8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 19, 2005 (December 19, 2005)

1-12869	CONSTELLATION ENERGY GROUP, INC.	52-1964611
1-1910		52-0280210
	BALTIMORE GAS AND ELECTRIC COMPANY
(Commission File Number)	(Exact name of Registrant as specified in its charter)	(IRS Employer Identification No.)

Maryland
(State or other jurisdiction of incorporation of Registrants)

750 E. Pratt Street

Baltimore, Maryland 21202
(Address of principal executive offices, including zip code, of Registrants)

410-783-2800
(Registrants’ telephone number, including area code)

N/A
(Former name or former address, 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:

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

Forward-Looking Statements.  This report contains, in addition to statements of historical fact, certain forward-looking statements.  These forward-looking statements relate to, among other things, the proposed merger and the combined company and involve risks and uncertainties.  Actual results could differ from those currently anticipated due to a number of factors.  Forward-looking statements are based on information available to management at the time, and they involve judgments and estimates.  There can be no assurance as to the timing of the closing of the merger, or whether the merger will close at all.  Factors that could cause the merger to be delayed or to failed to close at all include: the failure to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of Constellation Energy Group, Inc. (“Constellation”) or FPL Group, Inc. (“FPL”) stockholders to approve the transaction; a material adverse change in the business, assets, financial condition or results of operations of Constellation or FPL; the risk that the businesses will not be integrated successfully or that anticipated synergies will not be achieved or will take longer to achieve than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees, suppliers or governmental entities; unexpected transaction costs or liabilities; economic conditions; and other specific factors discussed in documents filed with the Securities and Exchange Commission by both Constellation and FPL.  Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at www.sec.gov.  In addition, investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by Constellation at www.constellation.com/investors.  Investors and security holders may obtain free copies of the documents filed by FPL at www.fplgroup.com/investor.  Neither Constellation nor FPL assumes any 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.  Constellation and FPL intend to file a registration statement of Constellation on Form S-4 containing a joint proxy statement/prospectus of Constellation and FPL, which will include material relating to the meetings of shareholders to vote on the approval of matters related to the Merger.  Investors and security holders of Constellation and FPL are urged to read the joint proxy statement/prospectus to be filed by Constellation and FPL and other relevant materials when they become available because they will contain important information about Constellation, FPL and the proposed transaction.  Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at www.sec.gov.  In addition, a copy of the joint proxy statement/prospectus (when it becomes available) may be obtain free of charge from Constellation Energy, Shareholder Services, 750 East Pratt St., Baltimore, Maryland 21202, or from FPL, Shareholder Services, P.O. Box 14000, 700 Universe Blvd., Juno Beach, Florida 33408-0420.

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No Offer or Solicitation.  This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, not shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation.  Constellation, FPL and their respective executive officers and directors may be deemed, under the rules of the Securities and Exchange Commission, to be participants in the solicitation of proxies from Constellation’s and/or FPL’s shareholders with respect to the proposed transaction.  Information regarding the officers and directors of Constellation is included in its 2004 Form 10-K and the definitive proxy statement for its 2005 annual meeting filed with the Securities and Exchange Commission on April 13, 2005.  Information regarding the officers and directors of FPL is included in its 2004 Form 10-K and the definitive proxy statement for its 2005 annual meetings filed with the Securities and Exchange Commission on April 5, 2005.  Information regarding J. Brian Ferguson, a director of FPL elected since the date of the filing of the 2005 definitive proxy statement, can be found in FPL’s filing on Form 10-Q dated August 4, 2005.  More detailed information regarding the identity of potential participants, and their interests in the solicitation, will be set forth in the joint proxy statement/prospectus and other materials to be filed with the Securities and Exchange Commission in connection with the proposed transaction.

Item 8.01.  Other Events

Constellation has made various communications to investors and employees in connection with its announcement on December 19, 2005 that it has entered into a definitive agreement to merge with FPL.  Copies of these communications are attached as Exhibits 99.1 through 99.8 to this report and are incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(c)           Exhibits

Exhibit No.	Description
99.1	Email to employees from Mayo A. Shattuck III, Chairman, President and Chief Executive Officer of Constellation
99.2	Investor Fact Sheet
99.3	Corporate Profiles for Constellation and FPL
99.4	Employee Fact Sheet

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99.5	Employee Frequently Asked Questions
99.6	Employee Presentation Slides
99.7	Script of video remarks made to employees by Mayo A. Shattuck III
99.8	News story posted on Constellation’s internal website

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CONSTELLATION ENERGY GROUP, INC.
Dated:  December 19, 2005	By:	/s/ Charles A. Berardesco
		Charles A. Berardesco
		Associate General Counsel, Chief Compliance Officer and Corporate Secretary
	BALTIMORE GAS AND ELECTRIC COMPANY
Dated:  December 19, 2005	By:	/s/ Charles A. Berardesco
		Charles A. Berardesco
		Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Email to employees from Mayo A. Shattuck III, Chairman, President and Chief Executive Officer of Constellation
99.2	Investor Fact Sheet
99.3	Corporate Profiles for Constellation and FPL
99.4	Employee Fact Sheet
99.5	Employee Frequently Asked Questions
99.6	Employee Presentation Slides
99.7	Script of video remarks made to employees by Mayo A. Shattuck III
99.8	News story posted on Constellation’s internal website

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EX-99.1

Exhibit 99.1

Dear colleague – This morning it is my privilege to share with you very exciting news about a new Constellation Energy.  Today, we’ve announced a merger with FPL Group that will create a new industry leader that will be North America’s leading competitive energy supplier and the nation’s second largest electric utility.

