Current Report on Form 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2007

                                     PEPCO HOLDINGS, INC.                                  
(Exact name of registrant as specified in its charter)

            Delaware            
(State or other jurisdiction
        of incorporation)        

     001-31403     
(Commission
File Number)

    52-2297449    
(IRS Employer
Identification No.)

              701 Ninth Street, N.W., Washington, DC              
(Address of principal executive offices)

             20068             
(Zip Code)

Registrant's telephone number, including area code           (202) 872-3526

                                       Not Applicable                                       
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Pepco Holdings, Inc.
Form 8-K

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 

          On March 29, 2007, the Board of Directors amended the Bylaws of Pepco Holdings, Inc. to provide that the number of directors constituting its Board of Directors shall be not less than six nor more than 15, with the exact number to be fixed from time to time by resolution of the Board of Directors.
 

          The amended Bylaws are filed herewith as Exhibit 3.

Item 9.01

Financial Statements and Exhibits.
 

(d)   Exhibits
 

Exhibit No.

Description of Exhibit
 

    3

Bylaws

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  PEPCO HOLDINGS, INC.           
          (Registrant)

Date        March 29, 2007     

  /s/ JOSEPH M. RIGBY                 
Name:  Joseph M. Rigby
Title:    Senior Vice President and
                Chief Financial Officer

 

 

 

 

 

 

 

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