SECURITIES AND EXCHANGE COMMISSION
                                      
                            Washington, D.C.   20549
                                      
                                   FORM 10-Q


/X/    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                     June 30, 1995 
                               ----------------------------------------------
                                       OR

/  /    TRANSITION  REPORT  PURSUANT TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to
                               --------------------    --------------------

Commission file number     1-1405

                        Delmarva Power & Light Company
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Delaware and Virginia                                   51-0084283
- ---------------------------                            -------------------
  (States of incorporation)                            (I.R.S. Employer
                                                       Identification No.)

800 King Street, P.O. Box 231, Wilmington, Delaware       19899
- ---------------------------------------------------    ----------
      (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code     302-429-3359
                                                       ------------

Indicate by  check mark  whether the  registrant (1)  has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during  the preceding  12 months  (or for  such shorter  period that the
registrant was  required to  file such reports),  and (2) has been subject to
such filing requirements for the past 90 days.

                                      Yes      X               No
                                          -----------             -----------

Indicate the  number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

            Class                            Outstanding at  July 31, 1995
- ------------------------------               -----------------------------
Common Stock, $2.25 par value                      60,447,418 Shares

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                                      
                               Table of Contents
                               -----------------


                                                                    Page No.
                                                                    --------

Part I.    Financial Information:

             Consolidated Balance Sheets as of June 30, 1995
             and December 31, 1994.................................      2-3

             Consolidated Statements of Income for the three, six,
             and twelve months ended June 30, 1995 and 1994........        4

             Consolidated Statements of Cash Flows for the six
             and twelve months ended June 30, 1995 and 1994........        5

             Notes to Consolidated Financial Statements............      6-9

             Selected Financial and Operating Data.................       10

             Management's Discussion and Analysis of Financial
             Condition and Results of Operations...................    11-16

Part II.   Other Information and Signature.........................    17-23

                                      -1-

                         PART I.  FINANCIAL INFORMATION

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                             ----------------------


                                                            June 30,     December 31,
                                                              1995           1994
                                                           -----------   -----------
                                                           (Unaudited)
               ASSETS
               ------
                                                                   
UTILITY PLANT, AT ORIGINAL COST:
   Electric..........................................      $2,912,643     $2,676,871
   Gas...............................................         203,016        196,188
   Common............................................         128,773        120,933
                                                           ----------    -----------
                                                            3,244,432      2,993,992
   Less:  Accumulated depreciation...................       1,137,581      1,062,565
                                                           ----------    -----------
   Net utility plant in service......................       2,106,851      1,931,427
   Construction work-in-progress.....................          64,024         85,220
   Leased nuclear fuel, at amortized cost............          28,315         30,349
                                                           ----------    -----------
                                                            2,199,190      2,046,996
                                                           ----------    -----------
INVESTMENTS AND NONUTILITY PROPERTY:                 
   Investment in leveraged leases....................          48,691         49,595
   Funds held by trustee.............................          29,920         32,824
   Other investments and nonutility property, net....          55,742         57,289
                                                           ----------    -----------
                                                              134,353        139,708
                                                           ----------    -----------
CURRENT ASSETS:                                      
   Cash and cash equivalents.........................          33,599         25,029
   Accounts receivable:                              
       Customers.....................................          93,350         93,739
       Other.........................................          12,008         15,144
   Inventories, at average cost:                     
       Fuel (coal, oil, and gas).....................          34,108         48,262
       Materials and supplies........................          39,077         37,055
   Prepayments.......................................           3,909          9,014
   Deferred income taxes, net........................          13,311          9,276
                                                           ----------    -----------
                                                              229,362        237,519
                                                           ----------    -----------
DEFERRED CHARGES AND OTHER ASSETS:                   
   Unamortized debt expense..........................          12,246         11,387
   Deferred debt refinancing costs...................          25,275         26,530
   Deferred recoverable plant costs..................          10,874         12,693
   Deferred recoverable income taxes.................         150,227        149,206
   Other.............................................          52,197         45,746
                                                           ----------    -----------
                                                              250,819        245,562
                                                           ----------    -----------

TOTAL ASSETS                                               $2,813,724     $2,669,785
                                                           ==========    ===========


See accompanying Notes to Consolidated Financial Statements.

                                     - 2 -

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                             ----------------------


                                                            June 30,     December 31,
                                                              1995           1994
                                                           -----------   -----------
                                                           (Unaudited)
             CAPITALIZATION AND LIABILITIES
             ------------------------------
                                                                   
CAPITALIZATION:
   Common stock......................................        $135,422       $133,970
   Additional paid-in capital........................         495,517        484,377
   Retained earnings.................................         270,739        267,002
   Unearned compensation.............................          (2,012)        (1,180)
                                                           ----------    -----------
       Total common stockholders' equity.............         899,666        884,169
                                                     
   Preferred stock...................................         168,085        168,085
                                                     
   Long-term debt....................................         879,523        774,558
                                                           ----------    -----------
                                                            1,947,274      1,826,812
                                                           ----------    -----------
CURRENT LIABILITIES:                                 
   Short-term debt...................................          22,201         10,000
   Long-term debt due within one year................           1,440          1,399
   Variable rate demand bonds........................          71,500         71,500
   Accounts payable..................................          47,138         59,596
   Taxes accrued.....................................           7,046          7,264
   Interest accrued..................................          15,742         15,459
   Dividends declared................................          23,277         22,831
   Current capital lease obligation..................          12,601         12,571
   Deferred energy costs.............................          25,317         12,241
   Other.............................................          40,547         27,538
                                                           ----------    -----------
                                                              266,809        240,399
                                                           ----------    -----------
DEFERRED CREDITS AND OTHER LIABILITIES:              
   Deferred income taxes, net........................         507,323        505,435
   Deferred investment tax credits...................          46,260         47,577
   Long-term capital lease obligation................          17,516         19,660
   Other.............................................          28,542         29,902
                                                           ----------    -----------
                                                              599,641        602,574
                                                           ----------    -----------
                                                     
TOTAL CAPITALIZATION AND LIABILITIES                       $2,813,724     $2,669,785
                                                           ==========    ===========


See accompanying Notes to Consolidated Financial Statements.

