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 23, 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

Constellation Energy Group, Inc. (“Constellation”) and MidAmerican Energy Holdings Company (“MidAmerican”) have posted an investor Q&A on the website dedicated to their pending merger. A copy of the investor Q&A is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

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 preliminary proxy statement Constellation has filed with the Securities and Exchange Commission and intends to mail to its shareholders with respect to the proposed transaction, which are 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 has filed with the Securities and Exchange Commission a preliminary proxy statement and will mail a definitive proxy statement to its shareholders. Shareholders are encouraged to read the definitive 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

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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, is contained in the preliminary proxy statement and other relevant materials filed or 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	Investor Q&A regarding merger between Constellation and MidAmerican

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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 23, 2008	/s/ Charles A. Berardesco
		Charles A. Berardesco
		Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Q&A regarding merger between Constellation and MidAmerican

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EX-99.1

Exhibit 99.1

Constellation Energy Retail Shareholder Q&A

Q. What is the proposed transaction?

A. The proposed transaction is the acquisition of Constellation Energy by MidAmerican Energy Holdings Company. Constellation Energy will become a wholly-owned subsidiary of MidAmerican.

Q. What will I receive in the transaction?

A. Upon completion of the transaction, you will have the right to receive $26.50 per share in cash for each share of Constellation Energy common stock you own immediately prior to the effective time of the acquisition. For example, if you own 100 shares of Constellation Energy common stock, you will have the right to receive $2,650 in cash in exchange for your Constellation Energy common stock. Depending upon your cost basis, capital gains taxes may apply. You will not own any shares or other interest in the surviving corporation.

Q. What kind of company is MidAmerican Energy Holdings Company?

A. 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.

Q. Can I keep my Constellation Energy shares?

A. No. Upon the closing of the transaction with MidAmerican, Constellation Energy no longer will be a public company and will not have publicly traded common stock.

Q. When do you expect the merger to be completed?

A. We intend to complete the merger as soon as reasonably practicable. We are working to complete the merger in the second quarter of 2009. We cannot consummate the merger until Constellation Energy shareholders approve the merger and the other conditions set forth in the merger agreement, including the receipt of certain regulatory approvals, are satisfied or waived.

Q. Will Constellation Energy Group be a public company until the merger is completed?

A. Yes, until the completion of the transaction, Constellation Energy will remain a public company and will continue to be traded on the New York Stock Exchange under the ticker symbol CEG.

Q. Will Constellation Energy and Baltimore Gas and Electric Company continue to be headquartered in Baltimore?

A. Yes. MidAmerican has committed to maintain the headquarters of both Constellation Energy and BGE in Baltimore.

Q. What do I need to do now?

A. After carefully reading and considering the information in the proxy statement that will be mailed to you in the coming weeks, please submit your proxy (vote) by telephone or via the Internet in accordance with the instructions set forth in the proxy card, or fill out, sign and date the proxy card and mail your signed proxy card in the enclosed prepaid envelope so that your shares may be voted at the special meeting. By use of a proxy, you can vote whether or not you attend the special meeting. The proxy statement will describe the matters on which we would like you to vote and provides information on those matters so you can make an informed decision.

Q. Has the proxy statement been filed?

A. A preliminary proxy statement is available at www.constellation.com and www.constellationmidamerican.com. Once the Securities and Exchange Commission has cleared the mailing of the proxy statement, you will be mailed a copy of the final proxy statement.

Q. When will shareholders vote on the merger?

A. A date has not been set for the shareholder vote.

Q. Should I send in my stock certificates now?

A. No. Shortly after the transaction is completed, you will receive a letter of transmittal with instructions on how to send in your stock certificates representing shares of Constellation Energy common stock to the paying agent in order to receive the merger consideration. If your shares are held in “street name” by your brokerage firm, bank, trust or other nominee, you will receive instructions on how to effect the surrender of your “street name” shares in exchange for the merger consideration. At that time, you should use the letter of transmittal to exchange stock certificates for the merger consideration to which you are entitled as a result of the merger. Do not send any stock certificates with your proxy.

Q. What if I want to sell my shares now?

A. Until the completion of the transaction, Constellation Energy will remain a public company and will continue to be traded on the New York Stock Exchange under the ticker symbol CEG. If you would like to sell your shares and you do not plan to sell them yourself, contact a broker of your choice.

Q. Why was the dividend reinvestment plan terminated?

A. As a result of the pending transaction, we terminated the dividend reinvestment plan. If you previously had your dividends reinvested in the plan, any dividends paid in the future will be paid to you in cash.

Q. Will I continue to receive the quarterly dividend?

A. On Oct. 17, 2008, Constellation Energy’s board of directors declared a quarterly dividend of 47.75 cents per share on the company’s common stock, equivalent to $1.91 per share annually. The dividend is payable Jan. 2, 2009, to shareholders of record at the close of business on Dec. 10, 2008. The Board approves and declares common dividends on a quarterly basis.

Q. Why did I get a check for the sale of fractional shares?

A. As part of the termination of the dividend reinvestment plan and in preparation for the shareholder vote, Constellation Energy needs to arrive at a round number of shares. For example, if you reinvested your dividends and were able to accumulate 100.65 shares, your shares were rounded down to100, and you were paid in cash and mailed a check for the remaining 0.65 shares. You did not have to pay any fees to have this done; Constellation Energy paid any associated fees for you.

Q. What is the expected treatment of the existing 8.625% Series A Junior Subordinated Debentures and the 6.2% BGE Capital Trust Preferred?

A. Treatment has not been determined at this time, but will be consistent with the terms of those securities.

Q. Can Constellation Energy provide my cost basis for tax purposes?

A. Constellation Energy does not maintain records that show a shareholder’s cost basis in Constellation Energy common stock. If you hold your stock certificate, please contact American Stock Transfer & Trust Company at 800-258-0499, or if you hold your shares through a brokerage firm, please contact the broker for your records.

Q. What can American Stock Transfer & Trust Company help me with?

A. If you need assistance with lost or stolen stock certificates, dividend payments, name changes, address changes, stock transfers, stock re-registrations, the Shareholder Investment Plan or other shareholder related matters, you may contact:

American Stock Transfer & Trust Company

Attn: Shareholder Services
59 Maiden Lane
New York, NY 10038

Telephone and IVR service: 800-258-0499
Calls are answered Monday through Thursday from 8 a.m. to 7 p.m., and Friday from 8 a.m. to 5 p.m., Eastern Time. The IVR system is available 24 hours a day, 7 days a week. Web site: www.amstock.com

Q. How will I be kept informed of changes and updates?

A. You will receive the proxy statement by mail in the coming weeks. We also will post press releases and regulatory filings on our Web site at www.constellation.com, as well as a new Web site devoted solely to the merger, which can be located at www.constellationmidamerican.com. You can sign up to receive automatic e-mail updates at both of these sites.

If you have questions on these or other related issues, please call Constellation Energy Investor Relations at 410-470-6440.