FORM 8-K

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)

July 24, 2003

                 PEPCO HOLDINGS, INC.                   
(Exact name of registrant as specified in its charter)

                  Delaware               
     (State or other jurisdiction
            of incorporation)

     001-31403     
(Commission File      Number)

      52-2297449     
(I.R.S. Employer
Identification No.)

701 Ninth Street, N. W., Washington, D. C
(Address of principal executive offices

  20068   
(Zip Code)

Registrant's telephone number, including area code

(202) 872-3526


                                                                                                                           
(Former Name or Former Address, if Changed Since Last Report)

 

Pepco Holdings, Inc.
Form 8-K                 

Item 7.

Financial Statements and Exhibits.

 

 

(c)  Exhibits

 

 

Exhibit No.

Description of Exhibit

Reference

 

        99

Earnings News Release of Pepco Holdings, Inc. dated as of July 24, 2003.

Filed herewith.

Item 9.

Regulation FD Disclosure.

Item 12. Results of Operations and Financial Condition -- Pepco Holdings' earnings release for its second quarter 2003 financial results dated as of July 24, 2003 is attached hereto as Exhibit 99 and is incorporated herein by reference. This information in the press release is being filed under Item 12 and is being presented under Item 9 in accordance with the Securities and Exchange Commission's interim guidance regarding Form 8-K Item 12 filing requirements, as set forth in Release No. 33-8216.

 

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.






July 24, 2003
        DATE



-2-

PEPCO HOLDINGS, INC.
            (Registrant)



By:      /s/ A. W. WILLIAMS               
                 Andrew W. Williams
               Senior Vice President and
                Chief Financial Officer