DEFA14A

UNITED STATES

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):  October 1, 2008

Commission File Number	Exact name of registrant as specified in its charter	IRS Employer Identification No.
1-12869	CONSTELLATION ENERGY GROUP, INC.	52-1964611

MARYLAND

(State of Incorporation of registrant)

100 CONSTELLATION WAY,	BALTIMORE, MARYLAND	21202
(Address of principal executive offices)		(Zip Code)

410-470-2800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address

and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events

Effective October 1, 2008, Constellation Energy Group, Inc. (“Constellation”) and MidAmerican Energy Holdings Company (“MidAmerican”) entered into a letter agreement pursuant to which MidAmerican waived its limited due diligence termination right under Section 9.1(h) of that certain Agreement and Plan of Merger, dated as of September 19, 2008, by and among Constellation, MidAmerican and MEHC Merger Sub Inc., a wholly-owned subsidiary of MidAmerican (the “Merger Agreement”).  A copy of the waiver letter is attached as Exhibit 99.1 to this report and is incorporated herein by reference.  A copy of the Merger Agreement was filed previously as Exhibit 2.1 to the Current Report on Form 8-K filed by Constellation on September 22, 2008.  A copy of a joint press release announcing the limited due diligence termination right waiver is attached as Exhibit 99.2 to this report and is incorporated herein by reference.

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Forward-Looking Statements.  This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between Constellation and MidAmerican and the expected timing and completion of the transaction.  Words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions are intended to identify forward looking statements. Such statements are based upon the current beliefs and expectations of our management and involve a number of significant risks and uncertainties, many of which are difficult to predict and generally beyond the control of Constellation and MidAmerican. Actual results may differ materially from the results anticipated in these forward-looking statements. There can be no assurance as to the timing of the closing of the transaction, or whether the transaction will close at all.  The following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of the transaction by Constellation’s shareholders; the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; a material adverse change in the business, assets, financial condition or results of operations of Constellation; a material deterioration in Constellation’s retail and/or wholesale businesses and assets; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or government entities. Additional factors that could cause Constellation’s results to differ materially from those described in the forward-looking statements can be found in the periodic reports filed with the Securities and Exchange Commission and in the proxy statement Constellation intends to file with the Securities and Exchange Commission and mail to its shareholders with respect to the proposed transaction, which are or will be available at the Securities and Exchange Commission’s Web site (http://www.sec.gov) at no charge.  Constellation assumes no responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.

Additional Information and Where to Find It.  This communication is being made in respect of the proposed merger transaction involving Constellation and MidAmerican. In connection with the proposed transaction, Constellation will file with the Securities and Exchange Commission a

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proxy statement and will mail the proxy statement to its shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the proxy statement, as well as other filings made by Constellation regarding Constellation, MidAmerican and the proposed transaction, without charge, at the Securities and Exchange Commission’s Internet site (http://www.sec.gov). These materials can also be obtained, when available, without charge, by directing a request to Constellation, Shareholder Services, 100 Constellation Way, Baltimore, Maryland 21202.

Participants in the Solicitation.  Constellation, MidAmerican and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Constellation’s directors and executive officers is included in Constellation’s Annual Report on Form 10-K for the year ended December 31, 2007 and Constellation’s notice of annual meeting and proxy statement for its most recent annual meeting, which were filed with the Securities and Exchange Commission on February 27, 2008 and April 29, 2008, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the Securities and Exchange Commission in connection with the proposed transaction.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
99.1	Waiver Letter dated October 1, 2008.
99.2	Joint Press Release, dated October 2, 2008.

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SIGNATURE

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)

Date	October 2, 2008	/s/ Charles A. Berardesco
		Charles A. Berardesco
		Vice President, Deputy General Counsel, Chief Compliance Officer and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Waiver Letter dated October 1, 2008.
99.2	Joint Press Release, dated October 2, 2008.

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EX-99.1

Exhibit 99.1

MidAmerican Energy Holdings Company

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309

October 1, 2008

Charles Berardesco
Vice President and Deputy General Counsel
Constellation Energy Group, Inc.
750 E. Pratt Street
Baltimore, Maryland  21202

Re:       Waiver of Limited Due Diligence Termination Right

Dear Charles:

Reference is hereby made to that certain Agreement and Plan of Merger, dated as of September 19, 2008 (the “Merger Agreement”), by and among Constellation Energy Group, Inc., a Maryland corporation (the “Company”), MidAmerican Energy Holdings Company, an Iowa corporation (the “Parent”), and MEHC Merger Sub Inc., a Maryland corporation and a wholly owned subsidiary of Parent (the “Merger Sub”).  Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement.

Parent hereby waives the right to terminate the Merger Agreement pursuant to Section 9.1(h) thereof.  This waiver is limited in scope and shall not be deemed to waive, modify or amend any rights or obligations of the Company, Parent or Merger Sub under or pursuant to the Merger Agreement, including Parent’s right to exercise the Limited Due Diligence Termination Right (as modified pursuant to Section 8.2(k) of the Merger Agreement) in determining whether the closing condition contained in Section 8.2(k) of the Merger Agreement is satisfied at the Closing.

This letter shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflicts of laws principles thereof.

[Signature Page Follows]

Please confirm our understanding regarding the matters set forth herein by countersigning this letter and returning a copy to us.

