2
                                                     Exhibit 5.2
                                                     Letter 835 (DO/CG)
                                                     Exhibit 5.2
INTERNAL REVENUE SERVICE                             DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201

         MAY 02 1997                           Employer Identification Number:
                                                           52-0280210
                                                           DLN:
                                                           17007269042006
BALTIMORE GAS & ELECTRIC CO                          Person to Contact:
PO BOX 1475 GAS & ELECTRIC BLDG                            Cindy Perry
BALTLIMORE, MD 21203                                 Contact Telephone Number:
                                                            (513) 684-3957
                                                     Plan Name:
                                                            SAV PL

                                                     Plan Number:  003


Dear Applicant:

_ _ We have made a favorable determination on your plan, identified above, based
on the information supplied. Please keep this letter in your permanent records.

         Continued  qualification of the plan under its present form will depend
on its  effect in  operation.  (See  section  1.401-1(b)(3)  of the  Income  Tax
Regulations.) We will review the status of the plan in operation periodically.

         The enclosed  document  explains  the  significance  of this  favorable
determination  letter,  points out some  events  that may  affect the  qualified
status  of your  employee  retirement  plan,  and  provides  information  on the
reporting  requirements  for your  plan.  It also  describes  some  events  that
automatically nullify it. It is very important that you read the publication.

         This letter  relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

         This determination letter is applicable for the amendment(s) adopted on
6/30/95.

         This plan is an employee  stock  ownership plan with a cash or deferred
arrangement described in Code Section 401(k).

         This plan satisfies the requirements of Code section 4975(e)(7).

         This plan has been mandatorily disaggregated,  permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.

         This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.

         This  plan  satisfies  the   nondiscriminatory   current   availability
requirements  of section  1.401(a)(4)-4(b)  of the  regulations  with respect to
those  benefits,  rights  and  features  that  are  currently  available  to all
employees in the plan's  coverage group.  For this purpose,  the plan's coverage
group consists of those




BALTIMORE GAS & ELECTRIC CO


employees  treated as currently  benefitting for purposes of demonstrating  that
the plan satisfies the minimum  coverage  requirements  of section 410(b) of the
Code.

     Except as  otherwise  specified  this  letter  may not be relied  upon with
respect to whether the plan satisfies the qualification  requirements as amended
by the Uruguay Round  Agreements  Act, Pub. L. 103-465 and by the Small Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements
of Code section 401(a)(26).

         We have sent a copy of this letter to your  representative as indicated
in the power of attorney.

         If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                                         Sincerely yours,

                                                         /s/ Paul M. Harrington

                                                         District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
   For Employee Benefit Plans