Edgar Filing: PEPCO HOLDINGS INC

FORM 4

      Check this box if no longer
       subject to Section 16. Form 4 or
       Form 5 obligations may continue.
       See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

          OMB APPROVAL

OMB Number:           3235-0287
Expires:          January 31, 2005
Estimated average burden
hours per response . . . 0.5

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

6. Relationship of Reporting Person(s) to Issuer

Golden, Terence C.

Pepco Holdings, Inc. (POM)

(Check all applicable)

Director

10% Owner

(Last) (First) (Middle)

3. IRS Identification

4. Statement for

Officer (give title below)

Other (specify below)

Number of Reporting

Month/Day/Year

Pepco Holdings, Inc.

Person, if an entity

April 24, 2003

701 Ninth Street, NW

(voluntary)

5. If Amendment,

(Street)

Date of Original

7. Individual or Joint/Group Filing (Check Applicable Line)

(Month/Day/Year)

Form filed by One Reporting Person

Washington, DC 20068

Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Transaction Date

(Month/Day/Year)

2A.   Deemed Execution
         Date, if any
        (Month/Day/Year)

3.  Transaction
      Code
      (Instr. 8)

4.  Securities Acquired (A)
     or Disposed of (D)
     (Instr. 3, 4 and 5)

5.  Amount of
    Securities Beneficially
    Owned Following
    Reported Transaction(s)
    (Instr. 3 and 4)

6.  Ownership
     Form: Direct
    (D) or Indirect
    (I)
     (Instr. 4)

7.  Nature of
     Indirect Beneficial
     Ownership
     (Instr. 4)

Code

Amount

(A) or (D)

Price

Common Stock

1,942

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
	Persons who respond to the collection of information contained (Over) in this form are not required to respond unless the form displays SEC 1474 (9-02) a currently valid OMB control number

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.  Title of
     Derivative
      Security
      (Instr. 3)

2.  Conversion or
      Exercise Price
      of Derivative
      Security

3. Transaction Date

(Month/Day/Year)

3A.  Deemed
         Execution Date,
         If Any

        (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5.  Number of
     Derivative
     Securities
     Acquired (A) or
    Disposed of (D)
    (Instr. 3, 4, and 5)

6.  Date Exercisable and
    Expiration Date
    (Month/Day/Year)

7.  Title and Amount of
     Underlying Securities
     (Instr. 3 and 4)

8. Price of
    Derivative
    Security
    (Instr. 5)

9.  Number of
    Derivative
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction(s)
    (Instr. 4)

10. Ownership
       Form of
       Derivative
       Security:
       Direct (D) or
        Indiirect (I)
       (Instr. 4)

11.   Nature of
         Indirect
         Beneficial
         Ownership
         (Instr. 4)

Code

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Phantom Stock (1)

(2)

4/24/03

74.738416

(2)

Common Stock

74.738416

(1)

Phantom Stock (1)

(2)

4/25/03

74.471254

(2)

Common
Stock

74.471254

(1)

10,983.579597

Explanation of Responses:
(1) Acquired in consideration for services, with the number of shares of phantom stock calculated by dividing the amount of meeting fees and/or retainer payable ($1,250 per meeting or that portion of the annual retainer of $30,000 which the director elected to receive in phantom stock) by the market price of the PHI shares at the close of business two business days before the meeting or retainer payment date, respectively. At least one-half of the retainer is required to be paid in common stock or phantom stock.
(2) Phantom stock on a date specified or to be specified by the participant is settled in cash in an amount equal to the market price of the PHI common stock on the settlement date.

** Intentional misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	Terence C. Golden by Ellen Sheriff Rogers, Attorney-in-Fact **Signature of Reporting Person	4/25/03 Date
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.		Page 2