Stephen R. Woodzell, 76, retired president and chief executive officer of the Potomac Electric Power Company, died of complications of kidney failure Oct. 25 at the home of a son in Schenectady, N.Y.

Mr. Woodzell was named president and chief executive officer of Pepco in 1966, and he served in that capacity until 1970 when he resigned as chief executive officer citing "personal reasons." He agreed to continue as president and chief administrative officer, but he retired shortly thereafter.

A native of Warrenton, Va., Mr. Woodzell moved to Washington when he was in elementary school. He was a graduate of the old Central High School and George Washington University.

He went to work for Pepco in 1934 as an electrical engineer and came up through the ranks. He became vice president and manager of the electrical system in 1961, senior vice president in 1962 and executive vice president in 1964.

Mr. Woodzell was a resident of Arlington until he moved to Schenectady after the death last May of his wife, Mildred.

He was a director of the Metropolitan Washington Board of Trade, the Washington Heart Association, the National Bank of Washington, Eastern Liberty Savings & Loan and the D.C. chapter of the American Red Cross. He was a trustee of George Washington University, the Boys Club of Greater Washington and Davis Memorial Goodwill Industries.

Mr. Woodzell also was a member of the Columbia Country Club, the Burning Tree Club, The Rotary Club of Washington, the Columbia Masonic Lodge and the Almas Temple of the Shrine.

Survivors include two sons, Stephen, of Springfield, and George, of Schenectady; a daughter, Mary Weaver of Liberty, N.C.; two brothers, George, of Culpeper, and Charles, of Warrenton; four sisters, Mildred Harder, Ruth Edwards and Dorothy Clifton, all of Warrenton, and Grace Pifer of Falls Church, and six grandchildren.