                                     - 3 -

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                       CONSOLIDATED STATEMENTS OF INCOME
                             (Dollars in Thousands)
                                 (Unaudited)
                                 -----------


                                                          Three Months Ended        Six Months Ended        Twelve Months Ended
                                                               June 30                   June 30                   June 30
                                                          ------------------     ---------------------      --------------------
                                                            1995      1994         1995         1994          1995        1994
                                                          --------  --------     --------     --------      --------    --------
                                                                                                      
OPERATING REVENUES                                        $192,359  $197,934     $407,768     $440,687      $850,195    $909,825
  Electric..............................................
  Gas...................................................    20,869    20,531       63,060       70,172       100,794     108,996
                                                          --------  --------     --------     --------      --------    --------
                                                           213,228   218,465      470,828      510,859       950,989   1,018,821
                                                          --------  --------     --------     --------      --------    --------

OPERATING EXPENSES
  Electric fuel and purchased power.....................    56,807    58,221      130,688      146,715       266,542     301,004
  Gas purchased.........................................    12,679    13,022       35,766       42,721        56,859      65,203
  Operation and maintenance.............................    61,092    65,201      114,730      123,084       258,853     255,911
  Depreciation..........................................    27,358    27,220       54,241       53,871       109,893     106,933
  Taxes other than income taxes.........................     8,832     8,982       18,899       19,711        37,773      38,778
  Income taxes..........................................    12,282    11,825       34,074       36,993        63,247      76,606
                                                          --------  --------     --------     --------      --------    --------
                                                           179,050   184,471      388,398      423,095       793,167     844,435
                                                          --------  --------     --------     --------      --------    --------
OPERATING INCOME........................................    34,178    33,994       82,430       87,764       157,822     174,386
                                                          --------  --------     --------     --------      --------    --------

OTHER INCOME
  Nonutility Subsidiaries
    Revenues and gains..................................    13,025    10,801       25,456       20,790        47,809      42,027
    Expenses including interest and income taxes........   (12,435)  (10,199)     (22,967)     (18,896)      (44,862)    (40,287)
                                                          --------  --------     --------     --------      --------    --------
         Net earnings of nonutility subsidiaries........       590       602        2,489        1,894         2,947       1,740
  Allowance for equity funds used during construction...       187     1,019          371        1,725         2,035       2,971
  Other income, net of income taxes.....................       262        63          648       (1,027)        1,390        (170)
                                                          --------  --------     --------     --------      --------    --------
                                                             1,039     1,684        3,508        2,592         6,372       4,541
                                                          --------  --------     --------     --------      --------    --------
INCOME BEFORE UTILITY INTEREST CHARGES..................    35,217    35,678       85,938       90,356       164,194     178,927
                                                          --------  --------     --------     --------      --------    --------

UTILITY INTEREST CHARGES
  Interest expense......................................    16,318    15,416       32,172       30,824        63,424      62,291
  Allowance for borrowed funds used during
    construction........................................      (545)     (514)      (1,086)        (885)       (1,975)     (1,685)
                                                          --------  --------     --------     --------      --------    --------
                                                            15,773    14,902       31,086       29,939        61,449      60,606
                                                          --------  --------     --------     --------      --------    --------

NET INCOME..............................................    19,444    20,776       54,852       60,417       102,745     118,321
DIVIDENDS ON PREFERRED STOCK............................     2,482     2,323        5,001        4,587         9,784       9,607
                                                          --------  --------     --------     --------      --------    --------
EARNINGS APPLICABLE TO COMMON STOCK.....................   $16,962   $18,453      $49,851      $55,830       $92,961    $108,714
                                                          ========  ========     ========     ========      ========    ========

COMMON STOCK
  Average shares outstanding (000)......................    60,109    59,402       59,923       59,212        59,733      58,871
  Earnings per average share............................     $0.28     $0.31        $0.83        $0.94         $1.56       $1.85
  Dividends declared per share.......................... $0.38 1/2 $0.38 1/2        $0.77        $0.77         $1.54       $1.54


See accompanying Notes to Consolidated Financial Statements.

                                     - 4 -

                         DELMARVA POWER & LIGHT COMPANY
                         ------------------------------
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                  (Unaudited)
                                  -----------


                                                                    Six Months Ended            Twelve Months Ended
                                                                        June 30                       June 30
                                                                   ----------------------      ----------------------
                                                                     1995          1994          1995          1994
                                                                   --------      --------      --------      --------
                                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income................................................      $54,852       $60,417      $102,745      $118,321
    Adjustments to reconcile net income to                  
     net cash provided by operating activities:             
       Depreciation and amortization..........................       59,256        59,422       120,637       117,154
       Allowance for equity funds used during construction....         (371)       (1,725)       (2,035)       (2,971)
       Investment tax credit adjustments, net.................       (1,317)       (1,257)       (1,958)       (2,515)
       Deferred income taxes, net.............................       (3,170)        1,749           (90)       12,065
       Provision for early retirement offer...................            -             -        17,500             -
       Net change in :
         Accounts receivable..................................       11,873         5,926        13,927        (8,431)
         Inventories..........................................       12,659        (4,130)       (3,506)        7,713
         Accounts payable.....................................      (12,694)      (13,879)        5,496         1,656
         Other current assets & liabilities*..................       19,350           299         8,330       (17,278)
       Other,net..............................................       (2,330)       (2,264)       (3,348)       (4,266)
                                                                   --------      --------      --------      --------
Net cash provided by operating activities.....................      138,108       104,558       257,698       221,448
                                                                   --------      --------      --------      --------
                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:                       
    Construction expenditures, excluding AFUDC................      (55,433)      (64,519)     (145,033)     (144,597)
    Allowance for borrowed funds used during construction.....       (1,086)         (885)       (1,975)       (1,685)
    Acquisition of COPCO, net of cash acquired................     (148,837)            -      (148,837)            -
    Cash flows from leveraged leases:                       
       Sale of interests in leveraged lease...................            -             -             -         7,015
       Other..................................................        2,420         1,044         2,968         1,567
    Proceeds from sale of subsidiary property.................            -             -         4,596             -
    Investment in subsidiary projects and operations..........       (1,025)       (2,399)       (9,671)       (3,155)
    (Increase)/decrease in bond proceeds held in trust funds..        4,971             7        (6,852)       25,529
    Deposits to nuclear decommissioning trust funds...........       (1,493)       (1,260)       (2,671)       (2,356)
    Other, net................................................         (802)       (3,527)          389          (925)
                                                                   --------      --------      --------      --------
Net cash used by investing activities.........................     (201,285)      (71,539)     (307,086)     (118,607)
                                                                   --------      --------      --------      --------
                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:                       
    Dividends:    Common......................................      (45,870)      (45,377)      (91,668)      (90,278)
                  Preferred...................................       (4,800)       (4,654)       (9,610)       (9,655)
    Issuances:    Long-term debt..............................      125,800             -       130,440        90,000
                  Variable rate demand bonds..................            -             -        30,000        15,500
                  Common stock................................       12,624        14,974        12,624        30,235
                  Preferred stock.............................            -             -             -        20,000
    Redemptions:  Long-term debt..............................         (566)         (397)      (26,265)     (134,225)
                  Variable rate demand bonds..................            -             -             -       (15,500)
                  Common stock................................       (1,253)         (794)       (1,253)         (799)
                  Preferred stock.............................            -             -             -       (28,280)
    Principal portion of capital lease payments...............       (5,015)       (5,551)      (10,744)      (10,221)
    Net change in term loan...................................      (20,226)       10,500         4,274        20,500
    Net change in short-term debt ............................       12,201             -        22,201             -
    Cost of issuances and refinancings........................       (1,148)         (137)       (1,612)       (5,787)
                                                                   --------      --------      --------      --------
Net cash provided/(used) by financing activities..............       71,747       (31,436)       58,387      (118,510)
                                                                   --------      --------      --------      --------
Net change in cash and cash equivalents.......................        8,570         1,583         8,999       (15,669)
Cash and cash equivalents at beginning of period..............       25,029        23,017        24,600        40,269
                                                                   --------      --------      --------      --------
Cash and cash equivalents at end of period....................      $33,599       $24,600       $33,599       $24,600
                                                                   ========      ========      ========      ========

*Other than debt classified as current and current deferred income taxes.

