UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the Securities Exchange Act of 1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): March 28, 2016

~~Date~~PEPCO ofHOLDINGS ~~Report~~LLC (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~March 23,~~in ~~2016~~its charter)

State or Other Jurisdiction of Incorporation	Exact Name of Registrant as specified in its Charter, Address of Principal Executive Offices, Zip Code and Telephone Number (Including Area Code)	Commission File Number	IRS Employer Identification No.
Delaware	001-31403	52-2297449
Delaware	PEPCO HOLDINGS LLC 701 Ninth Street, N.W. Washington, D.C. 20068 Telephone: (202) 872-2000	001-31403	52-2297449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

PEPCO HOLDINGS, INC.

701 Ninth Street, N.W., Washington, DC		20068
(Address of principal executive offices)		(Zip Code)

~~(Former~~Registrant's ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since~~code ~~last report.~~(202) 872-2000

Not Applicable

(Former name or former address, if changed since last report.)

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:

¨	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 31.0301. ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

OnThe ~~March 23,~~information ~~2016~~set ~~(the~~forth ~~“Closing~~in ~~Date”),~~response ~~Exelon~~to ~~Corporation,~~Item ~~a Pennsylvania corporation (“Exelon”), completed its previously announced acquisition of Pepco Holdings, Inc~~2.,03 abelow ~~Delaware~~is ~~corporation (“PHI”) through a merger (the “Merger”) of Purple Acquisition Corp., an indirect, wholly owned subsidiary of Exelon, with PHI pursuant to the~~hereby ~~Amended~~incorporated ~~and Restated Agreement and Plan of Merger, dated as of July 18, 2014,~~ by ~~and~~reference ~~among~~in ~~Exelon,~~response ~~PHI~~to ~~and~~this ~~Purple~~Item ~~Acquisition Corp~~1. ~~(the “Merger Agreement”)~~01. ~~As a result of the Merger, PHI became an indirect, wholly owned subsidiary of Exelon effective at 4:58 pm Eastern Daylight Time (the “Effective Time”) on the Closing Date.~~

~~Immediately~~Item ~~following~~2.03 ~~the Effective~~Creation ~~Time~~ of ~~the Merger, PHI was converted from~~ a ~~Delaware~~Direct ~~corporation~~Financial toObligation aor ~~Delaware~~an ~~limited~~Obligation ~~liability~~under ~~company~~an ~~pursuant to Section 266 of the Delaware General Corporation Law (“DGCL”) and Section 18~~Off-~~214~~Balance ofSheet ~~the~~Arrangement ~~Limited Liability Company Act~~ of ~~the State of Delaware (the “Conversion”). Pursuant to the Conversion, the name of PHI was changed to Pepco Holdings LLC. As~~ a result of the Conversion, all rights, privileges, powers and assets of PHI became vested in Pepco Holdings LLC and all debts, liabilities and duties of PHI became debts, liabilities and duties of Pepco Holdings LLC pursuant to and in accordance with Section 266(h) of the DGCL and Section 18-214(f) of the Limited Liability Company Act of the State of DelawareRegistrant.

~~Upon~~On ~~the~~March ~~effectiveness of the Conversion~~28, ~~and pursuant to Section 1101 of the Indenture (For Unsecured Debt Securities)~~2016, ~~dated~~Pepco asHoldings ofLLC ~~September 6, 2002~~ (the ~~“Indenture”~~Company), ~~between PHI~~ and The Bank of ~~New~~Nova ~~York~~Scotia ~~Mellon, as trustee~~ (~~the “Trustee”~~Scotiabank), ~~Pepco~~entered ~~Holdings~~into ~~LLC~~a ~~delivered~~First ~~the~~Amendment ~~following documents and instruments~~ to ~~the~~ ~~Trustee~~Loan inAgreement ~~satisfaction of~~ (the ~~requirements of the Indenture: (1~~Amendment) a, ~~form~~which ofamends acertain ~~Conversion~~provisions ~~Supplemental Indenture executed and acknowledged by an officer~~ of that ~~Pepco~~certain ~~Holdings LLC~~$500,000,000 ~~accompanied~~Term byLoan ~~the~~Agreement ~~request that~~ (the ~~Trustee~~Loan ~~join~~Agreement) inbetween the ~~execution,~~ ~~acknowledgment~~Company and ~~delivery of the Conversion Supplemental Indenture~~Scotiabank, ~~(2) the~~as ~~executed~~administrative ~~officer’s~~agent and ~~certificate~~lender. ~~required~~Pursuant byto the ~~Indenture~~Amendment, ~~and~~ (3i) the ~~opinion~~date ofon ~~counsel~~which ~~required by~~ the ~~Indenture.~~aggregate Asprincipal aamount ~~result~~ of ~~the~~all ~~execution~~loans, ~~acknowledgement~~ ~~and~~together ~~delivery~~with ofany ~~the~~accrued but ~~Conversion~~unpaid ~~Supplemental~~interest ~~Indenture~~due byunder the ~~Trustee~~Loan Agreement, ~~Pepco~~must ~~Holdings~~be ~~LLC~~repaid, ~~has~~was ~~succeeded~~extended tofrom ~~the~~July ~~obligations~~13, of2016 ~~PHI under all debt instruments issued by PHI pursuant~~ to ~~the~~March ~~Indenture.~~27, A2017, ~~copy~~and of(ii) the ~~Conversion~~ ~~Supplemental~~margin ~~Indenture~~applicable isto ~~attached~~the asCompany’s ~~Exhibit~~Eurodollar ~~4.1~~loans toor ~~this~~floating ~~Current~~rate ~~Report~~loans onmade ~~Form~~under ~~8-K~~the ~~and~~Loan isAgreement ~~incorporated~~increased ~~herein~~from ~~by reference~~0.90% to 1.00%.

