Exhibit 5a
 
 
 
                                       March 17, 1997
 
 
 
 
 
 Atlantic City Electric Company
 6801 Black Horse Pike
 Egg Harbor Township, New Jersey  08234
 
 Dear Ladies and Gentlemen:
 
         With reference to the Registration Statement on Form
 S-3 (the "Registration Statement") of Atlantic City Electric
 Company (the "Company") filed under the Securities Act of
 1933, relating to the issuance and sale of not in excess of
 $150,000,000 aggregate principal amount of Debt Securities,
 under the Mortgage and Deed of Trust to Irving Trust Company
 (now The Bank of New York), as Trustee, dated January 15,
 1937, as supplemented and amended (said Mortgage and Deed of
 Trust, as supplemented and amended and to be supplemented and
 amended being hereinafter called the "Mortgage"), and/or under
 an Indenture to be entered into between the Company and The
 Bank of New York, as Trustee (the "Indenture"), I wish to
 advise you as follows and I consent that this opinion may be
 filed as an exhibit to said Registration Statement.
 
         I am of the opinion that the Company is a corporation
 duly organized and existing under the laws of the State of New
 Jersey and is duly qualified to do business as a foreign
 corporation in the Commonwealth of Pennsylvania.
 
         I am further of the opinion that, when Debt
 Securities have been issued and sold and the purchase price
 thereof has been paid in accordance with the transactions
 proposed in the Registration Statement, as the same may be
 amended, and when the steps mentioned in the next paragraph
 have been taken, such Debt Securities will be valid and
 legally binding obligations of the Company and entitled to the
 security afforded by the Mortgage, except as the same may be
 limited by the laws of the State of New Jersey or of the
 Commonwealth of Pennsylvania, or both, affecting the remedies
 for the enforcement of the security provided for therein, and
 subject to the effects of bankruptcy, insolvency, fraudulent
 conveyance, reorganization, moratorium or other similar laws
 relating to or affecting creditor's rights generally, general
 equitable principles (whether considered in a proceeding in
 equity or at law) and an implied covenant of good faith and
 fair dealing.
 
         The steps to be taken which are referred to in the
 next preceding paragraph are:
 
         (1)  Appropriate definitive section by the Board of
     Directors of the Company or an authorized committee
     thereof with respect to the proposed transactions set
     forth in the Registration Statement;
 
         (2)  Appropriate action by and before the Board of
     Public Utilities of the State of New Jersey with respect
     to the Debt Securities then proposed to be issued and
     sold;
 
         (3)  Execution and delivery and the recordation of
     such Supplemental Indenture(s) as are required by the
     Mortgage in all offices of record in the State of New
     Jersey and the Commonwealth of Pennsylvania in which the
     Mortgage has been recorded;
 
         (4)  Execution and delivery of the Indenture;
 
         (5)  Compliance with the Securities Act of 1933, as
     amended, and the Trust Indenture Act of 1939; and
 
         (6)  Issuance and sale of the Debt Securities in
     accordance with the Mortgage and/or Indenture and with
     the corporate and governmental authorizations aforesaid.
 
         I am further of the opinion that, except as noted
 above, no consent of any governmental authority is necessary
 for the execution and delivery of any indenture or
 supplemental indenture(s) or for the issuance and sale of the
 Debt Securities.
 
         The statements made in the Prospectus which is part
 of said Registration Statement in the paragraph "Security"
 under the caption "Description of New Bonds" with respect to
 the lien of the Mortgage securing the Debt Securities have
 been reviewed by me.  In my opinion said statements fairly
 describe the substantial effect of titles to property and lien
 of the Mortgage, insofar as such matters are governed by the
 laws of the State of New Jersey or of the Commonwealth of
 Pennsylvania, and do not omit to state any material fact
 required to be stated therein or necessary to make the
 statements therein not misleading.
 
         In rendering the opinion set forth above, I have, to
 the extent I deemed necessary, consulted with Pennsylvania
 counsel as to matters of conformity to the laws of the
 Commonwealth of Pennsylvania and have relied upon opinions of
 such counsel as to such matters.
 
         I hereby consent to the statements with regard to me
 appearing in said Registration Statement under the caption
 "Experts," to the reference to me appearing in said
 Registration Statement under the caption "Legal Opinions" and
 in the opinion of Simpson Thacher & Bartlett filed as Exhibit
 5b therewith.
 
                                 Very truly yours,
 
 
 
                                 By: /s/  James E. Franklin II
                                          James E. Franklin II