See accompanying Notes to Consolidated Financial Statements.

                                      -5-


                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 ------------------------------------------


1.  INTERIM FINANCIAL STATEMENTS
    ----------------------------

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries.  The statements reflect all adjustments
necessary in the opinion of the Company for a fair presentation of interim
results.  They should be read in conjunction with the Company's 1994 Annual
Report to Stockholders, the Company's Report on Form 10-Q for the first
quarter of 1995, and Part II of this Report on Form 10-Q for additional
relevant information.


2.  BASE RATE MATTERS
    -----------------

In 1994, the Company filed an application with the Maryland Public Service
Commission (MPSC) for a $3.9 million increase in electric base rates to
recover the costs of "limited issues."  In April 1995, the MPSC denied the
Company's application to increase rates and subsequently instituted a new
proceeding to examine the reasonableness of the Company's existing base
rates.  On May 30, 1995, the MPSC approved a settlement agreement between the
Company, MPSC Staff, and Maryland People's Council which terminated the base
rate inquiry.


3.  COPCO ACQUISITION
    -----------------

On June 19, 1995, the Company acquired Conowingo Power Company (COPCO), the
Maryland retail electric subsidiary of PECO Energy Company (PECO), for $150
million plus a final payment amount to be determined primarily based on
COPCO's actual working capital as of June 19, 1995.  As disclosed in Note 5,
the Company financed the $150 million acquisition payment with $125.8 million
of long-term debt and $24.2 million of short-term debt which the Company
intends to refinance with long-term securities.  The acquisition resulted in
approximately 35,000 new electric retail customers, which represents 9% of
the Company's current customer base.

The acquisition has been accounted for as a purchase.  Immediately after the
acquisition, COPCO was merged into the Company and is now being operated as
the Conowingo District.  Operating results of the Conowingo District have
been included in the Consolidated Statements of Income since June 19, 1995.
Pro forma results of the Company, assuming the acquisition had taken place at
the beginning of each period presented, would not be materially different
from the results reported.

Under FERC requirements, the COPCO assets have been recorded at their net
book value, primarily reflecting electric plant of $107.7 million and related
accumulated depreciation of $31.7 million.  The difference between the amount
paid to PECO, including an estimate of the final payment amount, and the net
book value of the COPCO assets, or approximately $75 million, has been
recorded as goodwill and is included in electric utility plant.  The MPSC has
approved recovery of this goodwill through Maryland retail rates in two
components.  Approximately $49 million of the goodwill will be recovered as
an acquisition adjustment with a carrying charge over 20 years beginning at
the time of the Company's next Maryland base rate case.  The remaining $26
million will be recovered with a carrying charge over approximately 10 years
via a pre-approved surcharge to the Company's existing Maryland Retail rates
which will be placed in effect for Conowingo District customers beginning
February 1, 1996.  For financial statement purposes, the goodwill will be
amortized on a straight-line basis over 40 years beginning July 1995.

                                      -6-

In conjunction with the acquisition, the Company signed a contract with PECO
to purchase electric capacity and energy from the PECO system beginning
February 1, 1996, and ending May 31, 2006.  The base amount of the capacity
purchase, which is subject to certain possible adjustments, will start at 205
megawatts (MW) and will increase annually to 259 MW in 2006.  Under another
contract, the Company agreed to purchase the Conowingo District's electric
power requirements from PECO from the acquisition date until February 1,
1996.  Please refer to Note 13 to the Consolidated Financial Statements in
the 1994 Annual Report to Stockholders for information concerning commitments
related to these contracts.


4.  COMMON STOCK
    ------------

During the first six months of 1995, the Company issued 644,283 shares of
common stock for $12,624,000 primarily through the Dividend Reinvestment and
Common Share Purchase Plan (DRIP).  As of June 30, 1995, 60,186,289 shares of
common stock were outstanding.


5.  DEBT
    ----

On June 19, 1995, the Company issued the following debt to finance the $150
million acquisition of COPCO:

 - $100 million of First Mortgage Bonds, Series I, 7.71% Bonds due June 1,
        2025;

 - $25.8 million of First Mortgage Bonds, Series I, 6.95% Amortizing Bonds
   due June 1, 2008, with principal installments payable each year beginning
   June 1, 1997 and continuing through June 1, 2008; and

 - $24.2 million of short-term debt classified as long-term due to the
   Company's intention to refinance the entire amount on a long-term basis as
   supported by $130 million in revolving/term loan credit agreements.


6.  CONTINGENCIES
    -------------

Nuclear Insurance
- -----------------

In the event of an incident at any commercial nuclear power plant in the
United States, the Company could be assessed for a portion of any third-
party claims associated with the incident.  Under the provisions of the
Price Anderson Act, if third-party claims relating to such an incident
exceed $200 million (the amount of primary insurance), the Company could be
assessed up to $23.7 million for third-party claims.  In addition, Congress
could impose a revenue-raising measure on the nuclear power industry to pay
such claims.

The co-owners of the Peach Bottom Atomic Power Station (Peach Bottom) and
Salem Nuclear Generating Station (Salem) maintain nuclear property damage
and decontamination insurance in the aggregate amount of $2.8 billion for
each station.  The Company is self-insured, to the extent of its ownership
interest, for its share of property losses in excess of insurance
coverages.  Under the terms of the various insurance agreements, the
Company could be assessed up to $4.7 million in any policy year for losses
incurred at nuclear plants insured by the insurance companies.
The Company is a member of an industry mutual insurance company which
provides replacement power cost coverage in the event of a major accidental
outage at a nuclear power plant.  The premium for this coverage is subject
to retrospective assessment for adverse loss experience.  The Company's
present maximum share of any assessment is $1.4 million per year.

