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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 19, 2002


                  ATLANTIC CITY ELECTRIC TRANSITION FUNDING LLC


     (Exact Name of Registrant as Specified in its Certificate of Formation)


     DELAWARE                 333-59550                   51-0408521
     (State or Other           (Commission             (I.R.S. Employer
     Jurisdiction of           File Number)            Identification No.)
     Formation)


                  ATLANTIC CITY ELECTRIC TRANSITION FUNDING LLC
                                 P.O. Box 15597
                         Wilmington, Delaware 19850-5597
          (Address of Principal Executive Offices, Including Zip Code)


               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (302) 429-3902

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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

The Registrant registered transition bonds under the Securities Act of 1933 by a
Registration Statement on Form S-3 (Registration File No. 333-59550)
(the"Registration Statement"). Pursuant to the Registration Statement, the
Registrant issued and sold $440,000,000 in aggregate principal amount of
transition bonds. The transaction was closed on December 19, 2002. In connection
with this transaction, the Registrant entered into the material agreements
attached hereto as exhibits.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial statements of businesses acquired:

     Not applicable.

(b)  Pro forma financial information:

     Not applicable.

(c)  Exhibits:

A list of the Exhibits filed herewith is attached hereto.

                                    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 hereunto duly authorized.

                                ATLANTIC CITY ELECTRIC TRANSITION FUNDING LLC

                                By:   /s/ James P. Lavin
                                   -------------------------
                                   Name:  James P. Lavin
                                   Title:  Chief Financial Officer and Manager

Date: December 19, 2002





                                  EXHIBIT INDEX

The following exhibits are filed herewith:






                                INDEX TO EXHIBITS


Exhibit No.      Description

     1.1         Underwriting Agreement.

     3.1         Amended and Restated Limited Liability Company Agreement
                 of Atlantic City Electric Transition Funding LLC.

     4.1         Indenture.

     4.2         Series Supplement including Form of Transition Bonds.

     10.1        Sale Agreement.

     10.2        Servicing Agreement.

     10.3        Administration Agreement.