Still known as Constellation Energy, the combined company will be co-headquartered in Baltimore and Juno Beach, Fla.  We’re joining forces with one of the fastest growing and best run utilities and merchant generators in America. The new company will be a Fortune 100 company and nearly double the size of Constellation Energy today, with approximately $27 billion in annual revenue.

There’s been considerable speculation in the media about this transaction.  In the days and weeks ahead, you’ll learn the facts about the advantages gained through this partnership. There are many.

It’s important to emphasize that the headquarters of our competitive businesses (CCG, CNE, BGE Home, Constellation Energy Projects & Services) will remain in Baltimore. We anticipate no changes for BGE, which will maintain its current operations. My role in the new company will be Chairman of the Board and I will head the competitive companies.  FPL’s Chief Executive Officer, Lewis Hay, will upon closing of the merger become CEO of Constellation Energy.  I’ve gotten to know Lew well the past few years; he’s one of the most talented and well-respected leaders in our industry.

Our companies genuinely bring out the best in each other.  We have our strengths and skills, FPL Group has theirs. Each company has a diverse and efficient merchant fleet, and FPL has plants in key geographic areas, such as Texas and New England, where we serve a lot of customer load.  This presents an important competitive advantage.  We lower our costs if we serve load from our own plants, rather than exclusively buying and hedging supply in the open market.

In other areas, our companies share similarities.  FPL Group operates a utility in Southern Florida, Florida Power & Light, with 4.3 million customers and, of course, we have BGE in central Maryland with 1.2 million customers. Each company is an experienced nuclear operator, and the new company will manage seven nuclear power stations and 11 units, making us the third largest nuclear operator in America.

I know there’s a question on everyone’s mind: How will this affect me? In the short term, there will be virtually no impact on Constellation Energy employees.  In fact, it’s vitally important each of us remains focused on our current responsibilities.  The merger requires numerous approvals and is expected to take 9 to 12 months to complete. We cannot afford any distraction from our business priorities.

In my view, employees at Constellation Energy and FPL Group will come to view this merger as overwhelmingly positive.  While we expect to identify overlapping job functions, those that need to be eliminated may be addressed in large part through normal

attrition.  The more compelling story is about the potential for personal and professional growth.  We will be working for a company that is twice the size, and its competitive growth engine will be managed from Baltimore.  We will have both a significantly strengthened balance sheet and a leadership position in competitive markets.  That all adds up to opportunity.

As I mentioned, you’ll soon learn a great deal more about the merger and our plans, and for additional detail please review today’s press release (insert link).

This is an extraordinary day for Constellation Energy, the start of a new chapter in a story that dates to 1816 and our first years as the Gas Light Company of Baltimore.  I firmly believe this next chapter will be marked by success and strong, sustainable growth.

Thanks to each of you for your continued commitment to Constellation Energy.  You have my commitment that at every step in this process I will do everything I can to keep you updated and informed.

Mayo

This communication is not a solicitation of a proxy from any security holder of FPL Group Inc. or Constellation Energy.  Constellation Energy intends to file with the Securities and Exchange Commission a registration statement that will include a joint proxy statement/prospectus and other relevant documents to be mailed to security holders in connection with the proposed merger of FPL Group and Constellation Energy. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FPL Group, Constellation Energy AND THE PROPOSED MERGER.  Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov .  In addition, a copy of the joint proxy statement/prospectus (when it becomes available) may be obtained free of charge from FPL Group (address), or from Constellation Energy, Shareholder Services, 750 East Pratt St., Baltimore, Md. 21202.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

The respective directors and executive officers of FPL Group and Constellation Energy and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding FPL Group’s directors and executive officers is available in its 2004

Form 10-K and the proxy statement filed with the SEC by FPL Group on April 5, 2005, and information regarding Constellation Energy’s directors and executive officers is available in its 2004 Form 10-K and the proxy statement filed with the SEC by Constellation Energy on April 13, 2005. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

This document includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, for example, statements regarding benefits of the proposed merger, integration plans and expected synergies, anticipated future financial and operating performance and results, including estimates for growth.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein.  These risks and uncertainties include, for example, the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of FPL Group or Constellation Energy stockholders to approve the transaction; the risk that the businesses will not be integrated successfully or that anticipated synergies will not be achieved or will take longer to achieve than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees, suppliers or governmental entities; unexpected transaction costs or liabilities; economic conditions; and other specific factors discussed in documents filed with the Securities and Exchange Commission by both FPL Group and Constellation Energy.  These risks, as well as other risks associated with the merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that Constellation Energy will file with the SEC in connection with the proposed merger.  Additional factors that may affect the future results of FPL Group or Constellation Energy are set forth in their respective filings with the SEC.  Investors and security holders may obtain free copies of these documents at the SEC’s web site at www.sec.gov.  In addition, investors and security holders may obtain free copies of the documents filed with the SEC by FPL Group at www.fplgroup.com/investor.  Investors and security holders may obtain free copies of the documents filed by Constellation Energy at www.constellation.com/investors.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.  Neither FPL Group nor Constellation Energy undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this document.

