UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)

                               PEPCO HOLDINGS INC
--------------------------------------------------------------------------------
                                (NAME OF ISSUER)


                         Common Stock (Par Value $0.01)
--------------------------------------------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)


                                   713291102
--------------------------------------------------------------------------------
                                 (CUSIP NUMBER)


                                 March 31, 2014
--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|x|  Rule 13d-1(b)
|_|  Rule 13d-1(c)
|_|  Rule 13d-1(d)





--------------------------------------------------------------------------------
     1.   Names of Reporting Persons.

          Deutsche Bank AG*
--------------------------------------------------------------------------------
     2.   Check the Appropriate Box If a Member of a Group
          (See Instructions)
          (a)  |_|
          (b)  |_|
--------------------------------------------------------------------------------
     3.   SEC Use Only

--------------------------------------------------------------------------------
     4.   Citizenship or Place of Organization


          Federal Republic of Germany
--------------------------------------------------------------------------------
                   5.   SOLE VOTING POWER

                        830,397
                   -------------------------------------------------------------
                   6.   SHARED VOTING POWER
   NUMBER OF
     SHARES             0
  BENEFICIALLY     -------------------------------------------------------------
 OWNED BY EACH     7.   SOLE DISPOSITIVE POWER
   REPORTING
  PERSON WITH           9,756,248
                   -------------------------------------------------------------
                   8.   SHARED DISPOSITIVE POWER

                        0
--------------------------------------------------------------------------------
     9.   Aggregate Amount Beneficially Owned by Each Reporting Person

          9,756,248
--------------------------------------------------------------------------------
     10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
          (See Instructions)  |_|
--------------------------------------------------------------------------------
     11.  Percent of Class Represented by Amount in Row (9)

          3.89%
--------------------------------------------------------------------------------
     12.  Type of Reporting Person

          FI
--------------------------------------------------------------------------------

* In accordance with Securities Exchange Act Release No. 39538 (January 12,
1998), this filing reflects the securities beneficially owned by the Asset
and Wealth Management business group (collectively, "AWM") of Deutsche Bank AG
and its subsidiaries and affiliates (collectively, "DBAG"). This filing does not
reflect securities, if any, beneficially owned by any other business group of
DBAG. Consistent with Rule 13d-4 under the Securities Exchange Act of 1934
"Act"), this filing shall not be construed as an admission that AWM is, for
purposes of Section 13(d) under the Act, the beneficial owner of any securities
covered by the filing.




Item 1.

     (a) Name of Issuer:

         PEPCO HOLDINGS INC

     (b) Address of Issuer's Principal Executive Offices:

         701 Ninth Street Northwest
         Washington, DC 20068
         United States

Item 2.

     (a) Name of Person Filing:

         This statement is filed on behalf of Deutsche Bank AG
         ("Reporting Person").

     (b) Address of the Principal Office or, if none, residence:

         Taunusanlage 12
         60325 Frankfurt am Main
         Federal Republic of Germany

     (c) Citizenship:

         The citizenship of the Reporting Person is set forth on the cover page.

     (d) Title of Class of Securities:

         The title of the securities is common stock, $0.01 par value ("Common
         Stock").

     (e) CUSIP Number:

         The CUSIP number of the Common Stock is set forth on the cover page.

Item 3.  If this statement is filed pursuant to SS.240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:

     (a) |_| Broker or dealer registered under section 15 of the Act
             (15 U.S.C. 78o).

     (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).


     (c) |_| Insurance company as defined in section 3(a)(19) of the Act
             (15 U.S.C. 78c).

     (d) |_| Investment company registered under section 8 of the Investment
             Company Act of 1940 (15 U.S.C 80a-8).

     (e) |_| An investment adviser in accordance with S.240.13d-1(b)(1)(ii)(E);


     (f) |_| An employee benefit plan or endowment fund in accordance with
             S.240.13d-1(b)(1)(ii)(F);

     (g) |_| A parent holding company or control person in accordance with
             S. 240.13d-1(b)(1)(ii)(G);

     (h) |_| A savings associations as defined in Section 3(b) of the Federal
             Deposit Insurance Act (12 U.S.C. 1813);

     (i) |_| A church plan that is excluded from the definition of an investment
             company under section 3(c)(14) of the Investment Company Act of
             1940 (15 U.S.C. 80a-3);

     (j) |X| A non-U.S. institution in accordance with Group, in accordance with
             Rule 13d-1 (b)(1)(ii)(J).

     (k) |_| Group, in accordance with S.240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

     (a) Amount beneficially owned:

         The Reporting Person owns the amount of the Common Stock as set forth
         on the cover page.

     (b) Percent of class:

         The Reporting Person owns the percentage of the Common Stock as set
         forth on the cover page.

     (c) Number of shares as to which such person has:

             (i) Sole power to vote or to direct the vote

                 The Reporting Person has the sole power to vote or direct the
                 vote of the Common Stock as set forth on the cover page.

            (ii) Shared power to vote or to direct the vote

                 The Reporting Person has the shared power to vote or direct the
                 vote of the Common Stock as set forth on the cover page.

           (iii) Sole power to dispose or to direct the disposition of

                 The Reporting Person has the sole power dispose or to direct
                 the disposition of the Common Stock as set forth on the cover
                 page.

            (iv) Shared power to dispose or to direct the disposition of

                 The Reporting Person has the shared power to dispose or
                 to direct the disposition of the Common Stock as set forth
                 on the cover page.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following |X|.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

          By signing below I certify that, to the best of my knowledge and
          belief, the foreign regulatory scheme applicable to a bank organized
          under the laws of the Federal Republic of Germany is substantially
          comparable to the regulatory scheme applicable to the functionally
          equivalent U.S. institution. I also undertake to furnish to the
          Commission staff, upon request, information that would otherwise be
          disclosed in a Schedule 13D.

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



                                           Dated:     April 10, 2014




                                           Deutsche Bank AG
                                           By:        /s/ Cesar A. Coy
                                           Name:      Cesar A. Coy
                                           Title:     Vice President

                                           By:        /s/ Daniela Pondeva
                                           Name:      Daniela Pondeva
                                           Title:     Assistant Vice President