Securities Exchange Act of 1934
Sections 12(g) and 12(h)

December 6, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as used in your letter. For so long as PHI directly or indirectly owns all of the outstanding common stock of a PHI Subsidiary, the Division will not recommend enforcement action to the Commission if:

• that PHI Subsidiary does not file proxy or information statements pursuant to Section 14 of the Exchange Act with respect to its common stock;
   
• that PHI Subsidiary's officers, directors and beneficial holders do not file reports with respect to that PHI Subsidiary's common stock under Section 16(a) of the Exchange Act;
   
• holders of that PHI Subsidiary's common stock do not file reports under Section 13(d) or 13(g) of the Exchange Act with respect to their holdings of that PHI Subsidiary's common stock; and
   
• the filing requirements under Section 13(e) of the Exchange Act are not complied with in connection with transactions involving the common stock of that PHI Subsidiary.

If a PHI Subsidiary registers any additional class of securities under Section 12 of the Exchange Act, then that PHI Subsidiary, its shareholders and PHI should comply with all of the requirements imposed as a result of registration of that class.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require a different result. This response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/pepco120606.htm