Pepco Holdings Reports 2002 Earnings Conference Call Scheduled

Tuesday, February 11, 2003

For Immediate Release

Pepco Holdings, Inc. (NYSE: POM) today announced 2002 consolidated earningsof $210.5 million, or $1.61 per share, on operating revenue of $4.3 billion.Excluding the unfavorable impact of $17.5 million, or $.13 per share,resulting primarily from severance costs, earnings per share were $1.74.

"These results reflect strong performances from our core regulateddelivery businesses, Pepco and Conectiv Power Delivery," reportedAndrew Williams, PHI Chief Financial Officer. "Going forward thesebusinesses are expected to provide over 70% of our earnings. Concurrentlyour unregulated energy-related businesses have shown improving year-to-yearperformance providing added value to our shareholders," Williamsstated.

In 2001, Potomac Electric Power Company (Pepco) reported consolidatedearnings of $163.4 million, or $1.51 per share, on operating revenue of$2.4 billion. Excluding the unfavorable impact of $35.0 million, or 32cents per share, resulting primarily from subsidiary aircraft and investmentwrite-downs, earnings per share were $1.83.

PHI was formed in Feb. 2001 to effect Pepco''s acquisition of Conectiv,which occurred on Aug. 1, 2002. The 2002 year-end financial results includePepco and its pre-merger subsidiaries for a full 12 months consolidatedwith results from Conectiv and its subsidiaries for the five post mergermonths of August through December 2002. Comparisons to year-end and fourth-quarter2001 are not meaningful since under purchase accounting rules, Conectiv''sresults of operations are not included in these periods.

PHI''s consolidated earnings for the quarter ended Dec. 31, 2002, were$26.3 million, or 16 cents per share, on operating revenue of $1.6 billion.Earnings per share, excluding the unfavorable impact of $13.8 million,or 8 cents per share, resulting primarily from severance costs, were 24cents per share. For the fourth-quarter 2001, Pepco and its pre-mergersubsidiaries reported consolidated losses of $17.2 million, or a lossof 16 cents per share, on operating revenue of $481.9 million. Earningsper share, excluding the unfavorable impact of $44.6 million, or 42 centsper share, resulting primarily from subsidiary aircraft and investmentwrite-downs, were 26 cents.

OTHER INFORMATION

Conference Call for Investors
Pepco Holdings will host a conference call to discuss fourth-quarter resultson Wednesday, February 12, 2003 at 9 a.m. EST. Individual investors, membersof the news media and other interested parties may access the conferencecall "live" on the Internet at http://www.pepcoholdings.comor by telephone at (212) 896-6167. A taped replay of the conference callwill be available at 11 a.m. EST and will remain available through 11a.m. on Wednesday, February 19, 2003. To hear it, call (800) 633-8284or (402) 977-9140 and enter access code 21094935. An audio archive alsowill be available on the Pepco Holdings Web site.

Attachments Containing: EarningsPer Share Detail, Consolidated Quarterly and Year-End Results, and SelectedFinancial Information

Pepco Holdings, Inc. is a diversified energy companywith headquarters in Washington, D.C. Its principal operations consistof Pepco and Conectiv Power Delivery, which deliver 50,000 gigawatt-hoursof power to more than 1.8 million customers in Washington, 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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Except for historical statements and discussions, thestatements in this news release constitute "forward-looking statements"within the meaning of federal securities law. These statements containmanagement''s beliefs based on information currently available to managementand 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. 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 Holdingsdisclaims any intention or obligation to update or revise any forward-lookingstatements, whether as a result of new information, future events or otherwise.This information is presented solely to provide additional informationto further understand the results and prospects of Pepco Holdings.