PHI Sells an Additional $150 Million of Unsecured Notes

Wednesday, September 18, 2002

For Immediate Release

Pepco Holdings, Inc. (NYSE:POM) has agreed to sell an additional $150million of 5.50 percent notes due Aug. 15, 2007 (to be consolidated andform a single series with the $350 million 5.50 percent notes due 2007,which were issued by PHI on Sept. 6). The notes will be unsecured andwill rank equally with all of PHI''s unsecured and unsubordinated indebtedness.The notes will be offered to investors at a price of 101.514 percent inan unregistered transaction that is expected to close Sept. 19, 2002.

The proceeds from the sale of the notes will be used to repay outstandingcommercial paper.

PHI is a diversified energy holding company formed inthe merger of Pepco and Conectiv. The combined company delivers 50,000gigawatt-hours of power to more than 1.8 million customers in Washington,D.C., Delaware, New Jersey, Maryland and Virginia. PHI engages in regulatedutility operations by delivering electricity and natural gas, and providescompetitive energy products and services to residential and commercialcustomers.

Forward-Looking Statements:Except for historical statements and discussions, the statements in thisnews release constitute "forward-looking statements" withinthe meaning of the federal securities laws. These statements contain management''sbeliefs based on information currently available to management and onvarious assumptions concerning future events. Forward-looking statementsare not a guarantee of future performance or events. They are subjectto a number of uncertainties and other factors, many of which are outsidethe company''s control. Factors that could cause actual results to differmaterially from those in the forward-looking statements herein includegeneral economic, business and financing conditions; availability andcost of capital, changes in laws, regulations or regulatory policies,weather conditions; competition; governmental actions; and other presentlyunknown or unforeseen factors. These uncertainties and factors could causeactual results to differ materially from such statements. Pepco Holdings,Inc. disclaims
any intention or obligation to update or revise any forward-looking statements,whether as a result of new information, future events or otherwise. Thisinformation is presented solely to provide additional information to furtherunderstand the results and prospects of Pepco Holdings, Inc.