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)

January 8, 2001

             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)

Item 2.

Acquisition and Disposition of Assets.

On January 8, 2001, the Company completed the sale of its 9.72%
interest in the Conemaugh Generating Station, as more completely
described in the Form 8-K filed by the Company on December 19,
2000. After giving effect to certain adjustments at closing, the amount of cash received was $156 million.

In the Form 8-K filed by the Company on December 19, 2000
announcing the completion of the sale of generation assets to
Southern Energy, Inc., the amount of cash received by the
Company was incorrectly reported as $2.65 billion. After giving
effect to certain adjustments at closing, the amount of cash
received was actually $2.75 billion (as was correctly reported
in the press release filed as an exhibit to the earlier
Form 8-K).

Together with the proceeds of the sale of its 9.72% interest in
the Conemaugh Generating Station, the Company has received $2.9
billion in cash as a result of these divestitures.