                                      -7-

Environmental Matters
- ---------------------

As previously disclosed under "Hazardous Substances" on page I-20 of the
Company's 1994 Annual Report on Form 10-K, the disposal of
Company-generated hazardous substances can result in costs to clean up
facilities found to be contaminated due to past disposal practices.  The
Company is currently a potentially responsible party at two federal
superfund sites and is alleged to be a third-party contributor at two other
federal superfund sites.  The Company also has three former coal
gasification sites which are state superfund sites.  The Company is
currently participating with the State of Delaware in evaluating two of the
three sites to assess the extent of contamination and risk to the
environment.  In 1994, the Company accrued a liability of $2 million
representing its estimate of site study and cleanup costs for all of its
federal and state superfund sites.

Other
- -----

The Company is involved in certain other legal and administrative
proceedings before various courts and governmental agencies concerning
rates, fuel contracts, tax filings, and other matters.  The Company expects
that the ultimate disposition of these proceedings will not have a material
effect on the Company's financial position or results of operations.


7.  SUPPLEMENTAL CASH FLOW INFORMATION
    ----------------------------------



                                      Six Months Ended       Twelve Months Ended
                                          June 30,               June 30,
                                     ------------------      -------------------
(Dollars in Thousands)                 1995      1994          1995       1994
                                     --------  --------      --------   --------
                                                            
Cash paid for
  Interest, net of amounts
    capitalized                       $29,363   $28,231       $58,969    $57,137

  Income taxes, net of refunds        $41,472   $37,925       $71,379    $76,364


                                      -8-

8.  NONUTILITY SUBSIDIARIES
    -----------------------

The following presents condensed financial information of the Company's
nonregulated wholly-owned subsidiaries: Delmarva Capital Investments, Inc.;
Delmarva Energy Company; and Delmarva Industries, Inc.  A subsidiary which
leases real estate to the Company's utility business, Delmarva Services
Company, is excluded from these statements since its income is derived from
intercompany transactions which are eliminated in consolidation.



                                     Three Months Ended   Six Months Ended     Twelve Months Ended
                                          June 30,            June 30,               June 30,
                                     ------------------   ----------------     -------------------
(Dollars in Thousands)                  1995       1994      1995     1994        1995        1994
                                     -------    -------   -------  -------     -------     -------
                                                                         
Revenues and Gains
  Landfill and waste hauling         $ 3,593    $ 3,661   $ 6,775  $ 6,442     $14,519     $13,149
  Operating services                   7,414      5,875    13,179   10,599      25,048      22,607
  Other revenues                         345      1,021       710    2,699       2,934       4,318
  Leveraged leases                     1,422         63     1,516      116       1,673         298
  Other investment income                251        181     3,276      934       3,635       1,655
                                     -------    -------   -------  -------     -------     -------
                                      13,025     10,801    25,456   20,790      47,809      42,027
                                     -------    -------   -------  -------     -------     -------

Cost and Expenses
  Operating expenses                  12,012      9,784    21,423   17,625      42,284      37,769
  Interest expense, net                   71          6       145       20         496           -
  Income taxes                           352        409     1,399    1,251       2,082       2,518
                                     -------    -------   -------  -------     -------     -------
                                      12,435     10,199    22,967   18,896      44,862      40,287
                                     -------    -------   -------  -------     -------     -------

Net income                           $   590    $   602   $ 2,489  $ 1,894     $ 2,947     $ 1,740
                                     =======    =======   =======  =======     =======     =======
Earnings per share of common
  stock attributed to subsidiaries     $0.01      $0.01     $0.04    $0.03       $0.05       $0.03


                                      -9-

                     SELECTED FINANCIAL AND OPERATING DATA
                     -------------------------------------
                             (Dollars in Thousands)



                                    3 Months Ended              6 Months Ended             12 Months Ended
                                        June 30                     June 30                    June 30
                               -----------------------     -----------------------     -----------------------
                                  1995         1994           1995         1994           1995         1994
                               ----------   ----------     ----------   ----------     ----------   ----------
                                                                                  
Electric Revenues
- -----------------

Residential                       $65,320      $63,216       $149,911     $155,964       $306,170     $319,337
Commercial                         59,947       56,620        118,748      116,119        245,135      244,026
Industrial                         36,847       35,586         72,911       70,372        148,133      148,796
Resale                             10,572       22,887         26,670       52,436         79,584      107,513
Other Sales Revenues (1)            5,767        7,798          3,942        5,076          5,682        8,390
                               ----------   ----------     ----------   ----------     ----------   ----------

Sales Revenues                    178,453      186,107        372,182      399,967        784,704      828,062
Interchange Deliveries             10,929        9,804         29,802       36,764         55,426       73,189
Miscellaneous Revenues              2,977        2,023          5,784        3,956         10,065        8,574
                               ----------   ----------     ----------   ----------     ----------   ----------

Total Electric Revenues          $192,359     $197,934       $407,768     $440,687       $850,195     $909,825
                               ==========   ==========     ==========   ==========     ==========   ==========

Electric Sales
- --------------
  (1000 kWh)

Residential                       710,698      699,328      1,750,702    1,876,145      3,453,300    3,649,096
Commercial                        832,249      796,587      1,709,908    1,688,736      3,482,230    3,435,815
Industrial                        801,694      801,563      1,602,739    1,572,630      3,278,240    3,247,472
Resale                            215,755      475,237        535,997    1,071,758      1,630,393    2,198,839
Other sales (2)                    30,272       69,867        (16,915)       4,513         29,568       74,867
                               ----------   ----------     ----------   ----------     ----------   ----------

Total Electric Sales            2,590,668    2,842,582      5,582,431    6,213,782     11,873,731   12,606,089
                               ==========   ==========     ==========   ==========     ==========   ==========

Gas Revenues
- ------------

Sales (1)                         $20,369      $20,136        $61,959      $69,498        $98,727     $107,851
Gas Transportation Revenues           401          276            883          448          1,626          698
Miscellaneous Revenues                 99          119            218          226            441          447
                               ----------   ----------     ----------   ----------     ----------   ----------

Total Gas Revenues                $20,869      $20,531        $63,060      $70,172       $100,794     $108,996
                               ==========   ==========     ==========   ==========     ==========   ==========

Gas Sales and Gas Transported
- -----------------------------
  (1000 mcf)

Sales (2)                           3,603        3,096         10,804       10,976         17,915       18,734
Gas Transported                       587          532          1,324          860          2,719        1,399
                               ----------   ----------     ----------   ----------     ----------   ----------

Total                               4,190        3,628         12,128       11,836         20,634       20,133
                               ==========   ==========     ==========   ==========     ==========   ==========


                                    June 30, 1995             December 31, 1994             June 30, 1994
                                   $            %              $            %              $            %
                               ----------   ----------     ----------   ----------     ----------   ----------
                                                                                  
Capitalization 
- --------------

Variable Rate Demand Bonds (3)    $71,500          3.5        $71,500          3.8        $41,500          2.3
Long-Term Debt                    879,523         43.6        774,558         40.8        746,566         40.5
Preferred Stock                   168,085          8.3        168,085          8.8        168,085          9.1
Common Stockholders' Equity       899,666         44.6        884,169         46.6        886,785         48.1
                               ----------   ----------     ----------   ----------     ----------   ----------

Total                          $2,018,774        100.0     $1,898,312        100.0     $1,842,936        100.0
                               ==========   ==========     ==========   ==========     ==========   ==========


(1)  Includes unbilled revenues.
(2)  Includes unbilled sales.
(3)  The Company intends to use the bonds as a source of long-term financing
     as discussed in Note 12 to the Consolidated Financial Statements of the
     1994 Annual Report.

