FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response . . .1.0
1. Name and Address of Reporting Person* Torgerson, William T.			2. Issuer Name and Ticker or Trading Symbol Pepco Holdings, Inc. (POM)					6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
								Director 10% Owner X Officer (give title below) Other (specify below)
(Last) (First) (Middle)			3. IRS Identification Number of Reporting Person, if an entity (voluntary)		4. Statement for Month/Year Year Ended 12/31/02
Pepco Holdings, Inc. 701 Ninth Street, NW
								Executive Vice President and General Counsel
					5. If Amendment, Date of Original (Month/Day/Year)
(Street)								7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
Washington, DC 20068
(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) ______________________________ Amount (A) or (D) Price			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)
Common Stock	8/2/02			A		7,164	A	$19.735	29,858	D

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).

FORM 5(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)

_________________


  (A)                      (D)

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

_____________________

       Date              Expiration
  Exercisable            Date

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

________________________
                                Amount or
                                Number of
       Title                      Shares

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)

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		2/21/03 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 5