EX-99.2

Exhibit 99.2

FPL GROUP AND CONSTELLATION ENERGY:

CREATING AMERICA’S PREMIER ENERGY COMPANY

Strategic Rationale	•The strategic combination of FPL Group and Constellation Energy creates the nation’s largest and most innovative competitive energy company, complemented by an equally strong regulated utility business. Strong Competitive Energy Business •Industry leadership: Combination creates the nation’s largest wholesale and retail competitive energy supplier. •Competitive energy profile offers diverse customer mix and supply base, with attractive growth prospects and balanced risk. •Tighter integration of supply and demand means more of the energy value chain is available for optimization and capture. Regulated Utility Provides Balanced Business Mix •Industry leadership: Combination creates nation’s second-largest regulated electric and gas utility, with more than 5.5 million customers electric customers and 625,000 gas customers. •Strong, predictable, profitable utility operations provide earnings balance in a constructive regulatory environment. •Combination expected to generate at least $200 million to $250 million pretax annual synergies before integration-related costs by the end of the third post-merger year. •FPL Group and Constellation Energy together provide unparalleled financial strength: •$57 billion of total assets •$28 billion of combined market capitalization (based on current market values) •Strong, experienced management teams committed to smooth integration, maintenance of cultures built on innovation and competitiveness, strong balance sheet, investment-grade ratings, and building shareholder value.
Transaction Highlights	Deal Structure •Consideration: Constellation shareholders to receive 1.444 common shares for every share held •Ownership (approximate): 60% FPL Group shareholders; 40% Constellation shareholders Required Approvals •Shareholders, Maryland Public Service Commission, Federal Energy Regulatory Commission, Nuclear Regulatory Commission, Department of Justice or Federal Trade Commission Expected Close •9 to 12 months
Customer Benefits	•More balanced footprint in major competitive markets •Brings critical mass and requisite skills across the competitive energy value chain •Pairs utilities committed to service reliability and sharing of best practices •Mutual support during natural disasters
Corporate Governance	Combined company to be named Constellation Energy and continue to trade on NYSE Chief Executive Officer: Lewis Hay, III Chairman of the Board: Mayo A. Shattuck, III Chief Financial Officer: E. Follin Smith
	Dual corporate headquarters in Juno Beach, Fla. and Baltimore, Md. Board Members: 15 (13 non-executive) – 9 named by FPL Group, 6 named by Constellation

EX-99.3

Exhibit 99.3

Constellation Energy and FPL Group:

Corporate Profiles

	Constellation Energy	FPL Group, Inc.
Tickers	NYSE: CEG	NYSE: FPL
Description	A Fortune 200 company based in Baltimore, Constellation Energy is the nation’s leading competitive supplier of electricity to commercial and industrial customers and the nation’s largest wholesale power seller. The company delivers electricity and natural gas through the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland.	Based in Juno Beach, Fla., FPL Group, Inc. is one of the nation’s largest providers of electricity-related services, with a portfolio that includes one of the largest and fastest growing regulated utilities in the nation and a wholesale power generation business operating in 24 states.
Corporate Web Sites	www.constellation.com	www.fplgroup.com
Major Businesses	Constellation Energy Constellation Energy Commodities Group Constellation NewEnergy Constellation NewEnergy - Gas Division Constellation Generation Group Baltimore Gas and Electric Fellon-McCord & Associates Constellation Energy Projects & Services BGE HOME	Florida Power & Light Company FPL Energy, LLC FPL FiberNet, LLC
By the Numbers	2004 Assets: $17.3 billion 2004 Revenues: $12.5 billion 2004 Net Income: $563 million Market Capitalization (12/16/05): $11 billion Electric Customers: 1.2 million Generation - Owned (MWs): 11,861	2004 Assets: $28.3 billion 2004 Revenues: $10.5 billion 2004 Net Income: $852 million Market Capitalization (12/16/05): $17 billion Electric Customers: 4.3 million Generation – Owned (MWs): 33,333
	Nuclear (MWs): 3,794 Fossil: 7,610 Renewables/Hydro: 457	Nuclear (MWs): 4,434 Fossil: 25,112 Renewables/Hydro: 3,787
	Total Competitive Energy Peak Load Served: 31,400 (MWs) Employees: 9,570	Utility Energy Sales: 103,635 GW Employees: 11,921
Core Values	Integrity Teamwork Social and environmental responsibility Customer focus Accountability Passion for excellence	Quality Cost management Operational excellence Stewardship Integrity Customer orientation

Important Merger Statement

This communication is not a solicitation of a proxy from any security holder of FPL Group Inc. or Constellation Energy.  Constellation Energy intends to file with the Securities and Exchange Commission a registration statement that will include a joint proxy statement/prospectus and other relevant documents to be mailed to security holders in connection with the proposed merger of FPL Group and Constellation Energy. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FPL Group, Constellation Energy AND THE PROPOSED MERGER.  Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov.  In addition, a copy of the joint proxy statement/prospectus (when it becomes available) may be obtained free of charge from FPL Group, Shareholder Services, P.O. Box 14000, 700 Universe Blvd., Juno Beach, Florida 33408-0420, or from Constellation Energy, Shareholder Services, 750 East Pratt St., Baltimore, Md. 21202.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

The respective directors and executive officers of FPL Group and Constellation Energy and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding FPL Group’s directors and executive officers is available in its 2004 Form 10-K and the proxy statement filed with the SEC by FPL Group on April 5, 2005, and information regarding Constellation Energy’s directors and executive officers is available in its 2004 Form 10-K and the proxy statement filed with the SEC by Constellation Energy on April 13, 2005. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

This document includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, for example, statements regarding benefits of the proposed merger, integration plans and expected synergies, anticipated future financial and operating performance and results, including estimates for growth.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein.  These risks and uncertainties include, for example, the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of FPL Group or Constellation Energy stockholders to approve the transaction; the risk that the businesses will not be integrated successfully or that anticipated synergies will not be achieved or will take longer to achieve than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees, suppliers or governmental entities; unexpected transaction costs or liabilities; economic conditions; and other specific factors discussed in documents filed with the Securities and Exchange Commission by both FPL Group and Constellation Energy.  These risks, as well as other risks associated with the merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that Constellation Energy will file with the SEC in connection with the proposed merger.  Additional factors that may affect the future results of FPL Group or Constellation Energy are set forth in their respective filings with the SEC.  Investors and security holders may obtain free copies of these documents at the SEC’s web site at www.sec.gov.  In addition, investors and security holders may obtain free copies of the documents filed with the SEC by FPL Group at www.fplgroup.com/investor.  Investors and security holders may obtain free copies of the documents filed by Constellation Energy at www.constellation.com/investors.  Readers are

cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.  Neither FPL Group nor Constellation Energy undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this document.

