UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF ~~THE~~

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

~~September~~October 1525, 2004

Exact name of registrant as specified in its charter; Commission File No.:	Address of principal executive offices; zip code; registrant’s telephone number, including area code:	State or other jurisdiction of incorporation or organization; IRS Employer Identification No.:
Exact name of registrantas specified in its charter;Commission File No.:	Address of principalexecutive offices; zip code;registrant’s telephonenumber, including area code:	State or other jurisdiction ofincorporation ororganization; IRS EmployerIdentification No.:
Duquesne Light Holdings, Inc. 1-10290	411 Seventh Avenue Pittsburgh, PA 15219 412-393-6000	Pennsylvania 25-1598483
Duquesne Light Company 1-956	411 Seventh Avenue Pittsburgh, PA 15219 412-393-6000	Pennsylvania 25-0451600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 27.0301. ~~Creation~~Regulation ofFD ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Disclosure.

On ~~September~~October 1525, 2004, officers of Duquesne Light Holdings, Inc. ~~(“Holdings”)~~will ~~and~~be ~~its~~meeting ~~wholly~~with ~~owned~~members ~~subsidiary~~of ~~Duquesne~~the ~~Light~~investment ~~Company~~community ~~(“Duquesne~~at ~~Light”)~~the ~~entered~~Edison ~~into~~Electric Institute’s ~~unsecured~~Financial ~~revolving~~Conference ~~credit~~in ~~facilities~~San ~~(each~~Diego, aCalifornia. ~~“revolver”)~~The ~~expiring~~topics into ~~September~~be ~~2007. Holding’s~~discussed ~~new~~are ~~$175~~reflected ~~million~~in ~~revolver~~the ~~replaced~~slides ~~its~~furnished ~~prior~~as ~~$110~~Exhibit ~~million,~~99.1 ~~364-day revolver~~hereto. ~~Duquesne~~The ~~Light’s~~topics ~~new~~include ~~$100~~forward-looking ~~million~~statements; ~~revolver~~see ~~replaced~~the ~~its~~more ~~prior~~detailed ~~$180~~discussion ~~million,~~thereof ~~364-day~~on ~~revolver~~Slide 2 of Exhibit 99.1.

~~Both~~Substantially ~~revolvers~~all ~~permit borrowings at interest rates~~ of ~~LIBOR~~the ~~(plus~~information ato ~~margin of~~be ~~0.75~~discussed %has tobeen ~~2.00%)~~previously ordisclosed anin ~~alternate~~the ~~base~~Quarterly ~~rate~~Reports ~~(plus a margin from 0.0% to 1.00%). Both revolvers have commitment fees that range from 0.125% to 0.30%. Interest rates and commitment fees are based~~ on ~~the~~Form ~~borrower’s then~~10-~~current~~Q ~~senior~~for ~~unsecured credit rating. Both revolvers are subject to cross-default if~~ the ~~borrower~~first ortwo ~~any~~quarters of ~~its~~2004 ~~subsidiaries~~(filed ~~defaults~~May on10 ~~any~~and ~~payment~~August ~~due~~9, ~~under~~2004), ~~any indebtedness exceeding $50 million. Both revolvers have financial covenants requiring~~ the ~~borrower~~Report ~~to maintain~~on aForm ~~maximum debt~~8-~~to-capitalization~~K ~~ratio~~filed ofMarch ~~65%~~23, ~~as defined in the revolvers. In addition~~2004, ~~Holdings is required to maintain a minimum interest coverage ratio of 2-to-1, as defined~~ in ~~its revolver. Undrawn amounts under both revolvers are fully available for~~ the ~~issuance~~web ofcast ~~letters~~ of ~~credit.~~January ~~As of September 20~~30, 2004, ~~$59.7 million of outstanding letters of credit were backed by the Holdings revolver,~~ and ~~$10.4~~in ~~million~~various press ofreleases ~~outstanding~~earlier ~~letters~~this ~~of credit were backed by the Duquesne Light revolver~~year.

~~J.P.~~However, ~~Morgan~~the ~~Securities~~officers ~~Inc.~~will also ~~and~~disclose ~~Union~~new ~~Bank~~information as part of the discussion regarding the implementation of Duquesne Light Company’s provider-of-last-resort service for the period beginning in 2005 (POLR III). The officers plan to discuss (1) the proposed timeline ~~California~~to finalize the customer supply plans and the marketing and supply plan for Duquesne Light Energy, ~~N.A.~~LLC (Holdings’ licensed electric generation supplier) and review those plans with the financial community in late 2004 or early 2005; (2) the composition of the wholesale power purchase contracts entered into by Duquesne Power, ~~acted~~LP as(a ~~joint~~subsidiary ~~lead~~of ~~arrangers~~Duquesne Light) with six generation suppliers to provide approximately 70% of the ~~revolvers.~~POLR ~~Thirteen~~III ~~other~~obligation ~~banks~~through ~~also~~2007; ~~participate~~(3) the exploration of a sale by a Holdings subsidiary of a partial interest in a synthetic fuel investment; and (4) the ~~revolvers~~completed retirement of a subsidiary’s $100 million of 8-3/8% public income notes in October 2004.

The officers will also reaffirm Holdings’ 2004 earnings guidance of $80 million to $85 million ($1.05 to $1.11 per share) from continuing operations.

Item 9.01.

Financial Statements and Exhibits

(c)

Exhibits



99.1		Slides for Edison Electric Institute Financial Conference, October 25, 2004

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~Duquesne Light Holdings, Inc.~~	Duquesne Light Holdings, Inc.
	~~(Registrant)~~	(Registrant)
Date September 21, 2004	/s/ Stevan R. Schott
Date	October 25, 2004	/s/ STEVAN R. SCHOTT
	~~(Signature)~~	(Signature)
	~~Stevan R. Schott~~	Stevan R. Schott
	~~Senior Vice President and~~	Senior Vice President and
	~~Chief Financial Officer~~	Chief Financial Officer
	~~Duquesne Light Company~~	Duquesne Light Company
	~~(Registrant)~~	(Registrant)
Date September 21, 2004	/s/ Stevan R. Schott
Date	October 25, 2004	/s/ STEVAN R. SCHOTT
	~~(Signature)~~	(Signature)
	~~Stevan R. Schott~~	Stevan R. Schott
	~~Senior Vice President and~~	Senior Vice President and
	~~Chief Financial Officer~~	Chief Financial Officer

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