                                     - 10 -

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ------------------------------------------------


EARNINGS
- --------

The earnings per average share of common stock attributed to the core utility
business and non-utility subsidiaries are shown below.



                              Three Months       Six Months        Twelve Months
                                 Ended             Ended               Ended
                            ----------------   ----------------   ----------------
                            6/30/95  6/30/94   6/30/95  6/30/94   6/30/95  6/30/94
                            -------  -------   -------  -------   -------  -------
                                                         
Core Utility
  Operations                  $0.27    $0.30     $0.79    $0.91     $1.69    $1.82
  Early Retirement Offer          -        -         -        -     (0.18)       -
                            -------  -------   -------  -------   -------  -------
                               0.27     0.30      0.79     0.91      1.51     1.82
Nonutility Subsidiaries        0.01     0.01      0.04     0.03      0.05     0.03
                            -------  -------   -------  -------   -------  -------
                              $0.28    $0.31     $0.83    $0.94     $1.56    $1.85
                            =======  =======   =======  =======   =======  =======


The components of change from the prior year in core utility earnings are
shown below:



                                               Increase (Decrease) in Earnings Per Share
                                            ------------------------------------------------
                                            Three Months      Six Months       Twelve Months
                                                Ended            Ended             Ended
                                               June 30          June 30           June 30
                                            1995 vs 1994     1995 vs 1994      1995 vs 1994
                                            ------------     ------------      -------------
                                                                      
Operations
  Revenues, net of fuel expense
    Rate increases                              $0.01            $0.03             $0.04
    Portion of electric resale business
        supplied by another utility             (0.06)           (0.13)            (0.13)
    Sales volume and other                       0.01            (0.08)            (0.17)
  Operation and maintenance expense              0.04             0.09              0.15
  Other                                         (0.03)           (0.03)            (0.02)
                                               ------           ------            ------
                                                (0.03)           (0.12)            (0.13)
Early Retirement Offer                              -                -             (0.18)
                                               ------           ------            ------
                                               ($0.03)          ($0.12)           ($0.31)
                                               ======           ======            ======


CORE UTILITY EARNINGS
- ---------------------

Earnings per share from core utility operations decreased by $0.03, $0.12,
and $0.13 for the three-, six-, and twelve-month periods ended June 30, 1995,
respectively, compared to the same periods last year.  These decreases in all
three periods were primarily due to lower electric sales resulting from
moderate weather conditions.  Decreased net electric revenues in all three
periods related to a resale customer's purchase of about one-half of its
power from another utility beginning January 1995 were offset through cost
reduction efforts and modest price increases pursuant to the Company's
"Three-Legged Stool" strategy, as described further under "Outlook" on page
12.  In addition to these factors, the twelve-month period earnings per share
comparison also reflects an $0.18 decrease due to an early retirement offer
(ERO) which was recorded in the third quarter of 1994.

As discussed in Note 3 to the Consolidated Financial Statements, the Company
purchased COPCO on June 19, 1995, and, accordingly, operating results from
the new Conowingo District have been included in the Company's Consolidated
Statements of Income since June 19, 1995.  Conowingo District operating
results are expected to have a minimal effect on total 1995 consolidated
earnings.  The Company expects Conowingo District operations will add to
earnings over time.
                                      -11-

OUTLOOK
- -------

As further discussed in Part II, Item 5(E) on Page 18, Salem Units 1 and 2
were taken out of service on May 16, 1995 and June 7, 1995, respectively, due
to operational problems and maintenance concerns.  Public Service Electric
and Gas Company (PSE&G) expects Units 1 and 2 will return to service in the
first and second quarters of 1996, respectively.  Based on information
provided by PSE&G, the Company estimates that its share of additional costs
related to the outage will consist of operation and maintenance costs of
approximately $3 million (to be incurred primarily in 1995) and replacement
power costs while the units are out of service of approximately $800,000 per
month per unit.  Replacement power costs for 1995 are estimated to range from
$7 million to $12 million.  The Company cannot determine at this time whether
the additional costs will be recoverable.

As previously disclosed under "Strategic Plans for Competition" in Part I of
the Company's 1994 Annual Report on Form 10-K, the Company has a "Three-Legged
Stool" strategy which includes three initiatives to aid the Company in
achieving its financial goals of maintaining the current dividend level,
growing earnings, and earning a return on equity of at least 11.5%, while
keeping prices competitive.  Through the first six months of 1995, the
Company is on target to meet its year-end goal of at least an 11.5% return on
equity.  Continued achievement of this goal is dependent, in part, on the
recoverability of the additional costs related to the Salem outage.  However,
the Company believes that it can manage the financial impact of the Salem
outage in order to keep its financial goals on track.

A recent example of the Company's efforts to increase sales involves the
Company's intensified economic development activities.  Through
public/private partnerships with state agencies, the Company has been a major
player in the effort to bring Scott Paper Company, Ionics Inc., and Zenith
Products to the Delmarva peninsula.  These companies will add 1,000 new jobs
in the Company's service territory and $1.5 million in annual electric and
natural gas revenues.  In addition, on August 4, 1995, the Company filed an
Economic Development Rate and a Negotiated Contract Rate with the Delaware
Public Service Commission (DPSC) as further discussed on page 18.


ELECTRIC REVENUES AND SALES
- ---------------------------

Details of the changes in the various components of electric revenues are
shown below:



                             Increase (Decrease) in Electric Revenues
                               From Comparable Period in Prior Year
                             ----------------------------------------
                                      (Dollars in Millions)

                                              Three      Six      Twelve
                                              Months    Months    Months
                                              ------    ------    ------
                                                         
          Non-fuel (Base Rate) Revenues
            Increased Rates                     $0.7    $  0.7     $ 0.9
            Portion of Resale Business
                Supplied by Another Utility     (6.2)    (12.3)    (12.3)
            Conowingo District                   3.6       3.6       3.6
            Sales Volume and Other              (1.7)     (8.7)    (16.3)
          Fuel Revenues                         (3.1)     (9.3)    (17.8)
          Interchange Delivery Revenues          1.1      (7.0)    (17.7)
                                              ------    ------    ------
               Total                           ($5.6)   ($33.0)   ($59.6)
                                              ======    ======    ======


Electric Non-Fuel (Base Rate) Revenues
- --------------------------------------

The electric non-fuel (base rate) revenue increases shown above as "Increased
Rates" reflect a $4.5 million annual increase in Delaware effective May 1,
1995.

