PHI Declares Dividend

Thursday, January 23, 2003

For Immediate Release

Pepco Holdings, Inc.''s Board of Directors today declared a dividend oncommon stock of 25 cents per share payable March 31, 2003, to shareholdersof record on March 10, 2003.

2003 Annual Meeting
In other action, the board set 10 a.m., April 25 for the 2003 Annual Meetingof Shareholders to be held at the J. W. Marriott Hotel, Capitol Ballroom,1331 Pennsylvania Ave., N.W.

Pepco Holdings, Inc. (NYSE: POM) is a diversified energy holding companywith headquarters in Washington, D.C. Its principal operating utilities,Pepco and Conectiv, deliver 50,000 gigawatt-hours of power to more than1.8 million customers in the District of Columbia, Delaware, Maryland,New Jersey and Virginia. PHI engages in regulated utility operations bydelivering electricity and natural gas, and provides competitive energyand energy products and services to residential and commercial customers.

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Forward-Looking Statements:
Except for historical statements and discussions, thestatements in this press release constitute "forward-looking statements"within the meaning of the federal securities laws. These statements containmanagement''s beliefs based on information currently available to themand on various 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. In connection with the transaction, additionalimportant factors that could cause actual results to differ materiallyfrom those in the forward-looking statements herein include risks anduncertainties relating to delays in obtaining, or adverse conditions containedin, related regulatory approvals, changes in economic conditions, availabilityand cost of capital, changes in weather patterns, changes in laws, regulationsor regulatory policies, developments in legal or public policy doctrinesand other presently unknown or unforeseen factors. These uncertaintiesand factors could cause actual results to differ materially from suchstatements. The company disclaims any intention or obligation to updateor revise any forward-looking statements, whether as a result of new information,future events or otherwise. This information is presented solely to provideadditional information to further understand the results and prospectsof the company.