Very truly yours,
MIDAMERICAN ENERGY HOLDINGS COMPANY
By:	/s/ Gregory E. Abel
	Name:  Gregory E. Abel
	Title:  President and Chief Executive Officer

Accepted and Agreed as of October 1, 2008:
CONSTELLATION ENERGY GROUP, INC.
By:	/s/ Charles Berardesco
	Name:  Charles Berardesco
	Title:  Vice President and Deputy General Counsel

cc:	Mayo A. Shattuck III
	George Stamas
	Mark Director
	Doug Anderson
	Peter Hanlon

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

For more information, contact:

MidAmerican Energy Holdings Company:

Sara Schillinger/Ann Thelen

515-281-2785

Constellation Energy:

Robert L. Gould/Debra Larsson

410-470-7433

Constellation Energy – Investor Contacts:

Kevin Hadlock/Jane C. Mosher

410-470-3647

MidAmerican Merger with Constellation Energy
Advances with Conclusion of 14-Day Due Diligence

DES MOINES, Iowa and Baltimore - Oct. 2, 2008 - MidAmerican Energy Holdings Company and Constellation Energy (NYSE: CEG) today announced that MidAmerican has completed its 14-day due diligence of Constellation Energy’s retail and wholesale businesses, including trading records, and the merger of the two companies continues to proceed as outlined in the Sept. 19, 2008, Agreement and Plan of Merger.

“Our 14-day due diligence was completed early, and we waived the related termination right under the merger agreement,” said Gregory E. Abel, president and chief executive officer of MidAmerican.  We are pleased to be moving forward with the transaction.”

“With MidAmerican’s affirmation of the stability and underlying strength of Constellation Energy and the recent infusion of $1 billion to increase our liquidity, we are now poised to successfully complete the merger approval process,” said Mayo A. Shattuck III, chairman, president and chief executive officer of Constellation Energy.

- more -

MidAmerican and Constellation Energy announced Sept. 19, 2008, the companies had reached a definitive merger agreement in which MidAmerican will purchase all of the outstanding shares of Constellation Energy for a cash consideration of approximately $4.7 billion, or $26.50 per share.  The definitive agreement has been approved by both companies’ boards of directors and is subject to shareholder and customary federal and state regulatory approvals.  The transaction is expected to close in nine to 12 months.

About Constellation Energy

Constellation Energy (http://constellation.com), a FORTUNE 125 company with 2007 revenues of $21 billion, is the nation’s largest competitive supplier of electricity to large commercial and industrial customers and the nation’s largest wholesale power seller.  Constellation Energy also manages fuels and energy services on behalf of energy intensive industries and utilities.  It owns a diversified fleet of 83 generating units located throughout the United States, totaling approximately 9,000 megawatts of generating capacity.  The company delivers electricity and natural gas through Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland.

About MidAmerican Energy Holdings Company

MidAmerican Energy Holdings Company, based in Des Moines, Iowa, is a global provider of energy services.  Through its energy-related business platforms, MidAmerican provides electric and natural gas service to more than 6.9 million customers worldwide.  These business platforms are Pacific Power, Rocky Mountain Power and PacifiCorp Energy, which comprise PacifiCorp; MidAmerican Energy Company; CE Electric UK; Northern Natural Gas Company; Kern River Gas Transmission Company; and CalEnergy.  Information about MidAmerican is available at www.midamerican.com.

Forward-Looking Statements and Additional Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between Constellation Energy and MidAmerican Energy Holdings Company and the expected timing and completion of the transaction.  Words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions are intended to identify forward-looking statements.  Such statements are based upon the current beliefs and expectations of our management and involve a number of

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significant risks and uncertainties, many of which are difficult to predict and generally beyond the control of Constellation Energy and MidAmerican.  Actual results may differ materially from the results anticipated in these forward-looking statements.  The following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of the transaction by Constellation Energy’s shareholders; the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or government entities.  Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in the 2007 Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission and in the proxy statement Constellation Energy intends to file with the Securities and Exchange Commission and mail to its shareholders with respect to the proposed transaction, each of which are or will be available at the Securities and Exchange Commission’s Web site (http://www.sec.gov) at no charge.

This communication is being made in respect of the proposed merger transaction involving Constellation Energy and MidAmerican Energy Holdings Company.  In connection with the proposed transaction, Constellation Energy will file with the Securities and Exchange Commission a proxy statement and will mail the proxy statement to its shareholders.  Shareholders are encouraged to read the proxy statement regarding the proposed transaction when it becomes available because it will contain important information.  Shareholders will be able to obtain a free copy of the proxy statement, as well as other filings made by Constellation Energy regarding Constellation Energy, MidAmerican Energy Holdings Company and the proposed transaction, without charge, at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).  These materials can also be obtained, when available, without charge, by directing a request to Constellation Energy per the investor relations contact information above.

Constellation Energy, MidAmerican Energy Holdings Company and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.  Information regarding Constellation Energy’s directors and executive officers is available in Constellation Energy’s notice of annual meeting and proxy statement for its most recent annual meeting and Constellation Energy’s Annual Report on Form 10-K for the year ended December 31, 2007, which were filed with the Securities and Exchange Commission on February 27, 2008, and April 29, 2008, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the Securities and Exchange Commission.

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