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)

April 4, 2003

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

                  Delaware               
     (State or other jurisdiction
            of incorporation)

     001-31403     
(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 9.

Regulation FD Disclosure.

On several recent occasions, PHI management indicated that the proposed Maryland Settlement Agreement would provide the Company a Standard Offer Service margin, beginning in July 2004, of approximately the same level as is being provided by the current customer sharing formula in the Generation Procurement Credit. While the gross margins in the proposed settlement range from 4.0 to 6.5 mils, varying by customer class, the net margin expected to be retained by the Company is approximately 2.0 to 2.2 mils or two-thirds of the current margin. Final results will depend on the Maryland Commission's acceptance of the proposed settlement and the level of migration by customer class. The Company plans to propose a similar arrangement in the District of Columbia.

          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.

April 4, 2003
        DATE

-2-

PEPCO HOLDINGS, INC.
            (Registrant)

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