                                      -12-

Electric non-fuel revenues decreased $6.2 million for the three-month period
and $12.3 million for the six- and twelve-month periods because one of the
Company's resale customers, Old Dominion Electric Cooperative (ODEC), began
purchasing about one-half of its electricity from another utility on January
1, 1995.

Electric non-fuel revenues increased $3.6 million in all three periods from
Conowingo District electric sales beginning June 19, 1995.  The Conowingo
District electric non-fuel revenues were offset by operating and financing
costs resulting in little effect on earnings in the current year periods.

Excluding the lost sales to ODEC and the additional Conowingo District sales,
electric non-fuel revenues from "Sales Volume and Other" variances decreased
$1.7 million, $8.7 million, and $16.3 million for the three-, six-, and
twelve-month periods primarily due to decreased sales in the weather-
sensitive residential and resale classes.  Weather conditions in the
Company's service territory included milder winter heating and summer cooling
seasons than in the previous year.  Partially offsetting the effect of
weather on current period sales were higher commercial sales, reflecting a
stronger economy, and annual customer growth of 1.6%.

Electric Fuel Revenues
- ----------------------

Electric fuel costs billed to customers, or fuel revenues, generally do not
affect net income, since the expense recognized as fuel costs is adjusted to
match the fuel revenues.  The amount of under- or over-recovered fuel costs
is deferred until it is subsequently recovered from or returned to utility
customers.  For the three- and six-month periods, fuel revenues decreased
$3.1 million and $9.3 million, respectively, primarily due to lower
kilowatthour (kWh) sales.  Fuel revenues decreased $17.8 million for the
twelve-month period due to lower kWh sales as well as lower fuel rates which
reflect lower fuel costs.

Interchange Delivery Revenues
- -----------------------------

Interchange delivery revenues are reflected in the calculation of rates
charged to customers under fuel adjustment clauses and, thus, do not
generally affect net income.  Interchange delivery revenues benefit customers
by reducing the effective cost of fuel billed to customers.  For the three-
month period, interchange delivery revenues increased $1.1 million primarily
from higher sales to the City of Dover, Delaware (Dover) as a result of
decreased generation from units Dover operates.  For the six- and twelve-
month periods, interchange delivery revenues decreased $7.0 million and $17.7
million, respectively, mainly due to lower sales and billing rates to the
Pennsylvania-New Jersey-Maryland Interconnection Association (PJM
Interconnection), partially offset by higher sales to Dover.


GAS REVENUES, SALES, AND TRANSPORTATION
- ---------------------------------------

Details of the changes in the various components of gas revenues are shown
below:



                      Increase (Decrease) in Gas Revenues
                      From Comparable Period in Prior Year
                      ------------------------------------
                             (Dollars in Millions)

                                             Three     Six     Twelve
                                             Months   Months   Months
                                             ------   ------   ------
                                                      
          Non-fuel (Base Rate) Revenues
            Rate Increase                     $ 0.6    $ 2.2    $ 2.8
            Sales Volume and Other              0.6     (1.1)    (1.1)
          Fuel Revenues                        (0.9)    (8.2)    (9.9)
                                             ------   ------   ------
               Total                          $ 0.3    ($7.1)   ($8.2)
                                             ======   ======   ======


                                      -13-

The gas non-fuel (base rate) revenue increases for all periods shown as "Rate
Increase" are due to a $3.1 million annual increase effective November 1,
1994.

Gas non-fuel revenues from "Sales Volume and Other" variances were caused
primarily by weather conditions.  The three-month increase of $0.6 million
resulted from a 12.5% increase in firm sales due mainly to cooler spring
weather than in the prior year.  The six- and twelve-month decreases of $1.1
million resulted from decreases in firm sales of 5.9% and 8.0%, respectively,
due mainly to a milder heating season than in the prior year.  The impact of
weather on sales for the six- and twelve-month periods was mitigated by 3.0%
annual customer growth.  Due to increased non-firm sales and gas transported,
which are billed at lower rates than sales to firm customers, total gas sold
and transported increased 2.5% for the six- and twelve-month periods.

Gas fuel revenues decreased in all periods primarily due to lower average
fuel rates charged to customers due to lower costs for purchased gas.


ELECTRIC FUEL AND PURCHASED POWER EXPENSES
- ------------------------------------------

The components of the changes in electric fuel and purchased power expenses
are shown in the table below:



                    Increase (Decrease) in Electric Fuel and
              Purchased Power from Comparable Period in Prior Year
              ----------------------------------------------------
                              (Dollars in Millions)
                                      
                                               Three     Six     Twelve
                                               Months   Months   Months
                                               ------   ------   ------
                                                        
          Average Cost of Electric Fuel
           and Purchased Power                  ($5.9)  ($17.0)  ($26.6)
          Decreased kWh Output                   (2.6)   (11.6)   (18.3)
          Deferral of Fuel Costs                  7.1     12.6     10.4
                                               ------   ------   ------
               Total                            ($1.4)  ($16.0)  ($34.5)
                                               ======   ======   ======


For the three-, six-, and twelve-month periods, the average cost of electric
fuel and purchased power expenses decreased $5.9 million, $17.0 million, and
$26.6 million, respectively, primarily due to lower priced purchased power.
Greater output from lower priced gas generation also contributed to the lower
average cost per kWh of output for the six- and twelve-month periods.

Expenses decreased $2.6 million, $11.6 million, and $18.3 million for the
three-, six-, and twelve-month periods, respectively, due to lower kWh output
which was attributed to lower demand within the Company's service territory
and the region served by the PJM Interconnection.

Expenses increased in all three periods due to variances in fuel costs
deferred and subsequently amortized under the Company's fuel adjustment
clauses.
The kWh output required to serve load within the Company's service territory
is basically equivalent to total output less interchange deliveries.  For
the twelve months ended June 30, 1995, the Company's output for load within
its service territory was provided by 42% coal generation, 31% oil and gas
generation, 16% nuclear generation, and 11% net purchased power.