EX-99.4

Exhibit 99.4

Constellation Energy and FPL Group:

Fact sheet

FPL Group, Inc. and Constellation Energy, two of the strongest, fastest-growing and most successful energy companies in America, announced on Dec. 19, 2005, that they will merge to create the nation’s largest competitive energy supplier and its second-largest electric utility.

Key Transaction Terms

Name: Constellation Energy

Management:	Lewis Hay, CEO
	Mayo Shattuck, Chairman of the Board and head of the combined company’s competitive energy business

Headquarters:  Co-headquarters in Baltimore and Juno Beach, Fla.

•Competitive businesses to remain based in Baltimore

•Fossil and renewable generation operations to be based in Juno Beach, Fla.

•Florida Power & Light, Juno Beach, Fla.

•Baltimore Gas and Electric, Baltimore

Structure:  Modified merger of equals

1 share of FPL converted to 1 share of Constellation

1 share of Constellation converted to 1.444 shares of Constellation

Ownership:  Approximately 60 percent FPL shareholders

Approximately 40 percent Constellation Energy shareholders

Board members:  15 board members in total, 13 non-executive

9 nominated by FPL

6 nominated by Constellation Energy

The merger creates a strong, stable financial platform to grow shareholder value

•$57 billion of total assets

•$27 billion in combined annual revenues

•$28 million market capitalization (based on current market values)

•Continued emphasis on building new nuclear

•More than 5.5 million regulated electric customers in Florida and Maryland

•Serve thousands of commercial, industrial and utility customers, including 72 of the FORTUNE 100

•Approximately 21,750 employee

Together, Constellation Energy and FPL Group create the premier competitive energy company:

No. 1

•Wholesale competitive supplier (22,040 MWs)

•Retail competitive supplier (16,550 MWs)

•Power generator (45,194 MWs)

•Wind power generator (3,211 MWs)

No. 2

•Regulated electric customers (5.5 million)

No. 3

•Nuclear plant operator (8,228 MWs, seven power stations and 11 units*)

No. 4

•Combined equity market value ($28 billion)

Anticipated transaction timeline:

Dec. 19, 2005 - Definitive transaction is announced

Q2 2006 - Shareholder voting

Q1 - - Q4 2006 - Transition implementation plans developed

Q3 - - Q4 2006 - Receive regulatory approvals

Q3 - - Q4 2006 - Transaction to close

*Including FPL Group’s pending acquisition of the Duane Arnold nuclear station.

Important Merger Statement

This communication is not a solicitation of a proxy from any security holder of FPL Group Inc. or Constellation Energy.  Constellation Energy intends to file with the Securities and Exchange Commission a registration statement that will include a joint proxy statement/prospectus and other relevant documents to be mailed to security holders in connection with the proposed merger of FPL Group and Constellation Energy. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FPL Group, Constellation Energy AND THE PROPOSED MERGER.  Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov.  In addition, a copy of the joint proxy statement/prospectus (when it becomes available) may be obtained free of charge from FPL Group, Shareholder Services, P.O. Box 14000, 700 Universe Blvd., Juno Beach, Florida 33408-0420, or from Constellation Energy, Shareholder Services, 750 East Pratt St., Baltimore, Md. 21202.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

The respective directors and executive officers of FPL Group and Constellation Energy and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding FPL Group’s directors and executive officers is available in its 2004 Form 10-K and the proxy statement filed with the SEC by FPL Group on April 5, 2005, and information regarding Constellation Energy’s directors and executive officers is available in its 2004 Form 10-K and the proxy statement filed with the SEC by Constellation Energy on April 13, 2005. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

This document includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, for example, statements regarding benefits of the proposed merger, integration plans and expected synergies, anticipated future financial and operating performance and results, including estimates for growth.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein.  These risks and uncertainties include, for example, the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of FPL Group or Constellation Energy stockholders to approve the transaction; the risk that the businesses will not be integrated successfully or that anticipated synergies will not be achieved or will take longer to achieve than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees, suppliers or governmental entities; unexpected transaction costs or liabilities; economic conditions; and other specific factors discussed in documents filed with the Securities and Exchange Commission by both FPL Group and Constellation Energy.  These risks, as well as other risks associated with the merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that Constellation Energy will file with the SEC in connection with the proposed merger.  Additional factors that may affect the future results of FPL Group or Constellation Energy are set forth in their respective filings with the SEC.  Investors and security holders may obtain free copies of these documents at the SEC’s web site at www.sec.gov.  In addition, investors and security holders may obtain free copies of the documents filed with the SEC by FPL Group at www.fplgroup.com/investor.  Investors and security holders may obtain free copies of the documents filed by Constellation Energy at www.constellation.com/investors.  Readers are

cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.  Neither FPL Group nor Constellation Energy undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this document.

EX-99.5

Exhibit 99.5

Frequently Asked Questions

What was announced today?

We announced that Constellation Energy and FPL Group, two of the strongest, fastest-growing and most successful energy companies in America, have agreed to merge and create North America’s No. 1 competitive energy supplier and the nation’s second largest electric utility portfolio.

