POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of PEPCO HOLDINGS, INC., a Delaware corporation, (the "Company") hereby constitute and appoint John M. Derrick, Jr., Dennis R. Wraase, William T. Torgerson, Andrew W. Williams, Anthony J. Kamerick and Ellen Sheriff Rogers and each of them, their true and lawful attorneys and agents with full power and authority, in their names and on their behalf, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1933, as amended (the "Act"), the Securities Exchange Act of 1934, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission thereunder, and to comply with the securities laws of any state of the United States or any other jurisdiction, in connection with a Registration Statement on Form S-3 to be filed under the Act for the public offering and sale of up to $500,000,000 in debt and/or equity securities, and any Registration Statement for the public offering and sale of up to an additional 20% thereof filed in accordance with Rule 462(b) under the Act, including specifically, but without limiting the generality of the foregoing, power and authority to sign the names of the undersigned directors and officers, in the respective capacities indicated below, to said Registration Statements and to any instruments or documents filed as a part of or in connection with said Registration Statements or amendment thereto; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.      IN WITNESS WHEREOF, each of the undersigned has subscribed, or caused to be subscribed, these presents this 26th day of September, 2002.
	Signature - - - - - -
Principal Executive Officer:	/S/JOHN M. DERRICK, JR.     JOHN M. DERRICK, JR.     Chief Executive Officer     and Director
Principal Financial Officer:	/S/A. W. WILLIAMS     ANDREW W. WILLIAMS     Senior Vice President and     Chief Financial Officer
Principal Accounting Officer:	/S/JAMES P. LAVIN     JAMES P. LAVIN     Vice President and Controller

Director	/S/ EDMUND B. CRONIN, JR.           EDMUND B. CRONIN, JR.
Director	/S/ T. C. GOLDEN                            TERENCE C. GOLDEN
Director	/S/ GEORGE F. MacCORMACK           GEORGE F. MacCORMACK
Director	/S/ RICHARD B. McGLYNN              RICHARD B. McGLYNN
Director	JUDITH A. McHALE
Director	/S/ FLORETTA D. McKENZIE             FLORETTA D. McKENZIE
Director	/S/ LAWRENCE C. NUSSDORF
	LAWRENCE C. NUSSDORF
Director	/S/ PETER F. O'MALLEY                   PETER F. O'MALLEY
Director	/S/ PAULINE A. SCHNEIDER            PAULINE A. SCHNEIDER
Director	/S/ D. R. WRAASE                          DENNIS R. WRAASE
Director	/S/ A. T. YOUNG                             A. THOMAS YOUNG