Loans and leases, net of unearned
income . . . . . . . . . . . . . . . . . . . . 28,728,602
LESS: Allowance for loan and
lease losses . . . . . . . . . . . . . . . . . 584,525
LESS: Allocated transfer risk
reserve. . . . . . . . . . . . . . . . . . . . 429
Loans and leases, net of unearned
income, allowance, and reserve . . . . . . . . . . . . . . . 28,143,648
Assets held in trading accounts. . . . . . . . . . . . . . . . . 1,004,242
Premises and fixed assets (including
capitalized leases). . . . . . . . . . . . . . . . . . . . . . . .605,668
Other real estate owned. . . . . . . . . . . . . . . . . . . . . . . 41,238
Investments in unconsolidated subsid-
iaries and associated companies. . . . . . . . . . . . . . . . . 205,031
Customers' liability to this bank on
acceptances outstanding. . . . . . . . . . . . . . . . . . . 949,154
Intangible assets. . . . . . . . . . . . . . . . . . . . . . . 490,524
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . 1,305,839
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . $44,043,010
EXHIBIT 7
(Page 2 of 3)
LIABILITIES
Deposits:
In domestic offices. . . . . . . . . . . . . . . . . . . . . $20,441,318
Noninterest-bearing. . . . . . . . . . . . . . . 8,158,472
Interest-bearing . . . . . . . . . . . . . . . .12,282,846
In foreign offices, Edge and
Agreement subsidiaries, and IBFs . . . . . . . . . . . . . . 11,710,903
Noninterest-bearing. . . . . . . . . . . . . . . . .46,182
Interest-bearing . . . . . . . . . . . . . . . .11,664,721
Federal funds purchased in domestic
offices of the bank:
Federal funds purchased. . . . . . . . . . . . . . . . . . . 1,565,288
Demand notes issued to the U.S.
Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . 293,186
Trading liabilities. . . . . . . . . . . . . . . . . . . . . . 826,856
Other borrowed money:
With original maturity of one year or less . . . . . . . . . 2,103,443
With original maturity of more than
one year . . . . . . . . . . . . . . . . . . . . . . . . . 20,766
Bank's liability on acceptances
executed and outstanding . . . . . . . . . . . . . . . . . . 951,116
Subordinated notes and debentures. . . . . . . . . . . . . . . 1,020,400
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . 1,522,884
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . 40,456,160
EQUITY CAPITAL
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . 942,284
Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . 525,666
Undivided profits and capital
reserves . . . . . . . . . . . . . . . . . . . . . . . . . . 2,129,376
Net unrealized holding gains (losses)
on available-for-sale securities . . . . . . . . . . . . . . ( 2,073)
Cumulative foreign currency
translation adjustments. . . . . . . . . . . . . . . . . . . ( 8,403)
Total equity capital . . . . . . . . . . . . . . . . . . . . . 3,586,850
Total liabilities and equity capital . . . . . . . . . . . . . $44,043,010
EXHIBIT 7
(Page 3 of 3)
I, Robert E. Keilman, Senior Vice President and Comptroller of
the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System
and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been examined by
us and to the best of our knowledge and belief has been prepared
in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true and correct.
J. Carter Bacot )
Thomas A. Renyi ) Directors
Alan R. Griffith )