UNITED STATES

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)

August 9, 2002

            POTOMAC ELECTRIC POWER COMPANY            
(Exact name of registrant as specified in its charter)

District of Columbia and Virginia
     (State or other jurisdiction
            of incorporation)

         1-1072        
(Commission File      Number)

     53-0127880     
(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
Form 8-K

Item 7.

Financial Statements and Exhibits.

  
 

(c)  Exhibits

  
 

Exhibit No.

Description of Exhibit

Reference
 

        99.1

Statement Under Oath of Principal Executive Officer regarding facts and circumstances relating to Exchange Act filings

Filed herewith.
 

        99.2

Statement Under Oath of Principal Financial Officer regarding facts and circumstances relating to Exchange Act filings

Filed herewith.

Item 9.

Regulation FD Disclosure.

On August 9, 2002, John M. Derrick, Jr., Chief Executive Officer, and Andrew W. Williams, Chief Financial Officer, of Potomac Electric Power Company each submitted to the SEC sworn statements pursuant to Securities and Exchange Commission Order No. 4-460. A copy of each of these statements is attached hereto as Exhibits 99.1 and 99.2.

                                                                             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.












August 9, 2002
    DATE



















-2-

Potomac Electric Power Company
             (Registrant)




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