EXHIBIT 8


                               REID & PRIEST LLP
             A New York Registered Limited  Liability Partnership
                              40 West 57th Street
                        New York, New York  10019-4097
                            Telephone 212 603-2000
                               Fax 212 603-2001


                                                    New York, New York
                                                    June 28, 1996


Delmarva Power & Light Company
800 King Street
Wilmington, Delaware 19899

Ladies and Gentlemen:

             Reference is made to the prospectus (the"Prospectus"), which 
constitutes part of the registration statement on Form S-3 ("Registration 
Statement"), to be filed by Delmarva Power & Light Company and Delmarva Power 
Financing I with the Securities and Exchange Commission on or about the date 
hereof pursuant to the Securities Act of 1933, as amended, for the registration 
of, among other things, Cumulative Trust Preferred Capital Securities 
("Preferred Securities") of Delmarva Power Financing I.

              We are of the opinion that the statements set forth under the 
caption "Certain United States Federal Income Tax Consequences" in the 
Prospectus constitute an accurate description, in general terms, of certain 
United States federal income tax considerations that may be relevant to the 
prospective purchasers of the Preferred Securities.

              We hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement and to the references to us in the Prospectus under 
the caption "Certain United States Federal Income Tax Consequences.

                                                  Very truly yours, 

        
                                                  /s/ Reid & Priest LLP