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): April 30, 1999


                        CONSTELLATION ENERGY GROUP, INC.
             (Exact name of registrant as specified in its charter)


          Maryland                      1-1910              52-1964611
- --------------------------------------------------------------------------------
  (State or other jurisdiction        (Commission          (IRS Employer
        of incorporation)             File Number)       Identification No.)



                39 W. Lexington Street, Baltimore, Maryland 21201
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (410)234-5000

                                 Not Applicable
          (Former name or former address, if changed since last report)



Item 5.  Other Events

     On April 30, 1999, Baltimore Gas and Electric Company (BGE) was reorganized
into a holding  company  structure  pursuant to an  Agreement  and Plan of Share
Exchange  (Share  Exchange)  between BGE and  Constellation  Energy Group,  Inc.
(Constellation  Energy).  The Share  Exchange  was approved on April 16, 1999 by
more than two-thirds of the outstanding  common stock,  without par value of BGE
(BGE Common Stock) entitled to vote. As part of the  reorganization,  all of the
outstanding shares of BGE Common Stock were exchanged on a share-for-share basis
for  shares  of  common  stock,   without  par  value  of  Constellation  Energy
(Constellation Energy Common Stock), and BGE became a wholly owned subsidiary of
Constellation  Energy.  The  Board  of  Directors  of BGE,  prior  to the  Share
Exchange,  has become the Board of Directors of Constellation Energy. The number
of Constellation  Energy Directors,  however, is expected to increase from 15 to
18 following the Share Exchange.  The preference  stock and debt of BGE were not
exchanged and remain securities of BGE.
     
     The Constellation Energy Common Stock issued pursuant to the Share Exchange
was registered  under the  Securities  Act of 1933 pursuant to a  Post-Effective
Amendment to Constellation Energy's Registration Statement on Form S-4 (Reg. No.
33-64799,  declared  effective  March 5, 1999).  Reference  is made to the Proxy
Statement  and  Prospectus  of  Constellation  Energy  and BGE  included  in the
Post-Effective Amendment (Prospectus) for additional information about the Share
Exchange.

     Pursuant to Rule 12g-3(a)  under the  Securities  Exchange Act of 1934 (the
Exchange  Act),  Constellation  Energy  Common Stock is deemed to be  registered
under Section 12(b) of the Exchange Act. The  Constellation  Energy Common Stock
has been approved for listing on the New York Stock Exchange,  the Chicago Stock
Exchange and the Pacific Stock Exchange.  The  description of the  Constellation
Energy Common Stock contained under the caption "Proposal No. 1- Approval of the
Share  Exchange  and  Formation of the Holding  Company - Capital  Stock" in the
Prospectus is incorporated by reference herein.

     BGE Common Stock was  registered  pursuant to Section 12(b) of the Exchange
Act and listed on the New York Stock  Exchange,  the Chicago Stock  Exchange and
the Pacific  Stock  Exchange.  BGE is delisting  the BGE Common Stock from these
exchanges and filing a Form 15 with the  Securities  and Exchange  Commission to
terminate the registration under the Exchange Act of the BGE Common Stock.




Item 7.  Exhibits

         See Exhibit Index.





                                   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.


                                   CONSTELLATION ENERGY GROUP, INC. 
                                   (Registrant)



                                    By:  /s/ David A. Brune
                                    -----------------------
                                         David A. Brune
                                         Vice President - Finance and Accounting


Date:  April 30, 1999


                                 EXHIBIT INDEX                                  





Exhibit Number                     Exhibit                           Page Number

    99.1    Agreement and Plan of Share Exchange  (Incorporated  
            by reference to Appendix A to the Proxy  Statement
            and Prospectus in Part I of Post-Effective  Amendment 
            No.1 to the Registration  Statement on Form S-4 of 
            the Registrant (Reg. No. 33-64799)).

    99.2    Amended and Restated  Articles of Incorporation of 
            the Registrant (Incorporated by reference to Appendix B
            to the Proxy Statement and Prospectus in Part I of
            Post-Effective Amendment No. 1 to the Registration
            Statement on Form S-4 of the Registrant (Reg. 
            No. 33-64799)).

    99.3    By-laws of the Registrant  (Incorporated by reference 
            to Appendix C  to  the  Proxy   Statement   and  
            Prospectus  in  Part  I  of Post-Effective  Amendment 
            No. 1 to the Registration  Statement on Form S-4 of 
            the Registrant (Reg. No. 33-64799)).