When does the merger become effective?

The proposed merger is expected to take nine to 12 months to gain the necessary regulatory and shareholder approvals.

Why are we doing this?

The merger will create a combined enterprise with significantly more growth potential than either company could achieve on a stand-alone basis. The deal puts us in a better position to increase shareholder value. It will bring together two strong, successful industry leaders whose assets and skill sets fit very well together. In fact, these skills combine the best of the regulated utility and competitive energy businesses. The combined company will continue to provide outstanding service to its millions of customers.

Is this a merger or was Constellation Energy sold to FPL Group?

This is a modified merger of equals, which will create the premier competitive energy company in North America. The combined company will be known as Constellation Energy with dual headquarters in Juno Beach, Fla. and Baltimore. FPL Group’s current CEO and chairman, Lewis Hay, will be CEO of the combined company. Mayo Shattuck will serve as chairman and E. Follin Smith will serve as chief financial officer.

Employees

How will this impact Constellation Energy employees?

There will be no immediate impact and it is anticipated there will be little to no impact through 2006. While the merger is proceeding through the approval process, Constellation Energy will remain an independent company and will continue to focus on its current business plans and objectives. In fact, it’s very important employees stay focused on their current responsibilities.

When the merger is approved will there be job losses?

That isn’t known at this time, but any necessary staff reductions will be achieved through normal attrition wherever possible. It’s estimated the merger will result in approximately $200-$250 million of savings after it has been in operation for three years. That savings number can be reached in a variety of ways, including growth of the businesses and through jobs lost through normal attrition. There is relatively little overlap in our geographic territories and operations. We would expect the level of organizational redundancy to be relatively low, and largely confined to corporate staff functions.

If jobs must be cut, how will that be determined?

An analysis will be done in 2006 to identify redundant job functions at the two companies. This analysis will be carried out by integration teams with representation from both companies. Again, these overlapping functions may be addressed through normal attrition. It’s also important to keep in mind that the combined company will be

committed to a growth strategy and could well be adding positions in some areas of the business.

When will I know whether, and how, the transaction will affect me?

That has not been determined. The approval process for the merger is expected to take between nine and 12 months. During that time integration teams will analyze a host of personnel and operational decisions will be announced when appropriate.

Long term, how will this affect my pay, benefits, 401K or pension?

Each company offers competitive compensation and employee benefits, including 401K and retirement plans. Until the deal is approved, employees will continue under their current plans. The combined company will develop its own pay and benefits policies.

How do the benefit programs, salary structures, etc., of Constellation Energy and FPL Group compare?

Detailed information on that topic will be developed by the integration team and communicated to employees as soon as decisions are made.

Will employee bonuses be affected by the transaction?

2005 bonuses will still be paid in the first quarter of 2006. The companies are expected to remain separate and independent through most, if not all, of 2006 while the merger is undergoing regulatory review. Once the combined company is formed, it will adopt its own pay and benefits policies.

Will early retirement packages be offered?

Those decisions will be made by the individual companies and the integration team and communicated when decisions are made.

Baltimore and Maryland

How long is the commitment to keep dual headquarters?

The two companies have committed to dual headquarters for at least five years, and have communicated that commitment to public and community leaders in each city.

Which companies are staying in Baltimore, and which might go to Florida?

The dual headquarters for the combined company will be Baltimore and Juno Beach, Fla. As for individual business units, many of those decisions have yet to be made. It has been determined that Constellation Energy Commodities Group, Constellation NewEnergy, BGE HOME and Constellation Energy Projects & Services, will continue in their current locations in Baltimore and elsewhere. BGE stays and remains with the same name as an independent utility. Fellon-McCord and CNE - Gas will remain in Louisville, Ky. Fossil and renewable generation will be headquartered in Juno Beach, Fla. It’s not clear at this stage whether at some point there will be relocation of other functions from either headquarter city.

Will there be a negative impact for Baltimore?

No, Baltimore is gaining a dual headquarters of a significantly larger, Fortune 100 company that will be the premiere competitive energy company in America. The combined company will be named Constellation Energy and the competitive businesses that will drive its growth will be based and managed from Baltimore for a minimum of five years.

Will the combined company live up to its community commitments in Baltimore?

Yes. Both Constellation Energy and FPL Group have stellar records for community support and local sponsorships. Each has made a long-term pledge to maintain or increase current levels of local giving and support to those communities.

What regulatory approval is needed in Maryland? What are the benefits to customers?

For Constellation Energy, approval is needed from the Maryland Public Service Commission (PSC). Benefits to BGE customers include:

•  Opportunities to improve reliability through sharing of best practices

•  Mutual support in the event of a natural disaster

Transition Planning

Beyond Lewis Hay, Mayo Shattuck and Follin Smith, who will be the senior leaders of the combined company?

In addition to Hay, Shattuck and Smith, Jim Robo has been selected to head up Regulated Utilities and Generation and Moray Dewhurst will be in charge of Transition & Integration for the combined Constellation Energy. Armando Olivera and Ken DeFontes will remain in their respective positions at each of the utilities. Additional operational decisions will be made by the integration team, on which both companies will be represented.

Who will lead/serve on the transition team?

Moray Dewhurst, FPL’s chief financial officer, will be managing the Transition & Integration team.

Will any joint marketing programs begin prior to merger completion?

No. Until the transaction is approved and completed, both companies will remain legally separate entities and, as such, both must and will continue to pursue their respective marketing programs and other business activities on a stand-alone basis, exactly as before.

As a Constellation Energy employee, should I contact my counterparts at FPL Group to discuss transition plans?

