Exhibit 5b
                                       March 17, 1997
 
 
 
 
 
 Atlantic City Electric Company
 6801 Black Horse Pike
 Egg Harbor Township, New Jersey  08234
 
 Dear Sirs:
 
         With reference to the Registration Statement on Form
 S-3 (the "Registration Statement") of Atlantic City Electric
 Company (the "Company") filed pursuant to the Securities Act
 of 1933, relating to the issuance and sale by the Company in
 one or more transactions from time to time of its Debt
 Securities (the "Debt Securities"), under the Mortgage and
 Deed of Trust to The Bank of New York, as Trustee, dated
 January 15, 1937, as supplemented and amended and to be
 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 an Indenture
 to be entered into between the Company and The Bank of New
 York, as Trustee (the "Indenture"), we wish to advise you as
 follows:
 
         We are of the opinion that, when the 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, subject to the effects of
 bankruptcy, insolvency, fraudulent conveyance, reorganization,
 moratorium and other similar laws relating to or affecting
 creditors' 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, State of New Jersey with respect to the
     proposed transactions set forth in the Registration
     Statement;
 
         3.  Execution and delivery of one or more proposed
     supplemental indentures and the recording and filing
     thereof as required by the Mortgage;
 
         4.  Execution and delivery of the Indenture;
 
         5.  Compliance with the Securities Act of 1933, as
     amended, and the Trust Indenture Act of 1939, as amended;
     and
 
         6.  Issuance and sale of the Debt Securities in
     accordance with the Mortgage and/or Indenture and the
     corporate and governmental authorizations aforesaid.
 
         We are further of the opinion that no consent of any
 federal regulatory agency is necessary for the issuance and
 sale of the Debt Securities by the Company.
 
         Insofar as this opinion relates to any matter
 governed by laws of any state other than the State of New
 York, we base it upon the opinion of James E. Franklin II,
 Esq., to be filed as an exhibit to said Registration
 Statement.  This opinion does not purport, and is not
 intended, to cover any questions relating to property titles,
 recordation or the lien of the Mortgage.
 
         We consent to the filing of this opinion as an
 exhibit to the Registration Statement and to the use of our
 name and the inclusion of the statement in regard to us set
 forth in the Registration Statement under the caption "Legal
 Opinions".
 
                                Very truly yours,
 
                                /s/ Simpson Thacher & Bartlett
 
                                SIMPSON THACHER & BARTLETT