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): December 9, 2005
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 5.04		Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
		On December 9, 2005, Pepco Holdings, Inc. ("PHI") sent a notice to the directors and executive officers of PHI notifying them of a blackout with respect to the PHI savings plans. The blackout period will begin at 4:00 p.m., Eastern time, on Tuesday, January 10, 2006 and will end during the week of January 15, 2006. The Company provided this notice in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, the blackout trading restriction rules. PHI received the notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, on December 9, 2005. During the blackout period and for two years after the end of the blackout period, security holders and other interested persons may obtain, without charge, information regarding the actual beginning and ending dates of the blackout period by contacting Ellen Sheriff Rogers, Vice President and Corporat e Secretary, Pepco Holdings, Inc., 701 Ninth Street, N.W., Washington, D.C. 20068, 202-872-3526.
		A copy of the notice of the blackout period to directors and executive officers of PHI is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01		Financial Statements and Exhibits.
		(c)   Exhibits
		The following exhibits are filed herewith:
		Exhibit No.	Description of Exhibit
		99.1	Notice of Blackout Period to Directors and Executive Officers of Pepco Holdings, Inc. dated December 9, 2005.
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        December 9, 2005					/s/ A. J. KAMERICK                            Name:  Anthony J. Kamerick Title:    Vice President and Treasurer
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EX-99

[Ship and Vanguard Logo appears here]
To:		Directors and Executive Officers of Pepco Holdings, Inc.
From:		The Vanguard Group
Date:		December 9, 2005
Re:		Important Notice Regarding 401(k) Plan Blackout Period and Restrictions on Ability to Trade in Company Securities
The administration of the Pepco Holdings, Inc. (the "Company")'s savings plans (the "Plans") is moving to Vanguard. The conversion will require that a blackout period be imposed on participants' transactions. The blackout period will begin at 4 p.m., Eastern time, on Tuesday, January 10, 2006 and is expected to end during the week of January 15, 2006. During the blackout period, participants in the Plans will not have access to their accounts for loans, withdrawals, distributions, or investment changes, including investment changes involving the Company's common stock held in the Plans.
This notice is provided to you pursuant to Rule 104 of Regulation BTR promulgated under the Securities Exchange Act of 1934 and Section 306 of the Sarbanes-Oxley Act of 2002. Pursuant to these rules, any director or executive officer of the Company is prohibited during the blackout period from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her services as a director or executive officer.
Please note the following:
·	"Equity securities" is defined broadly to include the Company's common stock, options, and other derivatives.
·	Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).
·	Among other things, these rules prohibit exercising options granted to you in connection with your services as a director or executive officer, selling Company stock acquired pursuant to such options and selling Company stock originally received as a restricted stock grant.
·	Exemptions from these rules generally apply for dividend reinvestment plans, sales required by law, and certain other "automatic" transactions.
·	Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your services as a director or executive officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identifications for all related purposes, such as tax reporting and disclosure requirements.
	Over, please
Institutional Division Post Office Box 2900, Valley Forge, Pennsylvania 19482-2900 (800) 523-1036 · www.vanguard.com
For inquiries concerning either this notice or the blackout period, please contact:
		Ellen Sheriff Rogers, Vice President and Corporate Secretary Pepco Holdings, Inc. 701 Ninth Street, NW Washington, DC 20068
Or call 202-872-3526.
The Vanguard Group and the ship logo are trademarks of The Vanguard Group, Inc. All other marks are the exclusive property of their respective owners.
ã 2005 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor. 44008-29 122005