4




                       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): June 29, 1999

 Commission File         Exact name of registrant as            IRS Employer
      Number               specified in its charter          Identification No.
      ------               ------------------------          ------------------

      1-12869            CONSTELLATION ENERGY GROUP, INC.         52-1964611

      1-1910             BALTIMORE GAS AND ELECTRIC COMPANY       52-0280210



                                    Maryland
                       -----------------------------------
       (State or other jurisdiction of incorporation for each registrant)


                39 W. Lexington Street, Baltimore, Maryland           21201
   --------------------------------------------------------------- ----------
               (Address of principal executive offices)             (Zip Code)


       Registrants' telephone number, including area code: (410) 234-5000

                                 Not Applicable
          (Former name or former address, if changed since last report)


                                       1
<PAGE>




Item 5.  Other Events

     As previously reported in our Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 (the "Form  10-Q"),  we reached a  tentative  agreement  in
principle  with a  majority  of the active  parties  on the major  issues in the
electric restructuring  proceedings discussed in the Form 10-Q. As a result, the
Maryland  Public  Service  Commission  (Maryland  PSC)  suspended the procedural
schedule and instructed the settling  parties to file a settlement  agreement by
June 15, 1999.  On June 11, 1999,  the Maryland PSC granted the parties a 10-day
extension for filing the settlement agreement.

     On June 29, 1999, the parties filed a Stipulation and Settlement  Agreement
with the Maryland PSC signed by the settling parties  ("Settlement  Agreement").
Attached to this Current Report on Form 8-K is the Settlement  Agreement without
Appendices (Exhibit 10) and a letter to Analysts from Constellation Energy Group
that discusses key provisions of the Agreement (Exhibit 99).

     The next step is for the Maryland PSC to determine what type of proceedings
are necessary to render a decision  regarding  whether the  settlement is in the
public  interest.  We expect that the  Maryland  PSC will issue a final order by
October 1, 1999.

     When sufficient  details of the transition plan ultimately  approved by the
Maryland PSC become known,  the generation  portion of BGE's  electric  business
will no  longer  meet the  provisions  of SFAS No.  71. At that  time,  we would
implement   SFAS  No.  101,   "Regulated   Enterprises  -  Accounting   for  the
Discontinuation of FASB Statement No. 71."

     A  provision  under  SFAS No.  101  requires  an  evaluation  of  potential
impairments of plant assets under SFAS No. 121, Accounting for the Impairment of
Long-Lived  Assets and for  Long-Lived  Assets To Be Disposed  Of. If any of our
generating  plant assets are impaired  under the provisions of SFAS No. 121, BGE
would be  required  to record a  write-down.  The amount of any such  write-down
could  materially  affect BGE's  financial  position and results of  operations.
However, we cannot estimate the amount of the potential impairment loss, if any,
at this time. We cannot  predict what decision the Maryland PSC will  ultimately
reach on the terms of the settlement  agreement or the impact that decision will
have on BGE's  financial  position  and results of  operations,  but such impact
could be material.

     We make  statements  in this report  that are  considered  forward  looking
statements  within the meaning of the  Securities Act of 1933 and the Securities
Exchange  Act of 1934.  These  statements  are  related  to the  effects  of the
proposed  deregulation  settlement  on  Constellation  Energy  Group's and BGE's
future operating results.  Sometimes these statements will contain words such as
"believes,"  "expects,"  "intends,"  "plans,"  and other  similar  words.  These
statements  are not  guarantees  of our future  performance  and are  subject to
risks, uncertainties and other important




                                       2
<PAGE>




factors that could cause our actual performance or achievements to be materially
different from those we project. These risks, uncertainties and factors include,
but are not limited to: general economic,  business,  and regulatory conditions;
energy  supply  and  demand;   competition;   federal  and  state   regulations;
availability,  terms,  and use of  capital;  nuclear and  environmental  issues;
weather;  industry  restructuring  and cost  recovery  (including  the potential
effect of stranded investments); commodity price risk; and year 2000 readiness.

     Given these  uncertainties,  you should not place  undue  reliance on these
forward looking statements. Please see our other periodic reports filed with the
SEC for more  information on these  factors.  These forward  looking  statements
represent our estimates and assumptions only as of the date of this report.

Item 7.  Exhibits

         See Exhibit Index.


                                   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.
                                   ---------------------------------------------
                                                   (Registrant)


                                        BALTIMORE GAS AND ELECTRIC COMPANY
                                   ---------------------------------------------
                                                   (Registrant)





Date:          June 29, 1999                       /s/ David A. Brune
               ----------------     --------------------------------------------
                                     David A. Brune, Vice President on behalf of
                                     each Registrant and as Principal Financial
                                     Officer of each Registrant






                                       3
<PAGE>





                                  EXHIBIT INDEX


     Exhibit Number                             Exhibit
     --------------                             -------

           10          Stipulation and Settlement Agreement, without Appendices.

           99          Letter to Investors and Analysts dated June 29, 1999.
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT", "secsgml_size_bytes": 6960}]
{"company-data": {"conformed-name": "CONSTELLATION ENERGY GROUP INC", "cik": "0001004440", "assigned-sic": "4911", "irs-number": "521964611", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25931", "film-number": "99655630"}, "business-address": {"street1": "39 WEST LEXINGTON ST", "city": "BALTIMORE", "state": "MD", "zip": "21201", "phone": "4102345685"}, "mail-address": {"street1": "39 WEST LEXINGTON ST", "city": "BALTIMORE", "state": "MD", "zip": "21201"}, "former-company": [{"former-conformed-name": "CONSTELLATION ENERGY CORP", "date-changed": "19951220"}, {"former-conformed-name": "RH ACQUISITION CORP", "date-changed": "19951205"}]}
4