Not unless you are explicitly authorized to do so. All operational decisions will be made by a designated integration team, on which both companies will be represented. That group will make those decisions based on what makes the most sense for the combined enterprise, its customers and its shareholders. It’s important to remember at all times that until the merger transaction is completed, Constellation Energy and FPL Group are legally and operationally separate companies. Until the transaction is completed, both companies must and will continue to pursue their respective business activities as separate, stand-alone enterprises, exactly as before.

What is Constellation Energy doing to retain its competitive customers between now and transaction closing?

Customers across our lines of business will be contacted to let them know that we will remain 100 percent focused on their needs and our responsibilities. The most important message for all Constellation Energy customers is that we will continue to serve them exactly as before, providing the highest level of customer service and support. We’ll also be letting them know about the long-term benefits of the merger.

Will any FPL Group employees be relocated to Baltimore?

It is anticipated the respective utility operations will operate independently much as they do today. Long term, we would expect to gain value by combining operations of FPL’s and Constellation Energy’s competitive businesses. The competitive businesses will be based in Baltimore and at this point it’s not clear if some positions may move to other locations.

Strategy

What are some specific benefits of the merger?

The main benefit is that it will help us achieve a higher level of profitable growth by creating a larger, more efficient company. Constellation Energy and FPL Group, and our respective assets and skill sets, fit very well together. FPL Group has generation assets in key markets, such as Texas and New England, where Constellation Energy serves considerable load but owns little generation. The merger will enable us to realize savings in fleet management with the expanded nuclear portfolio, which will double in size to 11 units.

What’s our strategy? Utility or competitive markets?

Both. The company is committed to a growth strategy and this combination will allow the combined company to grow beyond what either company could have achieved individually. Our goal is to achieve a balanced mix of regulated and competitive businesses, because experience has shown that both are necessary for each to grow and thrive. This merger is about creating a combined enterprise very well positioned for long-term strength, growth and success.

Does this mean Constellation Energy is retreating from competitive markets?

No, just the opposite. This merger is about growth - and the competitive sector is where that growth can best be achieved. Constellation Energy is the market leader in the competitive sector and fully intends to maintain and broaden that role. This merger puts the competitive segment of the business on a stronger footing-financially, and in terms of merchant assets. Competitive markets across North America remain robust, particularly at a time of rising commodity prices. Now more than ever, customers need competitive suppliers.

What can Constellation Energy and FPL Group do better together than they could do separately?

Many things. For example, FPL Group is a leader in wind energy, an area in which Constellation Energy has little experience. While FPL Group has competitive businesses, it will gain access to Constellation Energy’s risk management and customer-facing competitive businesses, each market leaders in the wholesale and retail sectors. Most important, FPL Group and Constellation Energy can grow more profitably together than separately. This merger doubles our size, combining a leading customer-facing and risk-management operation with a greatly expanded generation asset base.

Shareholders

I’m a stockholder of Constellation Energy. Do I need to take any action?

You will receive information in an upcoming proxy statement.

When will I receive proxy materials to vote on the deal?

That has not yet been determined, but every shareholder will have sufficient time to carefully review the materials before voting on the transaction or taking any other action.

EX-99.6

Exhibit 99

Searchable text section of graphics shown above

[LOGO] [LOGO]

Creating the Premier

Competitive Energy Company

Employee Meetings

1

Safe Harbor Language

This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, for example, statements regarding benefits of the proposed merger, integration plans, and expected synergies, anticipated future financial and operating performance and results, including estimates for growth. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include, for example, the ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of FPL Group or Constellation Energy stockholders to approve the transaction; the risk that the businesses will not be integrated successfully or that anticipated synergies will not be achieved or will take longer to achieve than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees, suppliers or governmental entities; unexpected transaction costs or liabilities; economic conditions; and other specific factors discussed in documents filed with the Securities and Exchange Commission by both FPL Group and Constellation Energy.

These risks, as well as other risks associated with the merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 that Constellation Energy will file with the SEC in connection with the proposed merger. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Neither Constellation Energy nor FPL undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this presentation.

[LOGO] [LOGO]

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Non-Solicitation

This communication is not a solicitation of a proxy from any security holder of Constellation Energy or FPL Group. Constellation Energy intends to file with the Securities and Exchange Commission a registration statement that will include a joint proxy statement/prospectus and other relevant documents to be mailed to security holders in connection with the proposed merger of Constellation Energy and FPL Group. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT Constellation Energy, FPL GROUP AND THE PROPOSED MERGER. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. In addition, a copy of the joint proxy statement/prospectus (when it becomes available) may be obtained free of charge from Constellation Energy, Shareholder Services, 750 E. Pratt Street, Baltimore, MD 21201, or from FPL Group, Shareholder Services, P.O. Box 14000, 700 Universe Blvd., Juno Beach, Florida 33408-0420.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

The respective directors and executive officers of Constellation Energy and FPL Group 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 its 2004 Form 10-K and the proxy statement filed with the SEC by Constellation Energy on April 13, 2005. Information regarding FPL Group’s directors and executive officers is available in its 2004 Form 10-K, the proxy statement filed with the SEC by FPL Group on April 5, 2005, and the Form 10-Q for the quarterly period ended September 30, 2005. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

3

Agenda

The FPL – Constellation Energy Merger

Announcement

Why We Are Merging

What the Merger Means for Employees

Next Steps

Questions

4

Why FPL and Constellation Energy are Merging

•Build the leading platform in the competitive energy sector

•Create a world-class competitive electricity business

•Build a bigger, stronger, more diversified regulated utility business

•Build a combined enterprise well-positioned for long-term strength, growth, success

