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): March 9, 2015

Registrant's telephone number, including area code           (202) 872-2000

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:

Potomac Electric Power Company (the Company) has entered into a Purchase Agreement, dated March 9, 2015 (the Purchase Agreement), with BNY Mellon Capital Markets, LLC, Morgan Stanley & Co. LLC and RBS Securities Inc., as representatives of the several underwriters named therein, for the offer and sale of $200,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 4.15% Series due March 15, 2043 (the New Bonds). The Company previously issued $250,000,000 in aggregate principal amount of First Mortgage Bonds, 4.15% Series due March 15, 2043 on March 18, 2013 (the Original Bonds, and together with the New Bonds, the 4.15% Bonds). Upon issuance of the New Bonds, the outstanding principal amount of the 4.15% Bonds will be $450,000,000. The New Bonds are being issued in an underwritten offering registered on a Registration Statement on Form S-3 (Registration No. 333-190917-03), which was filed with the Securities and Exchange Commission on August 30, 2013. The Purchase Agreement is filed herewith as Exhibit 1.1.

The New Bonds will have terms that are identical to the terms of the Original Bonds and have the same CUSIP number and will be fungible with the Original Bonds. The New Bonds are initially being offered to the public at a price of 104.211% of the principal amount, which does not give effect to accrued interest from March 15, 2015 to, but not including, the issuance date. At the closing of the offering, which is expected to occur on March 16, 2015, the Company will realize, after deduction of the underwriting discount of 0.875% of the principal amount and before deduction of offering expenses, and not including accrued interest paid by the purchasers, net proceeds of approximately $206.7 million.

The New Bonds will be issued under the Mortgage and Deed of Trust, dated July 1, 1936, between the Company and The Bank of New York Mellon, as trustee (the Mortgage Trustee), as amended and supplemented from time to time, including pursuant to the Supplemental Indenture, dated as of March 11, 2013, establishing the terms of the 4.15% Bonds (the Original Supplemental Indenture), and the Supplemental Indenture, dated as of March 9, 2015 (the Reopening Supplemental Indenture), relating to the issuance of the New Bonds (the Mortgage). Subject to the exceptions and limitations contained in the Mortgage, the New Bonds will be secured, together with the Original Bonds and all bonds now or hereafter issued, under the Mortgage, by a first lien (subject to certain leases, permitted liens and other minor matters) on substantially all of the Company’s real and personal property and franchises. A copy of the Original Supplemental Indenture was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 12, 2013 and a copy of the Reopening Supplemental Indenture is filed herewith as Exhibit 4.3. The Original Supplemental Indenture includes the form of the 4.15% Bonds.

The Company may redeem all or any portion of the 4.15% Bonds at its option, at any time prior to their maturity, at the redemption price described below. The Company will give notice of its intent to redeem the 4.15% Bonds at least 30 days, but no more than 60 days, prior to the redemption date. If the Company redeems all or any part of the 4.15% Bonds as described above prior to September 15, 2042, the Company will pay a redemption price equal to the greater of (i) 100% of the principal amount of the 4.15% Bonds being redeemed; and (ii) a make-whole amount as set forth in the Original Supplemental Indenture, plus, in each case, accrued and unpaid interest on such 4.15% Bonds to, but not including, the redemption date. If the Company redeems all or any part of the 4.15% Bonds on or after September 15, 2042, the Company will pay a redemption price equal to 100% of the principal amount of the 4.15% Bonds being redeemed plus accrued and unpaid interest thereon.

The Company intends to use the net proceeds of the offering to repay its outstanding commercial paper obligations and for general corporate purposes. As of February 28, 2015, the Company had $176.5 million of commercial paper outstanding with a weighted average interest rate of 0.44%.

The legality opinion of Kevin C. Fitzgerald, Executive Vice President and General Counsel of the Company, relating to the issuance of the New Bonds, is filed herewith as Exhibit 5.1.

In the ordinary course of business, the underwriters and their respective affiliates have from time to time performed and may in the future perform various financial advisory, commercial banking, investment banking, asset leasing and treasury services for the Company and its affiliates, for which they received, or will continue to receive, customary fees or compensation. In addition, The Bank of New York Mellon, the trustee under the Mortgage, is an affiliate of one of the underwriters. Affiliates of certain of the underwriters are also lenders under the Company’s primary credit facility.

The underwriters and their respective affiliates may also, in the ordinary course of their various business activities, make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and instruments of the Company or its affiliates. Certain of the underwriters and their affiliates may hedge, their credit exposure to the Company. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or financial instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

(d) Exhibits

The following exhibits are filed herewith:

SIGNATURES

Pursuant 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.

EXHIBIT INDEX