                       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): June 29, 1999

 Commission File         Exact name of registrant as            IRS Employer
      Number               specified in its charter          Identification No.
      ------               ------------------------          ------------------

      1-12869            CONSTELLATION ENERGY GROUP, INC.         52-1964611

      1-1910             BALTIMORE GAS AND ELECTRIC COMPANY       52-0280210

                                    Maryland
                       -----------------------------------
       (State or other jurisdiction of incorporation for each registrant)

                39 W. Lexington Street, Baltimore, Maryland           21201
   --------------------------------------------------------------- ----------
               (Address of principal executive offices)             (Zip Code)

       Registrants' telephone number, including area code: (410) 234-5000

                                 Not Applicable
          (Former name or former address, if changed since last report)

                                       1
Item 5.  Other Events

     As previously reported in our Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 (the "Form  10-Q"),  we reached a  tentative  agreement  in
principle  with a  majority  of the active  parties  on the major  issues in the
electric restructuring  proceedings discussed in the Form 10-Q. As a result, the
Maryland  Public  Service  Commission  (Maryland  PSC)  suspended the procedural
schedule and instructed the settling  parties to file a settlement  agreement by
June 15, 1999.  On June 11, 1999,  the Maryland PSC granted the parties a 10-day
extension for filing the settlement agreement.

     On June 29, 1999, the parties filed a Stipulation and Settlement  Agreement
with the Maryland PSC signed by the settling parties  ("Settlement  Agreement").
Attached to this Current Report on Form 8-K is the Settlement  Agreement without
Appendices (Exhibit 10) and a letter to Analysts from Constellation Energy Group
that discusses key provisions of the Agreement (Exhibit 99).

     The next step is for the Maryland PSC to determine what type of proceedings
are necessary to render a decision  regarding  whether the  settlement is in the
public  interest.  We expect that the  Maryland  PSC will issue a final order by
October 1, 1999.

     When sufficient  details of the transition plan ultimately  approved by the
Maryland PSC become known,  the generation  portion of BGE's  electric  business
will no  longer  meet the  provisions  of SFAS No.  71. At that  time,  we would
implement   SFAS  No.  101,   "Regulated   Enterprises  -  Accounting   for  the
Discontinuation of FASB Statement No. 71."

     A  provision  under  SFAS No.  101  requires  an  evaluation  of  potential
impairments of plant assets under SFAS No. 121, Accounting for the Impairment of
Long-Lived  Assets and for  Long-Lived  Assets To Be Disposed  Of. If any of our
generating  plant assets are impaired  under the provisions of SFAS No. 121, BGE
would be  required  to record a  write-down.  The amount of any such  write-down
could  materially  affect BGE's  financial  position and results of  operations.
However, we cannot estimate the amount of the potential impairment loss, if any,
at this time. We cannot  predict what decision the Maryland PSC will  ultimately
reach on the terms of the settlement  agreement or the impact that decision will
have on BGE's  financial  position  and results of  operations,  but such impact
could be material.

     We make  statements  in this report  that are  considered  forward  looking
statements  within the meaning of the  Securities Act of 1933 and the Securities
Exchange  Act of 1934.  These  statements  are  related  to the  effects  of the
proposed  deregulation  settlement  on  Constellation  Energy  Group's and BGE's
future operating results.  Sometimes these statements will contain words such as
"believes,"  "expects,"  "intends,"  "plans,"  and other  similar  words.  These
statements  are not  guarantees  of our future  performance  and are  subject to
risks, uncertainties and other important

                                       2
factors that could cause our actual performance or achievements to be materially
different from those we project. These risks, uncertainties and factors include,
but are not limited to: general economic,  business,  and regulatory conditions;
energy  supply  and  demand;   competition;   federal  and  state   regulations;
availability,  terms,  and use of  capital;  nuclear and  environmental  issues;
weather;  industry  restructuring  and cost  recovery  (including  the potential
effect of stranded investments); commodity price risk; and year 2000 readiness.

     Given these  uncertainties,  you should not place  undue  reliance on these
forward looking statements. Please see our other periodic reports filed with the
SEC for more  information on these  factors.  These forward  looking  statements
represent our estimates and assumptions only as of the date of this report.

Item 7.  Exhibits

         See Exhibit Index.

                                   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.
                                   ---------------------------------------------
                                                   (Registrant)

                                        BALTIMORE GAS AND ELECTRIC COMPANY
                                   ---------------------------------------------
                                                   (Registrant)

Date:          June 29, 1999                       /s/ David A. Brune
               ----------------     --------------------------------------------
                                     David A. Brune, Vice President on behalf of
                                     each Registrant and as Principal Financial
                                     Officer of each Registrant

                                       3
EXHIBIT INDEX

     Exhibit Number                             Exhibit
     --------------                             -------

           10          Stipulation and Settlement Agreement, without Appendices.

           99          Letter to Investors and Analysts dated June 29, 1999.