….Creating America’s Premier Energy Company

5

Creating an Industry Leader

#1U.S. Generation (45,194 MWs)

#1Wind Generation (3,211 MWs)

#1Wholesale Competitive Supplier (22,040 MWs)

#1Retail Competitive Supplier (16,550 MWs)

#2Regulated Electric Customers (5.5 million)

#3Nuclear Generation (8,228 MWs) (1)

(1)Domestic generation

(2)Nuclear generation capacity as of 12/5/05 plus 419 MWs for Duane Arnold, which is an FPL Group deal expected to close by the first quarter 2006

(1)Nuclear generation capacity as of 12/5/05 plus 419 MWs for Duane Arnold, which is expected to close by the first quarter 2006

6

Key Transaction Terms

•	Structure:	Modified merger of equals
		•	1 share of FPL Group converted to 1 share of Constellation Energy after the merger
		•	1 share of Constellation Energy converted to 1.444 shares of Constellation Energy after the merger
•	Consideration:	100% stock
•	Premium:	Approximately 15% to Constellation Energy shareholders (1)
•	Ownership: (2)	Approximately 60% FPL Group shareholders
		Approximately 40% Constellation Energy shareholders
•	Name:	Constellation Energy
•	Management:	Lew Hay to become chief executive officer
		Mayo Shattuck to become chairman of the board
•	Board Members:	9 nominated by FPL Group, 6 nominated by Constellation Energy
•	Headquarters:	Dual corporate headquarters
		•	Competitive energy in Baltimore, MD
		•	Florida Power & Light in Juno Beach, FL
		•	Baltimore Gas and Electric in Baltimore, MD
		•	Fossil and renewable generation in Juno Beach, FL

(1)20-day average CEG share price of $53.44 and FPL share price of $42.39 ending 12/13/05

(2)Estimated based on shares outstanding at 12/16/05

7

The New Entity: A Compelling Combination

Wholesale		Retail		The premier competitive energy provider offering attractive growth  and a balanced, moderate risk profile...
Generation
+				+
Florida Power & Light	+		Baltimore Gas & Electric	…a solid base of stable, growing earnings and cash flow…
+				+
Corporate Strengths & Skills				…built on the industry’s strongest balance sheet

8

A Strong Cultural Fit

•Shared Vision on Serving the Customer

•FPL: “We will be the preferred provider of safe, reliable, and cost-effective products and services that satisfy the electricity-related needs of all customer segments.”

•Constellation Energy: “Our vision is to be the first-choice provider for customers seeking energy solutions in the complex and changing energy marketplace.”

•Shared Commitment to Helping Employees Achieve Their Full Potential

•Accountability

•Teamwork

•Results Driven

•Honesty and Candor

9

The New Constellation Energy’s Senior Leadership Team

Lew Hay

CEO

[GRAPHIC]

Currently FPL Group

Chairman and CEO

Mayo Shattuck

Chairman of the Board

[GRAPHIC]

Currently Constellation Energy

Chairman and CEO

10

Organizational Structure

			Board of Directors
			Mayo Shattuck			–	Chairman
			Lew Hay			–	Director
			Non-executive (13)			–	Directors
			Chief Executive Officer
			Lew Hay
Competitive Energy (Market-Facing Retail & Wholesale)		Regulated Utilities & Generation			Chief Financial Officer& Chief Admin. Officer			Transition & Integration
Mayo Shattuck		Jim Robo			Follin Smith			Moray Dewhurst
	Florida Power & Light			Baltimore Gas and Electric
	Armando Olivera			Ken DeFontes

11

What the Merger Means for Employees

•Enhanced Opportunity

•Larger, more diversified company

•Greater financial strength

•     Key Objectives

•Contribute to new company’s success

• Build a new enterprise

•      Impact on Jobs

•Co-headquarters in Baltimore and Juno Beach, Fla. for a minimum of 5 years

•Workforce reductions <10% to eliminate merger- related redundancies

•Reductions to be achieved by normal attrition wherever possible

•     Business as usual for 2006

•Deal is expected to take 9-12 months to obtain necessary regulatory approvals

•It’s imperative for employees to stay focused on current responsibilities

12

Summary

•      Compelling opportunity to create U.S. market-leading competitive energy provider

•     Well-matched, complementary contributions from two strong companies

•     Multiple channels of growth, balanced by strong base of moderate risk cash flow and earnings

•     Multiple sources of synergy

•     Combined entity well positioned for the opportunities and challenges of the decade ahead

13

Next Steps

•     Timetable to Complete Merger: 9 to 12 months

•     We must stay focused, continue to do our jobs and serve our customers

•     FPL Group and Constellation Energy remain separate, stand-alone companies until merger closes

•     We must continue to execute on 2005 / 2006 business plans

•     Management will:

•     Provide updates to employees as merger process continues

•      Be direct and forthright, “tell it like it is”

14

QUESTIONS?

