FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number:   001-01072

701 Ninth St., N.W.
Washington, D.C. 20068
(202) 872-2000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Serial Preferred Stock, $50 par value
($2.44 Series of 1957, $2.46 Series of 1958, $2.28 Series of 1965)
(Title of each class of securities covered by this Form)

None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)

  X

Rule 12h-3(b)(1)(i)

Rule 12g-4(a)(1)(ii)

Rule 12h-3(b)(1)(ii)

Rule 12g-4(a)(2)(i)

Rule 12h-3(b)(2)(i)

Rule 12g-4(a)(2)(ii)

Rule 12h-3(b)(2)(ii)

Rule 15d-6

Approximate number of holders of record as of the certification or notice record date:                     0                        

          Pursuant to the requirements of the Securities Exchange Act of 1934, Potomac Electric Power Company has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

DATE:   March 6, 2006

By:       /s/ JOSEPH M. RIGBY                     
          Joseph M. Rigby
          Senior Vice President and Chief Financial Officer