S-8

As filed with the Securities and Exchange Commission on June 4, 2010

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CONSTELLATION ENERGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Maryland	52-1964611
(State of Incorporation)	(I.R.S. Employer Identification No.)
100 Constellation Way Baltimore, Maryland	21202
(Address of Principal Executive Offices)	(Zip Code)

Constellation Energy Group, Inc. 2007 Long-Term Incentive Plan

Constellation Energy Group, Inc. Employee Savings Plan

(Full title of the plans)

Charles A. Berardesco

Senior Vice President and General Counsel

100 Constellation Way

Baltimore, MD 21202

(Name and address of agent for service)

(410) 470-2800

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Calculation of Registration Fee

Title of each class of Securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common Stock, without par value	11,000,000	$35.02	$385,220,000	$27,466.19

(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Act”), this registration statement also registers such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Act, based on the average of the high and low prices for the common stock on June 1, 2010, as reported on the New York Stock Exchange.

This registration statement is being filed, in accordance with General Instruction E to Form S-8, to register 9,000,000 additional shares of common stock for issuance under the Constellation Energy Group, Inc. 2007 Long-Term Incentive Plan, as amended (LTIP) and 2,000,000 additional shares of common stock for issuance under the Constellation Energy Group, Inc. Employee Savings Plan (ESP). The contents of the registrant’s Registration Statement on Form S-8 relating to the LTIP (No. 333-143260) are incorporated by reference into this registration statement. The contents of the registrant’s Registration Statement on Form S-8 relating to the ESP (No. 333-129802) are incorporated by reference into this registration statement.

Item 8. Exhibits.

Reference is made to the Exhibit Index filed as a part of this registration statement. Since the ESP is qualified under Section 401 of the Internal Revenue Code, neither an opinion of counsel concerning compliance with the requirements of the Employee Retirement Income Security Act (ERISA) nor an Internal Revenue Service (IRS) determination letter are being filed as an exhibit and the registrant hereby undertakes that it will submit or has submitted to the IRS in a timely manner all amendments necessary to maintain the qualified status of the ESP and has made or will make all changes required by the IRS in order to maintain the qualification of the ESP.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, Constellation Energy Group, Inc., the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on the 4th day of June, 2010.

CONSTELLATION ENERGY GROUP, INC.
(Registrant)
By:	/s/ Charles A. Berardesco
	Charles A. Berardesco
	Senior Vice President and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Principal executive officer:
*	Chairman of the Board, President and Chief Executive Officer	June 4, 2010
Mayo A. Shattuck III
Principal financial officer:
*	Senior Vice President and Chief Financial Officer	June 4, 2010
Jonathan W. Thayer
Principal accounting officer:
*	Vice President, Controller and Chief Accounting Officer	June 4, 2010
Bryan P. Wright

Signature		Title	Date
*		Director	June 4, 2010
Yves C. de Balmann
*		Director	June 4, 2010
Ann C. Berzin
*		Director	June 4, 2010
James T. Brady
*		Director	June 4, 2010
Daniel Camus
*		Director	June 4, 2010
James R. Curtiss
*		Director	June 4, 2010
Freeman A. Hrabowski, III
*		Director	June 4, 2010
Nancy Lampton
*		Director	June 4, 2010
John L. Skolds
*		Director	June 4, 2010
Michael D. Sullivan
*By:	/s/ Charles A. Berardesco
	Charles A. Berardesco, Attorney-in-Fact

The ESP. Pursuant to the requirements of the Securities Act of 1933, the trustee (or other persons who administer the ESP) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on the 4th day of June, 2010.

CONSTELLATION ENERGY GROUP, INC. EMPLOYEE SAVINGS PLAN
By:	/s/ Marcia Behlert
	Marcia Behlert, Plan Administrator

EXHIBIT INDEX

*	Exhibit 3(a)	Articles of Amendment and Restatement of the Charter of Constellation Energy Group, Inc. as of April 30, 1999. (Designated as Appendix B to Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 filed March 3, 1999, File No. 33-64799.)
*	Exhibit 3(b)	Articles Supplementary to the Charter of Constellation Energy Group, Inc., as of July 19, 1999. (Designated as Exhibit No. 99.1 to the Current Report on Form 8-K dated July 19, 1999, File Nos. 1-12869 and 1-1910.)
*	Exhibit 3(c)	Certificate of Correction to the Charter of Constellation Energy Group, Inc. as of September 13, 1999. (Designated as Exhibit No. 3(c) to the Annual Report on Form 10-K for the year ended December 31, 1999, File Nos. 1-12869 and 1-1910.)
*	Exhibit 3(d)	Articles Supplementary to the Charter of Constellation Energy Group, Inc. as of November 20, 2001. (Designated as Exhibit No. 3(e) to the Annual Report on Form 10-K for the year ended December 31, 2001, File Nos. 1-12869 and 1-1910.)
*	Exhibit 3(e)	Articles Supplementary to the Charter of Constellation Energy Group, Inc. as of April 10, 2007. (Designated as Exhibit No. 3(a) to the Current Report on Form 8-K dated April 10, 2007, File No. 1-12869.)
*	Exhibit 3(f)	Articles of Amendment to the Charter of Constellation Energy Group, Inc. as of July 21, 2008. (Designated as Exhibit No. 3(a) to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File Nos. 1-12869 and 1-1910.)
*	Exhibit 3(g)	Articles Supplementary to the Charter of Constellation Energy Group, Inc. as of September 19, 2008. (Designated as Exhibit No. 3.1 to the Current Report on Form 8-K dated September 19, 2008, File No. 1-12869.)
*	Exhibit 3(h)	Correction to Articles Supplementary to the Charter of Constellation Energy Group, Inc. as of November 25, 2008. (Designated as Exhibit No. 3(c) to the Annual Report on Form 10-K for the year ended December 31, 2008, File Nos. 1-12869 and 1-1910.)
*	Exhibit 3(i)	Articles Supplementary to the Charter of Constellation Energy Group, Inc. as of December 17, 2008. (Designated as Exhibit No. 3.1 to the Current Report on Form 8-K dated December 17, 2008, File No. 1-12869.)
*	Exhibit 3(j)	Bylaws of Constellation Energy Group, Inc., as amended to July 18, 2008. (Designated as Exhibit No. 3 to the Current Report on Form 8-K dated July 18, 2008, File No. 1-12869.)

