SECURITIES AND EXCHANGE COMMISSION


As Filed with the Securities and Exchange Commission on November 12, 2003






SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   

In the Matter of

CERTIFICATE

Pepco Holdings, Inc. and
Subsidiaries

OF

File No. 70-9947

NOTIFICATION

(Public Utility Holding
Company Act of 1935)

PURSUANT TO RULE 24

This Certificate of Notification is filed by Pepco Holdings, Inc., a Delaware corporation ("PHI"), pursuant to Rule 24 (17 C.F.R. Section 250.24) under the Public Utility Holding Company Act of 1935 (the "Act"). Such filing is made in connection with PHI's Form U-1 Application-Declaration, as amended (the "Application"), and as authorized by the order of the Securities and Exchange Commission (the "Commission") dated July 31, 2002, (the "Order") in the above-referenced file. The filing directs that PHI file with the Commission a certificate pursuant to Rule 24 within 2 business days after a downgrade of the senior debt ratings of PHI, Potomac Electric Power Company, Atlantic City Electric Company or Delmarva Power & Light Company.

Please be advised that on November 7, 2003, Standard & Poor's Ratings Services assigned the following ratings all of which are downgrades:

Delmarva Power & Light Company
Senior Secured Debt
Senior Unsecured Debt


A-
BBB


 

Please be advised that on November 7, 2003, Moody's Investors Service assigned the following ratings all of which are downgrades:

PHI
Senior Unsecured Debt


Baa2

Potomac Electric Power Company
Senior Secured Debt
Senior Unsecured Debt


A3
Baa1

Delmarva Power & Light Company
Senior Secured Debt
Senior Unsecured Debt


A3
Baa1

Atlantic City Electric Company
Senior Secured Debt
Senior Unsecured Debt


A3
Baa1


 

SIGNATURE

I, Anthony J. Kamerick, Vice President and Treasurer of Pepco Holdings, Inc., certify that the transactions included in this Certificate of Notification have been carried out in accordance with the terms and conditions of and for the purposes represented in the Application.





November 12, 2003

Pepco Holdings, Inc.



/s/ Anthony J. Kamerick
Anthony J. Kamerick
Vice President and Treasurer