15

APPENDIX

16

Combination Of Top-Performing Utilities

	Florida Power & Light		Baltimore Gas and Electric
Healthy long-term volume growth	3.0%		1.0% - 1.5%
(customer & usage)
Focus on customer satisfaction	102		103
(2005 J.D. Powers Residential Survey)	Top quartile		Top quartile
Low-cost operations	$	176	$	249
(Electric O&M $ per customer) (1)	(Ranks #1 of 91)		(Ranks #8 of 91)

17

Benefits To FPL and BGE Utility Customers

•     Balance sheet strength

•     Modest direct cost savings through leveraging utility expertise across a larger platform

•     Opportunities to improve reliability through best practices sharing

•     Mutual support

•     Nuclear scale

18

Complementary Competitive Business Strengths

[CHART]

19

Complementary Generation and Customer Businesses

	FPL Group		ConstellationEnergy		Combined
	Peak Load Served (1)	Generation (2)	Peak Load Served (1)	Generation (2)	Peak Load Served (1)	Generation (2)
	(MW)	(MW)	(MW)	(MW)	(MW)	(MW)
NEPOOL	900	2,793	9,800	—	10,700	2,793
PJM	600	1,159	13,200	6,413	13,800	7,572
ERCOT	1,500	3,679	6,300	800	7,800	4,479
TOTAL	3,000	7,631	29,300	7,213	32,300	14,844

Constellation Energy’s customer market shares combined with FPL Group’s deregulated assets create a balanced footprint

(1) Peak load served as of 9/30/05

(2) Generation megawatts as of 12/5/05

20

EX-99.7

Exhibit 99.7

Confidential

MAYO SHATTUCK EMPLOYEE VIDEO SCRIPT

Good morning.

Today, we issued some very important and exciting news: Constellation Energy and FPL Group have agreed to merge in a

$28 billion transaction that will establish the combined enterprise as the nation’s leading competitive energy supplier and its second-largest electric utility.

The combined company will be known as Constellation Energy.

FPL Group, which is based in Juno Beach, Florida, is one of the country’s largest, strongest and fastest-growing utilities, and is also a leading competitive provider of clean and renewable fuels.

It owns and operates Florida Power & Light, one of the nation’s highest-ranked utilities for service reliability.

We, of course, are the nation’s leading wholesale and retail competitive power supplier.

This historic transaction thus brings together two strong, successful industry leaders with extensive and complementary assets and skill sets.

It combines the best of the competitive and regulated energy sectors.

As such, it will create growth potential for the combined enterprise that far exceeds what our two companies could have achieved separately.

And we believe it will create many new opportunities for personal and professional growth for both you and your future colleagues.

[pause]

The combined company will have a market capitalization of about $28 billion, annual revenues of about $27 billion, total assets of $57 billion, about 5.5 million gas and electric customers in Maryland and Florida, and nearly 22,000 employees.

The new company will have dual headquarters in Juno Beach and in Baltimore, which will remain the home of BGE as well as our competitive retail businesses.

I will serve as chairman of the Board and head of the combined company’s competitive businesses.  Lew Hay, my counterpart at the current FPL Group, will serve after the merger as Constellation Energy’s chief executive officer.  And I’m pleased to say that Follin will serve as chief financial officer.

2

The Boards and senior managements of both companies view this transaction as a true merger, combining two organizations with shared values, a shared commitment to our customers and communities and a commitment to growing shareholder value.

[pause]

We expect to complete the merger in 9 to 12 months.  What will we be doing between now and then?

First, we will be obtaining a number of necessary regulatory approvals, which are listed in the today’s press release.

Both companies also need to obtain approval from our respective shareholders.

We will be forming a joint team to plan for the smooth and seamless integration of the two companies – a plan that will be implemented after completion of the merger.

But while the merger proceeds through the approval process we will be doing business as usual, serving our customers and focusing on our current and 2006 business objectives.

[pause]

3

Let me touch upon one topic that is probably on your mind: what effect the merger will have on you?

While the specific organizational needs of the combined company will be worked out by the integration team, we do not anticipate that the merger will have a major impact on the staffing levels of either company.

The merger will result in some redundancy in areas of the company, which will have to be addressed but may be resolved through attrition.

We do not expect a significant number of job losses at either company.

[pause ]

What you can do, and should do, now and in the months ahead, is exactly what you have been doing, serving our customers and communities, working hard, working safe, and helping to build the value of the company for all of our constituents.

I want to thank all of you for your many and continuing contributions to our success over the years.

Together, we’ve built Constellation Energy into one of the nation’s leading energy companies.

4

The merger we announced this morning will make us part of an even greater energy company.

I wish you and your families a healthy and happy holiday season.

# # #

5

EX-99.8

Exhibit 99.8

Portal story

Constellation Energy, FPL Group, Inc. Join in $28 Billion Historic Merger

Monday, December 19, 2005

This is a historic day for Constellation Energy.  The company that began in 1816 with a few gaslights in a Baltimore museum today embarked on a journey to become the nation’s premiere competitive energy company and one of its largest electric utilities.

At a series of meetings with investors and the media this morning in New York, Constellation Energy will formally unveil a $28 billion merger of equals with FPL Group, Inc. of Juno Beach, Fla.

The combined company, which will retain the Constellation Energy name, will maintain co-headquarters in Baltimore and Juno Beach. It will have combined annual revenues of $27 billion, $57 billion in total assets and approximately 21,750 employees.

The company’s generation portfolio will be the nation’s largest, exceeding 45,000 megawatts. It will be the third largest nuclear plant operator in the United States, with seven nuclear power stations and 11 units.

Mayo A. Shattuck will become chairman of the board of Constellation Energy upon completion of the merger. Shattuck will also head the combined company’s competitive energy business, which will continue to be headquartered in Baltimore.

Lewis Hay, currently chairman, president and chief executive of FPL Group, will become CEO of Constellation Energy when the merger is completed.

The companies’ respective utilities, Baltimore Gas and Electric and Florida Power & Light, will maintain their names and continue to operate as independent regulated utilities.

The merger is subject to regulatory approval and is expected to take nine to 12 months to complete.

For additional information, please read today’s press release.

An investor presentation will be held today at 9 a.m. If you’d like to listen to the presentation, please use the webcast information available on the merger Web site at www.newenergyleader.com, which will be available this morning.

[Story included link to press release, link to Important Merger Statements, Mayo video and employee FAQ.]