Exhibit 23(d)


               Consent of Independent Accountants
               __________________________________
                                
We  hereby  consent  to the incorporation  by  reference  in  the
Prospectus constituting part of this  Registration  Statement  on
Form  S-3 of our report dated January 17, 1997, which appears  on
page  32  of  the 1996 Annual Report to Shareholders  of  Potomac
Electric  Power  Company, which is incorporated by  reference  in
Potomac  Electric Power Company's Annual Report on Form 10-K  for
the  year  ended  December 31, 1996.   We  also  consent  to  the
incorporation  by  reference  of  our  report  on  the  Financial
Statement  Schedule,  which appears on page  66  of  such  Annual
Report  on  Form  10-K.  We also consent to the reference  to  us
under the heading "Experts" in such Prospectus.

/s/ Price Waterhouse LLP

Washington, D.C.
April 3, 1997