Commission file number 1-1072
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
=============================
FORM 11-K
=============================
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For The Fiscal Year Ended June 30, 1997
==============================
POTOMAC ELECTRIC POWER COMPANY
SAVINGS PLAN FOR EXEMPT EMPLOYEES
POTOMAC ELECTRIC POWER COMPANY
1900 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D. C. 20068
<PAGE>
PEPCO SAVINGS PLAN
FORM 11-K - 1997
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Administrative Board has duly caused this annual
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
POTOMAC ELECTRIC POWER COMPANY
SAVINGS PLAN FOR EXEMPT EMPLOYEES
By /s/ DENNIS R. WRAASE
-------------------------------
Dennis R. Wraase, Chairman
Administrative Board
Dated: December 10, 1997
EXHIBIT 23
POTOMAC ELECTRIC POWER COMPANY
SAVINGS PLAN FOR EXEMPT EMPLOYEES
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Registration Statements on Forms S-8 (Numbers 33-36798 and
33-53685) of Potomac Electric Power Company of our report dated
October 17, 1997, appearing on page 1 of this Form 11-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Washington, D.C.
December 10, 1997
