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)		June 8, 2000
POTOMAC ELECTRIC POWER COMPANY(Exact name of registrant as specified in its charter)
District of Columbia and Virginia   (State or other jurisdiction of     incorporation)	1-1072   (Commission File Number)	53-0127880                  (I.R.S. Employer                  Identification No.)
1900 Pennsylvania Avenue, N. W., Washington, D. C.            (Address of principal executive offices)		20068                    (Zip Code)
Registrant's telephone number, including area code		(202) 872-3526
(Former Name or Former Address, if Changed Since Last Report)

                                                                                                                              Pepco
                                                                                                                              Form 8-K

Item 5.      Other Events

       Exhibit 99 attached hereto is hereby incorporated by reference.

Item 7.     Financial Statements and Exhibits.

(c)       Exhibits
Exhibit No.	Description of Exhibit	Reference
99	News Release of Potomac Electric Power Company dated June 8, 2000.	Filed herewith.

                                                       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.

Potomac Electric Power Company
                    (Registrant)

By             DENNIS R. WRAASE          
                     Dennis R. Wraase
                        President and
                   Chief Financial Officer

June 8, 2000
    DATE

EX-99

PEPCO [logo] 1900 Pennsylvania Avenue, N.W.
Washington, D. C. 20068
24-Hour Media Phone (202)872-2680
www.pepco.com
NYSE: POM

NEWS RELEASE
_______________________________________________

FOR IMMEDIATE RELEASE
June 8, 2000 MEDIA CONTACT:           Nancy Moses
                                              202-872-2680
INVESTOR RELATIONS:  Ernie Bourscheid
                                              202-872-2797

PEPCO TO SELL POWER GENERAING ASSETS TO
                   SOUTHERN ENERGY FOR $2.65 BILLION

  All Stranded Cost Recovered, Including Power Purchase Agreements

      Potomac Electric Power Company (NYSE: POM) announced today that it
has entered into an agreement to sell the bulk of its electric
generating assets to Southern Energy Inc., a wholly owned subsidiary of
Southern Company. The purchase price is $2.65 billion. When added to
the $152.5 million Pepco will receive for the sale of its interest in
the Conemaugh generating station, announced previously, this
transaction will bring the total for Pepco's sale of generation
resources to $2.8 billion. The agreement was reached following an
extensive competitive bidding process that began in January 2000.

     Also included as part of the transaction is a provision for Pepco
to buy power from Southern Energy for up to four years, at prices below
Pepco's current average cost of production. This will enable Pepco to
continue to provide power to customers who do not elect to switch to
another electricity supplier, as customer choice becomes effective.

     "This sale is beneficial to both our customers and shareholders,"
said John M. Derrick, Jr., Pepco chairman and chief executive officer.
Under sharing arrangements contained in settlements approved last year
by the Maryland and District of Columbia Public Service Commissions,
profits from the sale will be shared with customers. The sale also
eliminates customers' exposure to payment of "stranded costs" arising
from the transition to a competitive electricity market. "This
transaction will provide what the parties to the settlements hoped it
would. Customers' share of the proceeds will lower their electricity
bills and they will not have to pay any stranded costs," Derrick added.

     Approximately 1,000 Pepco employees will be affected by the sale;
Southern Energy has indicated it intends to retain the vast majority of
them. Eligible Pepco employees who are left without work as a result
of the sale will be covered by a severance plan.

                                          -MORE-
PEPCO 2-2-2

     Once the transaction is complete, Southern Energy will acquire the
1,412 megawatt coal- and oil-fired Morgantown generating station,
located in Charles County, Md.; the 2,339 megawatt coal-, oil-, and
gas-fired Chalk Point station, located in Prince George's County, Md.;
the 837 megawatt coal-, oil-, and gas-fired Dickerson station, located
in Montgomery County, Md.; and the Potomac River station, the 482
megawatt coal-fired facility located in Alexandria, Va. Southern
Energy also will acquire Pepco's rights and obligations to the 84
megawatt, Southern Maryland Electric Cooperative, Inc., combustion
turbine; Pepco's entitlements under five purchased power agreements
totaling 735 megawatts; and an engineering and maintenance service
facility. Two Pepco power plants located in Washington, D.C., are not
included in the sale, but will be operated and maintained by Southern
Energy. The transaction is expected to close later this year.

     "We are very pleased to have Southern make a commitment to power
generation in this region. Southern is a proven operator. That is
good news for our employees and the communities we serve," said Dennis
Wraase, Pepco president.

     Pepco is an investor-owned company that engages in regulated
utility operations and diversified competitive energy and
telecommunications businesses through its wholly owned subsidiaries.
The utility delivers electricity to 1.9 million people in Washington,
D.C., and major portions of Prince George's and Montgomery counties in
suburban Maryland and sells electricity at wholesale to the Southern
Maryland Electric Cooperative, Inc.

     Southern Energy Inc. - with operations in 13 countries on five
continents - develops, builds, owns and operates power production and
delivery facilities and provides a broad range of services to utilities
and industrial companies around the world. Its Southern Company Energy
Marketing unit provides energy marketing, risk management and financial
services and other energy-related commodities, products and services to
customers in the United States and Canada.

     Southern Company (NYSE: SO), the largest producer of electricity
in the United States, is also the parent firm of Alabama Power, Georgia
Power, Gulf Power, Mississippi Power and Savannah Electric.

     Pepco retained Navigant Consulting, Inc. (NYSE: NCI) to manage the
divestiture of its power generation portfolio. Merrill Lynch is
serving as Pepco's financial advisor, and the firm of Dickstein,
Shapiro, Morin & Oshinsky is the company's legal advisor.

                                       # # #

Information contained in this press release may include forward-looking statements,
which should be considered in light of the risks inherent in the company's business,
as discussed in the company's public documents filed with the Securities and Exchange
Commission.