                                      -14-

OPERATION AND MAINTENANCE EXPENSE
- ---------------------------------

Operation and maintenance expense decreased $4.1 million for the three months
ended June 30, 1995, primarily due to lower plant maintenance expenses and
lower salaries and wages as a result of the 1994 ERO.  For the six-month
period, operation and maintenance expense decreased $8.4 million mainly due
to salary and wage expense savings from the ERO and lower storm damage
expenses.  For the twelve months ended June 30, 1995, operation and
maintenance expense increased $3.2 million.  Increased costs, primarily due
to the $17.5 million ERO charge recorded in the third quarter of 1994, were
largely offset by a reduction in pension expense, salary and wage expense
savings from the ERO, and lower storm damage expenses.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

For the six months ended June 30, 1995, utility construction expenditures
were $55 million compared to $65 million for the same period last year.
Internally generated funds (net cash provided by operating activities less
common and preferred dividends) provided 158% of the cash required for
construction for the six months ended June 30, 1995, compared to 85% for the
same period last year.  For the twelve months ended June 30, 1995, and June
30, 1994, utility construction expenditures were $145 million.  Internally
generated funds provided 108% and 84% of the cash required for construction
during the twelve months ended June 30, 1995, and June 30, 1994,
respectively.

On June 19, 1995, the Company acquired COPCO for $150 million ($148.8
million net of cash acquired).  The Company financed the acquisition with
the issuance of the following debt:  $100 million of 7.71% First Mortgage
Bonds due in 2025, $25.8 million of 6.95% First Mortgage Bonds (Amortizing
Bonds) with annual principal installments payable each year beginning in
1997 and continuing through 2008, and $24.2 million of short-term debt which
the Company intends to refinance with long-term securities and has
classified under its term loan.

During the six months ended June 30, 1995, the Company's term loan balance
decreased $20.2 million as a result of repayment of the $45 million balance
at December 31, 1994 and the subsequent increase related to the COPCO
acquisition.

Mainly due to the long-term debt issued to acquire COPCO, long-term debt and
variable rate demand bonds as a percent of capitalization increased from
44.6% as of December 31, 1994 to 47.1% as of June 30, 1995.  Also, common
stockholders' equity decreased from 46.6% as of December 31, 1994 to 44.6%
as of June 30, 1995.  Through its DRIP, the Company will raise approximately
$25 million of common equity per year in order to manage its capital
structure and, thereby, maintain its capital structure at a level that
supports its A/A2 senior debt rating.

                                      -15-

RATIO OF EARNINGS TO FIXED CHARGES
- ----------------------------------

The Company's ratios of earnings to fixed charges under the Securities and
Exchange Commission (SEC) Method are shown below:




                                            12 Months
                                              Ended               Year Ended December 31,
                                             June 30,    ------------------------------------------
                                              1995        1994     1993     1992     1991     1990
                                            ---------    -----     ----     ----     ----     ----
                                                                            
Ratio of Earnings to Fixed Charges
    (SEC Method)..........................    3.32X       3.49X    3.47X    3.03X    2.58X    3.03X

Ratio of Earnings to Fixed Charges
    (SEC Method) as Adjusted..............    3.56X       3.74X    3.47X    2.78X    2.58X    2.89X




Adjusted ratios reflect the following pre-tax amounts:  for the twelve
months ended June 30, 1995 and for 1994, the exclusion of a $17.5 million
early retirement offer charge; for 1992, the exclusion of an $18.5 million
gain from the Company's share of a settlement reached in the lawsuit against
PECO in connection with the shutdown of Peach Bottom; and for 1990, the
exclusion of a $62.5 million write-off of an investment in certain non-
regulated subsidiary projects.

Under the SEC Method, earnings, including Allowance for Funds Used During
Construction (AFUDC), have been computed by adding income taxes and fixed
charges to net income.  Fixed charges include gross interest expense and the
estimated interest component of rentals.  Net income and income taxes
related to the cumulative effect of a change in accounting for unbilled
revenues recorded in 1991 are excluded from the computation of these ratios.


NONUTILITY SUBSIDIARIES
- -----------------------

Information on the Company's nonutility subsidiaries, in addition to the
following discussion, can be found in Note 8 to the Consolidated Financial
Statements.

Earnings per share of nonutility subsidiaries were $0.01 for both the second
quarter of 1995 and 1994.  The current year period included a gain on the
sale of a leveraged lease interest.  This gain was offset by gains from the
sale of real estate and better operating results of the solid waste group in
the prior year period.

For the six-month periods ended June 30, 1995 and 1994, earnings per share
of non-utility subsidiaries were $0.04 and $0.03, respectively.  The $0.01
increase was primarily due to higher recoveries of previously written-off
joint venture assets and the gain on the sale of a leveraged lease interest.
These earnings increases were largely offset by gains from the sale of real
estate and better operating results of the solid waste group in the prior
year period.

Nonutility subsidiaries earned $0.05 and $0.03 for the twelve-month periods
ended June 30, 1995 and 1994, respectively.  The $0.02 increase was
primarily due to higher recoveries of previously written-off joint venture
assets and the gain on the sale of a leveraged lease interest.  These
earnings increases were partially offset by an adjustment in the current
period to the realizable value of oil and gas wells and gains from the sale
of real estate in the prior period.

                                      -16-

                           PART II. OTHER INFORMATION
                           --------------------------

Item 5. Other Information
- -------------------------

A)   Integrated Resource Plan
     ------------------------

     The Company recently completed the annual update of its integrated
     resource plan.  This plan identifies resources expected to be used to
     meet customers' energy needs.  Highlights of the plan through the year
     2000 are as follows:

     -  In recognition of the changing nature of the electric utility
        industry, the plan continues to stress flexibility;

     -  The plan does not require significant capital commitments over the
        next two years; and

     -  Beginning in 1998, it appears the Company will need additional
        resources to meet its customer needs.  Because of the current excess
        generating capacity that exists in the region, and the level of
        uncertainty in the industry, the Company plans to use short-term market
        purchases to potentially meet all of its needs through 2000.

B)   Record System Peak Load
     -----------------------

     On August 4, 1995, during a period of abnormally hot weather, the
     Company's electrical system reached an all-time record peak load of
     2,774 MW.  The Company's previous record peak of 2,551 MW occurred on
     July 8, 1994.  On a preliminary basis, it appears that the new record
     peak load varied only slightly from the Company's current year forecast,
     considering normal weather conditions and load management
     implementation.

C)   Regulatory Reform
     -----------------

     As previously reported in Part I of the Company's 1994 Annual Report on
     Form 10-K, in 1993, the Governor of Delaware convened a Public Utility
     Regulatory Task Force.  On June 12, 1995, the Governor signed
     legislation implementing certain changes to the regulation process that
     had been recommended by the task force.
     