Exhibit 5	Opinion of Counsel as to legality of the shares of Common Stock being registered.
*Exhibit 10	Amended and Restated 2007 Long-Term Incentive Plan. (Designated as Exhibit No. 10.1 to the Current Report on Form 8-K dated June 4, 2010, File No. 1-12869.)
Exhibit 23(a)	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
Exhibit 23(b)	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
Exhibit 23(c)	Consent of Counsel (included in Exhibit 5).
Exhibit 24	Power of Attorney.

* Incorporated by reference

EX-5

Exhibit 5

[Letterhead of Constellation Energy Group, Inc.]

June 4, 2010

Constellation Energy Group, Inc.

100 Constellation Way

Baltimore, MD 21202

Ladies and Gentlemen:

I am Senior Vice President and General Counsel for Constellation Energy Group, Inc., a Maryland corporation (the “Company”), and am furnishing this opinion in connection with the Company’s registration statement on Form S-8 filed on the date hereof (the “Registration Statement”) to register under the Securities Act of 1933, as amended, 11 million shares of common stock, without par value, of the Company (the “Shares”) to be issued pursuant to the Constellation Energy Group, Inc. 2007 Long-Term Incentive Plan, as amended, and the Constellation Energy Group, Inc. Employee Savings Plan (the “Plans”).

In connection with this opinion, I have considered such records and documents, and made such examinations of law as I have deemed relevant. For purposes of this opinion, I have assumed the authenticity of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as copies and the authenticity of the originals of all documents submitted to me as copies. I have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, I am of the opinion that any original issued Shares, when issued and delivered in the manner and on the terms contemplated in the Registration Statement and the Plans, will be validly issued, fully paid and non-assessable.

I express no opinion as to the law of any jurisdiction other than the law of the State of Maryland and the law of the United States of America. I undertake no responsibility to update or supplement this opinion in response to changes in law or future events or circumstances. The opinion expressed herein concerns only the effect of the law (excluding the principles of conflicts of law) of the State of Maryland and the United States of America as currently in effect.

This opinion is being furnished in accordance with the requirements of Item 601 of Regulation S-K promulgated under the Securities Act of 1933, as amended, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

Constellation Energy Group, Inc.

June 4, 2010

Page 2

This opinion is rendered solely for your benefit and may not be used, circulated, quoted relied upon or otherwise referred to by any other person for any other purpose without my prior written consent.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Charles A. Berardesco

Charles A. Berardesco

Senior Vice President and General Counsel

EX-23.A

Exhibit 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2010 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Constellation Energy Group’s Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Baltimore, MD

June 4, 2010

EX-23.B

Exhibit 23(b)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 22, 2009 relating to the statements of net assets available for benefits as of December 31, 2008 and 2007, the statements of changes in net assets available for benefits for the years ended December 31, 2008 and 2007 and the related supplemental Schedule G, Part III Nonexempt Transactions and Schedule H, line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2008, which appears in the Constellation Energy Group, Inc. Employee Savings Plan’s Annual Report on Form 11-K for the year ended December 31, 2008.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Baltimore, MD

June 4, 2010

EX-24

Exhibit 24

Constellation Energy Group, Inc.

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Constellation Energy Group, Inc. hereby constitutes and appoints Charles A. Berardesco and Sean J. Klein, and each of them individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or name, place and stead, in any and all capacities, to sign one or more Registration Statements under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such registration statement, for the registration of up to 11,000,000 shares of Constellation Energy Group, Inc. common stock, without par value, to be offered pursuant to the Constellation Energy Group, Inc. 2007 Long-Term Incentive Plan, as amended, and the Constellation Energy Group, Inc. Employee Savings Plan, in such forms as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 28th day of May, 2010.

/s/ Mayo A. Shattuck III	/s/ Jonathan W. Thayer
Mayo A. Shattuck III	Jonathan W. Thayer
Chairman of the Board, President and Chief Executive Officer	Senior Vice President and Chief Financial Officer
/s/ Bryan P. Wright
Bryan P. Wright
Vice President, Controller and Chief Accounting Officer

Power of Attorney relating to the registration of 11,000,000 shares of common stock to be offered pursuant to the Constellation Energy Group, Inc. 2007 Long-Term Incentive Plan, as amended, and the Constellation Energy Group, Inc. Employee Savings Plan

Directors:
/s/ Yves C. de Balmann	/s/ Freeman A. Hrabowski, III
Yves C. de Balmann	Freeman A. Hrabowski, III
/s/ Ann C. Berzin	/s/ Nancy Lampton
Ann C. Berzin	Nancy Lampton
/s/ James T. Brady	/s/ John L. Skolds
James T. Brady	John L. Skolds
/s/ Daniel Camus	/s/ Michael D. Sullivan
Daniel Camus	Michael D. Sullivan
/s/ James R. Curtiss
James R. Curtiss

Dated: May 28, 2010