As Filed with the Securities
and Exchange Commission
on March 31, 2003
Contains Confidential Information
Filed pursuant to a request for
Confidential Treatment

Pepco Holdings, Inc.
FORM U-9C-3
For the Quarter Ended December 31, 2002



Table of Contents

Page

Item 1. Organization Chart

1

Item 2. Issuance and Renewals of Securities and Capital Contributions

1

Item 3. Associated Transactions

2

Item 4. Summary of Aggregate Investment

3

Item 5. Other Investments

4

Item 6. Financial Statements and Exhibits

4

SIGNATURE

5

Item 1. - ORGANIZATION CHART

Not required for 4^th quarter report.

Item 2. - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

ISSUANCES AND RENEWALS OF SECURITIES

Company Issuing
Security

Company To Whom
Security Was Issued

Type of Security
Issued

Issue or
Renewal

Amount of
Securities
During Period($)

Interest Rate
(%)

Cumulative
Amount of
Securities ($)

PHI Service
Company, Agent

Atlantic Generation,
Inc.

Money Pool
Advance

N/A

*

N/A

*

PHI Service
Company, Agent

Conectiv Operating
Services Company

Money Pool
Advance

Issue

*

*

*

PHI Service
Company, Agent

Conectiv Energy
Supply, Inc.

Money Pool
Advance

Issue

*

*

*

PHI Service
Company, Agent

Pepco Energy
Services, Inc.

Money Pool
Advance

N/A

*

N/A

*

Note: PHI Service Company serves as agent for the PHI System Money Pool.

CAPITAL CONTRIBUTIONS:

Company Contributing Capital

Company Receiving Capital

Amount During Period ($)

Cumulative Amount($)

Conectiv

Enertech Capital Partners, LP

*

*

Conectiv

Enertech Capital Partners II, LP

*

*

Conectiv

Enerval

*

*

Pepco Energy Services, Inc.

Trigen-Pepco Energy Services,
LLC

*

*

Pepco Energy Services, Inc.

Viron/Pepco Services Partnership

*

*

Pepco Energy Services, Inc.

Fauquier Landfill Gas, LLC

*

*

Pepco Energy Services, Inc.

Pepco Building Services, Inc.

*

*

Note: Enerval is no longer an active company.

* Confidential Treatment Requested

Part II - Transactions performed by associate companies on behalf of reporting companies.

Associate Company Rendering Services

Reporting Company
Receiving Services

Types of Services
Rendered

Direct Costs
Charged ($)

Indirect Costs
Charged ($)

Total Amount
Billed ($)

Conectiv Delmarva
Generation, Inc.

Conectiv Energy
Supply, Inc.

Electric Energy,
Capacity and
Ancillary Services

*

*

Conectiv Atlantic
Generation, L.L.C.

Conectiv Energy
Supply, Inc.

Electric Energy,
Capacity and
Ancillary Services

*

*

Delmarva Power &
Light Company

Conectiv Energy
Supply, Inc.

PJM Expenses

*

*

Conectiv
Bethlehem,
LLC

Conectiv Energy
Supply, Inc.

Electric Energy,
Capacity and
Ancillary Services

*

*

W. A. Chester

Substation Test
Company, Inc.

Maintenance

*

*

Pepco Energy
Services, Inc.

Substation Test
Company, Inc.

Maintenance

*

*

Potomac Electric
Power Company

MET Electrical
Testing Company,
Inc.

Maintenance

*

*

Potomac Electric
Power
Company

Conectiv Energy
Supply, Inc.

Capacity

*

*

Note: PHI Service Company, the service company for the PHI System, provides services to various reporting companies. Such information is reported on the annual Form U-13-60.

*Confidential Treatment Requested

Item 4. - SUMMARY OF AGGREGATE INVESTMENT

Investments in energy-related companies (in millions):

Total consolidated capitalization as of December 31, 2002

$9,486.7

      Line 1

Total capitalization multiplied by 15%
                (Line 1 multiplied by 0.15)

1,423.0

      Line 2

Greater of $50 million or line 2

$1,423.0

      Line 3

Total current aggregate investment:
(categorized by major line of energy-related business)
Energy-related business Category - Rule 58(b)(1)(i)
Energy-related business Category - Rule 58(b)(1)(ii)
Energy-related business Category - Rule 58(b)(1)(iv)
Energy-related business Category - Rule 58(b)(1)(v)
Energy-related business Category - Rule 58(b)(1)(vi)
Energy-related business Category - Rule 58(b)(1)(vii)
Energy-related business Category - Rule 58(b)(1)(viii)
Energy-related business Category - Rule 58(b)(1)(ix)

$ *
*
*
*
*
*
*
*

Total current aggregate investment

$*

      Line 4

Difference between the greater of $50 million or 15% of
Capitalization and the total aggregate investment of the
registered holding company system (line 3 less line 4)

$*

      Line 5

*Confidential Treatment Requested

Investments in gas-related companies:

NONE

Item 5. - OTHER INVESTMENTS

Prior to the registration of Pepco Holdings, Inc. as a registered holding company on August 1, 2002, Potomac Electric Power Company and its subsidiaries had investments of approximately $140.4 million in "energy-related companies." Such amount is excluded from the calculations in Item 4 above.

Item 6. - FINANCIAL STATEMENTS AND EXHIBITS

A.     Financial Statements:

         Not required for 4^th quarter report.

B.     Exhibits:

        B-2.                  Certificate of Pepco Holdings, Inc.

SIGNATURE

The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.

PEPCO HOLDINGS, INC.


By:   Anthony J. Kamerick
        Anthony J. Kamerick
        Vice President and Treasurer

March 31, 2003

Exhibit B-2

Certificate

I hereby certify that the Form U-9C-3 for Pepco Holdings, Inc. for the previous quarter has been provided to the state commissions listed below:

Delaware Public Service Commission
861 Silver Lake Boulevard
Cannon Building, Suite 100
Dover, DE 19904

Maryland Public Service Commission
6 St. Paul Centre, 16th Floor
Baltimore, MD 21202

Virginia State Corporation Commission
1300 E. Main Street
Tyler Building
Richmond, VA 23219

New Jersey Board of Public Utilities
Two Gateway Center
Newark, NJ 07102

Public Service Commission of the District of Columbia
2^nd Floor - West Tower
1333 H Street, N.W.
Washington, DC 20005

PEPCO HOLDINGS, INC.


By:  Anthony J. Kamerick
       Anthony J. Kamerick
       Vice President and Treasurer

Date: March 31, 2003