     The key elements of the legislation are as follows:
     
       (1)  The DPSC is authorized to (a) deregulate utility businesses
            when a competitive market exists and (b) implement alternative
            forms of regulation which depart from traditional rate base, rate
            of return regulation;
       
       (2)  The DPSC can authorize special rates for economic development
            purposes such as attracting new customers and preventing the loss
            of existing customers;
       
       (3)  The process through which the DPSC approves a public utility's
            proposed issuances of debt and equity securities has been
            streamlined;
       
       (4)  The DPSC is authorized to conduct rate proceedings in which
            the number or type of issues are limited; and
       
       (5)  The DPSC is encouraged to resolve issues through the use of
            settlements.

                                      -17-

D)   Economic Development Rate
     -------------------------

     On August 4, 1995, the Company filed an Economic Development Rate (EDR)
     with the DPSC.  The Company's proposed EDR reflects the guidelines
     promulgated by the above-described regulatory reform legislation.  The
     EDR provides a discount which is set at a level such that revenues are
     sufficient to recover all variable costs and contribute towards fixed
     costs.  In conjunction with the EDR, the Company also filed a Negotiated
     Contract Rate which will meet special needs and opportunities for
     businesses which cannot otherwise be accommodated by the Company's
     standard tariffs or the EDR.

E)   Salem Nuclear Generating Station
     --------------------------------

     As previously reported, due to operational problems and maintenance
     concerns, PSE&G removed Salem Unit 1 and Unit 2 from service on May 16,
     1995 and June 7, 1995, respectively.  PSE&G subsequently informed the
     Nuclear Regulatory Commission (NRC) that it had determined to keep the
     Salem units shut down pending review and resolution of certain equipment
     and management issues, and NRC agreement that each unit is sufficiently
     prepared to restart.  On June 9, 1995, the NRC issued a Confirmatory
     Action Letter documenting these commitments by PSE&G.

     Also on June 9, 1995, the NRC reported the results of a NRC Special
     Inspection Team (SIT) it formed to assess how effectively Salem is
     currently performing from a safety perspective in the areas of problem
     identification, prioritizing and conducting work on plant equipment, and
     management oversight of plant performance.  While the SIT identified
     some areas of strength at Salem as well as areas where improvements are
     being made, including equipment problem identification systems and some
     aspects of work control and root cause analysis, the team also
     identified a number of findings that reveal that the day-to-day focus on
     priority issues and trends were not managed well from a safety
     perspective.  In the report the NRC noted its concern that the SIT found
     that historically poor performance in the areas of configuration
     control, operator work-arounds and equipment operability determinations,
     have not substantially improved and constitute a burden on the plant
     operators to safely operate the Salem units, especially during plant
     events.

     As previously reported, PSE&G is engaged in a thorough assessment of
     equipment issues that have affected Salem's operation and the related
     management systems and will keep the units off line until it is
     satisfied that they are ready to return to service and operate reliably
     over the long term.  While PSE&G has not yet finalized its analysis and
     assessment activities, it currently estimates that Unit 1 will be ready
     to return to service in the first quarter of 1996 and Unit 2 during the
     second quarter of 1996, although no assurances can be given.  During the
     outage, Unit 1 will undergo a previously scheduled refueling and Unit 2
     will undergo a partial refueling which will allow PSE&G to eliminate a
     full refueling outage for Unit 2 scheduled for 1996.  The restart plan
     is focused on improving equipment reliability over the plant operations.
     
     PSE&G has developed and is implementing a number of detailed action
     plans designed to improve performance in a number of key areas.  Before
     restarting the units, PSE&G will complete a thorough review of station
     systems and gain concurrence from the NRC that management action has
     positioned the plant for reliable and safe operation.
     
                                      -18-

     PSE&G has recently undertaken a number of senior nuclear management
     changes, including the hiring from outside of PSE&G of a Senior Vice
     President - Nuclear Operations, a Senior Vice President - Nuclear
     Engineering, a General Manager - Salem Operations, and a Director -
     Quality Assurance and Nuclear Safety Review.  PSE&G is committed to
     achieving high standards of safety and operational performance for its
     nuclear program.  PSE&G's objective is to restart and run the Salem
     plants in accord with these standards so as to assure long-term
     reliability and reduce overall production costs in order to provide
     customers serviced by Salem with reliable and economic energy.

     As part of PSE&G's ongoing coordination with the NRC regarding the
     restart of the Salem units, on August 10, 1995, PSE&G met with
     representatives of the NRC concerning the Salem restart plan.
     PSE&G presented an overview of the restart plan and discussed
     independent oversight and engineering performance issues to gain
     alignment with the NRC's expectations for improvement at Salem.

     Based on information provided by PSE&G, the Company estimates that its
     share of additional costs related to the outage will consist of
     operation and maintenance costs of approximately $3 million (to be
     incurred primarily in 1995) and replacement power costs while the units
     are out of service of approximately $800,000 per month per unit.
     Replacement power costs for 1995 are estimated to range from $7 million
     to $12 million.  The Company cannot determine at this time whether the
     additional costs will be recoverable.

     A Salem NRC enforcement conference, originally scheduled for June 1,
     1995, was held on July 28, 1995.  Apparent violations discussed included
     valves that were incorrectly positioned following a plant modification
     in May 1993, nonconservatisms in setpoints for a pressurizer
     overpressure protection system, and several examples of inadequate root
     cause determination of events leading to insufficient corrective actions
     at Salem.  The Company cannot predict what action, if any, the NRC may
     take as a result of the enforcement conference.


F)   Peach Bottom Atomic Power Station
     ---------------------------------

     On August 2, 1995, the NRC held an enforcement conference regarding
     three alleged violations identified by the NRC at Peach Bottom.  The
     NRC's findings include alleged violations in control and design
     activities and technical specification requirements regarding
     operability of the emergency diesel generators.  The Company cannot
     predict what action, if any, the NRC may take as a result of the
     enforcement conference.


Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

A) Exhibits
   --------

Exhibit 12, Computation of Ratio of Earnings to Fixed Charges.
Exhibit 27, Financial Data Schedule.

B) Reports on Form 8-K
   -------------------

A Report on Form 8-K dated June 14, 1995, announcing the shutdown of Salem
Units 1 and 2 and PSE&G's decision to keep the units shut down pending the
resolution of certain issues was filed with the Commission.

A Report on Form 8-K dated July 20, 1995, updating matters related to Salem
Units 1 and 2 previously reported was filed with the Commission.

                                      -19-

                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                    Delmarva Power & Light Company
                                    ------------------------------
                                            (Registrant)




Date:   August 11, 1995             /s/ B. S. Graham
                                    --------------------------------------
                                    B. S. Graham, Senior Vice President,
                                    Treasurer, and Chief Financial Officer

                                      -20-

                                 EXHIBIT INDEX





                                                        Exhibit    Page
                                                        Number    Number
                                                        -------   ------

Computation of ratio of earnings to fixed charges          12       22

Financial Data Schedule                                    27       23

                                    -21-