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

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1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

6. Relationship of Reporting Person(s) to Issuer

Torgerson, William T.

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

February 3, 2003

701 Ninth Street, NW

(voluntary)

Executive Vice President and General Counsel

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

2/03/03

1,424

$18.60

Common Stock

2/03/03

2,880

$18.60

22,620

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

Stock Option
(right to buy)

120,843

Explanation of Responses:

** Intentional misstatements or omissions of facts constitute Federal Crime Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	William T. Torgerson by Ellen Sheriff Rogers, Attorney-in-Fact **Signature of Reporting Person	2/03/03 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

PEPCO HOLDINGS INC 4