SECURITIES AND EXCHANGE COMMISSION

                                 Washington D.C.

                                   FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                 April 15, 2002
                Date of Report (Date of earliest event reported)
                ------------------------------------------------

                                  CONNECTIVCORP
             (Exact name of registrant as specified in its charter)
             ------------------------------------------------------
                                    Delaware
                 (State or other jurisdiction of incorporation)
                 ----------------------------------------------
            333-70663                             06-1529524
     (Commission file number)          (IRS employer identification number)
     ------------------------          ------------------------------------

              750 Lexington Avenue, 23rd Floor, New York, NY  10022
                    (Address of principal executive offices)
                    ----------------------------------------

                                 (212) 750-5858
              (Registrant's telephone number, including area code)
              ----------------------------------------------------




ITEM  4.  CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT.

     (a)     On  April  15, 2002, ConnectivCorp (the "Company") dismissed Arthur
                                                      -------
Andersen  LLP  ("Andersen")  as  its independent accountants for the year ending
December  31, 2001.  The decision was approved by the  Board of Directors of the
Company.

     The  report  of Andersen on the financial statements of the Company for the
fiscal  year  ended  December 31, 2000 was qualified as to uncertainty about the
Company's  ability to continue as a going concern due to the Company's recurring
losses from operations and absence of revenues from its proposed business model.
Except  as described in this Item 4(a), the reports of Andersen on the financial
statements  of  the  Company  for  either  of  the past two fiscal years did not
contain  any  adverse opinion or disclaimer of opinion and were not qualified or
modified  as  to  uncertainty,  audit  scope  or  accounting  principles.

     In  addition, during the Company's two most recent fiscal years and through
April  15,  2002,  there  was  no  disagreement  with  Andersen on any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure, which disagreement, if not resolved to the satisfaction of
Andersen,  would  have  caused Andersen to make reference to the subject of that
disagreement  in  its  reports  on  the  Company's  financial  statements.

     The  Company  requested that Andersen furnish it with a letter addressed to
the  Securities  and  Exchange  Commission (the "SEC") stating whether or not it
agrees  with the statements in this Item 4(a). A copy of the letter furnished by
Andersen  in  response  to  that request, dated May 6, 2002, is filed as Exhibit
16.1  to  this  Form  8-K.

    (b) On  April  15,  2002, Patrusky Mintz & Semel ("Patrusky") was engaged as
the  Company's  new  independent accountants.  During the two most recent fiscal
years  and  the interim period preceding the engagement of Patrusky, the Company
has  not  consulted  with  Patrusky  regarding  either:  (i)  the application of
accounting  principles to a specified transaction, either completed or proposed,
or  the  type of audit opinion that might be rendered on the Company's financial
statements;  or (ii) any matter that was either the subject of a disagreement or
event  identified  in  paragraph  (a)(1)(iv)  of  Item  304  of  Regulation S-B.


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ITEM  7.  FINANCIAL  STATEMENTS,  PRO  FORMA  FINANCIAL INFORMATION AND EXHIBITS

     (c)     Exhibits:

     The  following  exhibits  are  filed  as  part  of  this  report:


Exhibit  Number     Description
---------------     -----------
16.1                Letter  from  Arthur Andersen LLP dated May 6, 2002
                    regarding change in certifying  accountant.
















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                                   SIGNATURES
                                   ----------
     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.

                                     CONNECTIVCORP
                                    ---------------
                                     (Registrant)


                                    By:  /s/  Elliot  Goldman
                                        ----------------------
                                        Elliot  Goldman
                                        President


Dated:     May  8,  2002









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                                  EXHIBIT INDEX
                                  -------------

Exhibit  No.     Document
------------     --------
16.1             Letter  from  Arthur Andersen LLP dated May 6, 2002
                 regarding change in certifying  accountant.