SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COLLINS JOHN C

(Last)

(First)

(Middle)

750 E. PRATT STREET

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION ENERGY GROUP INC [ CEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CRO, Sr. VP - CEG

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2005		M		16,533	A⁽¹⁾	$34.25	39,059.595	D
Common Stock	02/15/2005		S		16,533	D⁽¹⁾	$53.1275	22,526.595	D
Common Stock	02/15/2005		M		20,000	A⁽¹⁾	$25.08	42,526.595	D
Common Stock	02/15/2005		S		20,000	D⁽¹⁾	$53.1275	22,759⁽²⁾	D
Common Stock								3,492.268⁽³⁾	I	By 401(k) Plan
Common Stock								1,000	I	By Son
Common Stock								1,000	I	By Daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock options (right to buy)⁽⁴⁾	$34.25	02/15/2005		M			16,533	⁽⁵⁾	05/18/2010	Common Stock	16,533	$0	0	D
Stock options (right to buy)⁽⁴⁾	$25.08	02/15/2005		M			20,000	⁽⁶⁾	11/12/2011	Common Stock	20,000	$0	0	D
Stock options (right to buy)⁽⁴⁾	$39.63	02/26/2004		A		21,650		⁽⁷⁾	02/26/2014	Common Stock	21,650	$0	21,650	D
Stock options (right to buy)⁽⁴⁾	$28.81	05/02/2003		A		23,290		⁽⁸⁾	05/02/2013	Common Stock	23,290	$0	23,290	D
Stock options (right to buy)⁽⁴⁾	$31.21	05/24/2002		A		50,000		⁽⁹⁾	05/24/2012	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. This transaction involved the cashless exercise of stock options and the subsequent sale of the underlying common stock.

2. This amount includes shares obtained through reinvested dividends since the Form 4 filed on 5/4/04.

3. This amount includes 193.585 shares acquired since the Form 4 filed on 5/4/04.

4. These are employee stock options.

5. Options vested in three equal annual installments on 5/18/01, 5/18/02, and 5/18/03.

6. Options vested in two installments - 8,000 on 7/1/02 and 12,000 on 7/1/03.

7. Options vest in three equal annual installments on 2/26/05, 2/26/06, and 2/26/07.

8. Options vest in three equal annual installments beginning on 5/2/04. The first installment vested on 5/2/04, and the second and third installments vest on 5/2/05 and 5/2/06.

9. Options vest in three equal annual installments beginning on 5/24/03. The first two installments vested on 5/24/03 and 5/24/04, and the third installment will vest on 5/24/05.

	John R. Collins	02/16/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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