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)

 December 9, 2002

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

                 Delaware                  
     (State or other jurisdiction
            of incorporation)

     000-33049    
(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 5.

Pepco Holdings, Inc. (the "Company") has entered into a Purchase Agreement, dated as of December 9, 2002, with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Legg Mason Wood Walker, Incorporated (the "Purchase Agreement") for the offer and sale of 5,000,000 shares of the Company's common stock that are registered with the Securities and Exchange Commission on a Registration Statement on Form S-3 (Registration No. 333-100478). The Purchase Agreement is filed herewith as Exhibit 1.1. The legality opinion of William T. Torgerson, Executive Vice President and General Counsel of the Company, relating to the issuance of such common stock is filed herewith as Exhibit 5.1. A press release relating to the offering is filed herewith as Exhibit 99 and is hereby incorporated by reference herein.

Item 7.

(c)  Exhibits

Exhibit No.

Description of Exhibit

Reference

      1.1

Purchase Agreement, dated as of December 9, 2002, with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Legg Mason Wood Walker, Incorporated

Filed herewith.

      5.1

Opinion of William T. Torgerson

Filed herewith.

     99

Press Release of Pepco Holdings, Inc. dated as of December 10, 2002

Filed herewith.

     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.

December 10, 2002
         DATE