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):  November 14, 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 8.01               Other Events

On November 14, 2008, Constellation Energy Group, Inc. (“Constellation”) issued a press release announcing the closing of a credit facility, a copy of which is attached as Exhibit 99.1, and is incorporated herein by reference. On November 11, 2008, Constellation issued a press release announcing management changes, a copy of which is attached as Exhibit 99.2, 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 expectations about our liquidity requirements, the prospects for and anticipated benefits of our strategic initiatives, the amount of additional liquidity anticipated from other arrangements being explored, the proposed transaction between Constellation and MidAmerican Energy Holdings Company (“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.  The following factors, among others, could cause or contribute to such material differences: continued volatility in the credit, commodities and equity markets, 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 Constellation, MidAmerican and the proposed transaction, without charge, at the Securities and Exchange Commission’s Internet site

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(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, Constellation’s notice of annual meeting and proxy statement for its most recent annual meeting and Constellation Energy’s Current Reports on Form 8-K, which were filed with the Securities and Exchange Commission on February 27, 2008, April 29, 2008, October 21, 2008 and November 14, 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	Press release dated November 14, 2008 regarding closing of credit facility
99.2	Press release dated November 11, 2008 regarding management changes

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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:	November 14, 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	Press release dated November 14, 2008 regarding closing of credit facility
99.2	Press release dated November 11, 2008 regarding management changes

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EX-99.1

Exhibit 99.1

News Release
Media Line: 410 470-7433
www.constellation.com
Constellation Energy Nuclear Group	Constellation NewEnergy
Constellation Energy Commodities Group	Baltimore Gas and Electric Company
Constellation Energy Control & Dispatch Group	BGE Home
Constellation Energy Projects & Services Group

Media Contacts:

Robert L. Gould/Debra Larsson

410-470-7433

Investor Contacts:

Kevin Hadlock, 410-470-3647

Janet Mosher, 410 470-1884

Constellation Energy Closes $1.23 Billion Credit Facility; Strengthens Liquidity Position

BALTIMORE – Nov. 14, 2008 – Constellation Energy (NYSE: CEG) today announced it has closed on a $1.23 billion 364-day credit facility with UBS Loan Finance LLC and RBS Securities Corporation.

“The successful completion of our credit facility marks a significant milestone in Constellation Energy’s ongoing initiative to stabilize our business by improving our liquidity position and reducing risk,” said Mayo A. Shattuck III, chairman, president and chief executive officer of Constellation Energy. “We continue to advance several strategic initiatives to reduce risk and manage capital spending costs.  We believe our progress to date, combined with today’s announced facility and the separate investments by our merger partner, MidAmerican Energy Holdings Company, provides sufficient liquidity to manage our business and successfully close our transaction.”

The company also announced the completion of the previously announced liquidity resource of up to $350 million from MidAmerican, which follows the $1 billion cash investment in Constellation Energy in conjunction with the companies’ Sept. 19, 2008, merger agreement.

Constellation Energy signed a definitive merger agreement with MidAmerican on Sept. 19, 2008, in which MidAmerican agreed to 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 merger agreement has been approved by both companies’ boards of directors and

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is subject to, among other things, shareholder and customary federal and state regulatory approvals. Information about the transaction is available at www.constellationmidamerican.com.

About Constellation Energy

Constellation Energy (http://www.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 the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland.

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 expectations about our liquidity requirements, the prospects for and anticipated benefits of our strategic initiatives, the amount of additional liquidity anticipated from other arrangements being explored, 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 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: continued volatility in the credit, commodities and equity markets, 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 Constellation’s periodic reports filed with the Securities and Exchange Commission and in the proxy statement Constellation Energy has filed with the Securities and Exchange Commission and intends to 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 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

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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 Current Report on Form 8-K, 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 Dec. 31, 2007, which were filed with the Securities and Exchange Commission on Oct. 21, 2008, April 29, 2008, and Feb. 27, 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 proxy statement and other relevant materials filed or to be filed with the Securities and Exchange Commission.

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EX-99.2

Exhibit 99.2

	News Release
	Media Line: 410 470-7433
	www.constellation.com
	Constellation Energy Nuclear Group	Constellation NewEnergy
	Constellation Energy Commodities Group	Baltimore Gas and Electric Company
	Constellation Energy Control & Dispatch Group	BGE Home
	Constellation Energy Projects & Services Group

Media Contacts:	Robert L. Gould
	Debra Larsson
	410 470-7433
Investor Contacts:	Kevin Hadlock
	410 470-3647
	Janet Mosher
	410 470-1884

Constellation Energy Announces New Management Team

For Commercial Businesses

Kathleen W. Hyle Named Chief Operating Officer

BALTIMORE – Nov. 11, 2008 – Constellation Energy (NYSE: CEG) today announced that Kathleen W. Hyle, currently senior vice president, Constellation Energy, will assume the role of chief operating officer of the company’s overall commercial business and lead its new management team.

Hyle’s appointment is effective immediately and she will report directly to Mayo A. Shattuck III, chairman, president and chief executive officer.

“Since the announcement of our merger with MidAmerican Energy Holdings Company, we have been working diligently to de-risk our portfolio and reshape our businesses to address a radically changed environment,” said Shattuck. “As we continue to execute on these strategic objectives, it is imperative to appoint a leadership team that embraces our vision, is agile in capitalizing on new strategies, and is committed to achieving our collective goals. I am personally taking a leadership role in helping shape and drive strategy for our commercial activities and I’m confident that Kathi and her team will accomplish our transformation objectives with great skill and diligence.”

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The announcement of the leadership team coincides with the resignations, effective immediately, of Thomas V. Brooks, president of Constellation Energy Resources and executive vice president, Constellation Energy, and George E. Persky, senior vice president, Constellation Energy and chief commercial officer for Constellation Energy Resources.

Hyle joined Constellation Energy in 2003. Most recently, she served as senior vice president of finance and chief financial officer for Constellation Energy Nuclear Group and chief financial officer of UniStar Nuclear Energy, LLC, a strategic joint venture between Constellation Energy and EDF. Previously, Hyle held senior-level finance positions with Constellation Energy where she oversaw accounting, treasury, tax and financial planning and analysis. Prior to joining Constellation Energy, Hyle held treasurer and chief financial officer positions with ANC Rental Corp., the parent company of Alamo Rent-A-Car and National Rent-A-Car, AutoNation, Inc., and Black and Decker Corporation.

A Baltimore native, Hyle earned a bachelor’s of arts degree in accounting from Loyola College in Baltimore, and is a Certified Public Accountant.

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.

Forward-Looking Statements and Additional Information

We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Exchange Act of 1934. These statements are not guarantees of our future performance and are subject to risks, uncertainties and other important factors that could cause our actual performance or achievements to be materially different from those we project. For a full discussion of these risks, uncertainties and factors, we encourage you to read our documents on file with the Securities and Exchange Commission, including those set forth in our periodic reports under the forward-looking statements and risk factors sections. Except as

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required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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