~~Item~~The ~~5.03~~foregoing ~~Amendments~~summary of the Amendment does not purport to ~~Articles~~be ofcomplete and ~~Incorporation~~is orsubject ~~Bylaws;~~to, ~~Change~~and is qualified in ~~Fiscal~~its ~~Year~~entirety by, the full text of the Amendment attached as Exhibit 10 and incorporated herein by reference.

~~Promptly~~The ~~following~~Bank ~~the Effective Time~~ of ~~the~~Nova ~~Merger~~Scotia, ~~PHI~~or ~~was converted~~its ~~from~~affiliates, ahave ~~Delaware~~in ~~corporation~~the topast aprovided investment ~~Delaware~~and/or ~~limited~~commercial ~~liability~~banking ~~company~~services ~~pursuant~~ to ~~Section 266 of~~ the ~~DGCL~~Company and ~~Section 18-214~~its ofaffiliates, ~~the~~including ~~Limited~~as ~~Liability~~an ~~Company~~underwriter ~~Act~~ of ~~the~~their ~~State of Delaware. Pursuant to the Conversion~~securities, ~~the name of PHI~~ ~~was changed to Pepco Holdings LLC. A copy of the certificate of conversion of Pepco Holdings LLC is attached as Exhibit 3.1 to this Current Report on Form 8-K~~ and isare ~~incorporated~~likely ~~herein by reference. A copy of the certificate of formation of Pepco Holdings LLC is attached at Exhibit 3.2~~ to ~~this~~perform ~~Current~~these ~~Report on Form 8-K~~ and isother ~~incorporated~~services ~~herein~~for ~~by reference. On March 23, 2016, Pepco Holdings LLC executed a limited liability company agreement which, together with~~ the ~~certificate~~Company ~~of conversion,~~in ~~supersedes all of~~ the ~~provisions of PHI’s former certificate of incorporation and bylaws~~future. AThey ~~copy~~receive ofcustomary ~~the~~fees ~~limited liability company agreement of Pepco Holdings LLC is attached as Exhibit 3.3 to this Current Report on Form 8-K~~ and iscommissions for ~~incorporated~~those ~~herein by reference~~services.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

	(d) Exhibits

	The following exhibits are filed herewith:

	Exhibit No.		Description of Exhibit
	10		First Amendment to Loan Agreement, by and between Pepco Holdings LLC and The Bank of Nova Scotia, as administrative agent and lender, dated March 28, 2016

~~The following items are included as Exhibits to this report:~~ 2

Exhibit No.		Description
3.1		Certificate of Conversion of Pepco Holdings LLC
3.2		Certificate of Formation of Pepco Holdings LLC
3.3		Limited Liability Company Agreement of Pepco Holdings LLC
4.1		Form of Conversion Supplemental Indenture

SIGNATURES

2Pursuant 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.

SIGNATURES

		PEPCO HOLDINGS LLC
		(Registrant)

Date:	March 28, 2016	/s/ DAVID M. VELAZQUEZ
		Name: David M. Velazquez Title: President and Chief Executive Officer

~~According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.~~ 3

~~Date:~~INDEX ~~March 23,~~TO ~~2016~~EXHIBITS FILED HEREWITH

PEPCO HOLDINGS LLC By: /s/ Bruce G. Wilson Name: Bruce G. Wilson Title: Secretary

Exhibit No.		Description of Exhibit
10		First Amendment to Loan Agreement, by and between Pepco Holdings LLC and The Bank of Nova Scotia, as administrative agent and lender, dated March 28, 2016

EXHIBIT INDEX

Exhibit No.		Description
3.1		Certificate of Conversion of Pepco Holdings LLC
3.2		Certificate of Formation of Pepco Holdings LLC
3.3		Limited Liability Company Agreement of Pepco Holdings LLC
4.1		Form of Conversion Supplemental Indenture

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