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)       May 2, 1997     





                   POTOMAC ELECTRIC POWER COMPANY                      
     (Exact name of registrant as specified in its charter)





District of Columbia and Virginia      1-1072            53-0127880    
 (State or other jurisdiction of    (Commission     (I.R.S. Employer
  incorporation)                     File Number)   Identification No.)





1900 Pennsylvania Avenue, N. W., Washington, D. C.             20068   
     (Address of principal executive offices)                (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.


  Exhibits 99.1 and 99.2 attached hereto are hereby incorporated by reference.


Item 7.  Financial Statements and Exhibits.
    
         (c) Exhibits

         Exhibit No.       Description of Exhibit           Reference

            
          99.1             News Release of Potomac 
                           Electric Power Company and 
                           Baltimore Gas and Electric
                           Company dated May 2, 1997........Filed herewith.
          
          99.2             Letter of Potomac Electric
                           Power Company and Baltimore 
                           Gas and Electric Company
                           dated May 2, 1997................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      /s/ D. R. WRAASE
                                              Dennis R. Wraase   
                                          Senior Vice President and
                                           Chief Financial Officer


May 5, 1997
   DATE


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