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): October 20, 2000


    Commission File        Exact name of registrant            IRS Employer
         Number           as 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)


                 250 W. Pratt 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
---------------------

On October 23, 2000,  Constellation Energy Group, Inc. ("Constellation Energy" )
announced:  (1) a plan to separate its merchant  energy business (which includes
wholesale  generation and power  marketing)  from its retail  services  business
(which  includes  Baltimore Gas and Electric  Company),  (2) that it had entered
into an agreement with an affiliate of The Goldman Sachs Group, Inc.,  ("Goldman
Sachs") under which Goldman Sachs will invest in Constellation Energy's merchant
energy business,  and (3) that Constellation Energy will reduce its common stock
dividend  effective April,  2001. Further  information  regarding  Constellation
Energy's business separation plan and the reduction in its common stock dividend
is set forth in the press release attached hereto as an exhibit.

Pursuant to an  agreement  signed  October 22, 2000 (the  "Agreement"),  Goldman
Sachs will acquire up to a 17.5%  interest in  Constellation  Energy's  merchant
energy  business,  which will be  consolidated  under a single  holding  company
("Holdco").  Goldman  Sachs will also acquire  warrants to purchase up to 13% of
Holdco's  common stock  (subject to certain  adjustments),  exercisable 6 months
after  Holdco's  common stock  becomes  publicly  available,  for $60 per share.
Goldman  Sachs is  acquiring  its interest and the warrants in exchange for $250
million in cash (subject to adjustment in certain  instances) and certain assets
related to the power marketing and trading  business.  At closing,  the existing
services  agreement  with  Constellation  Energy's  power  marketing and trading
company will  terminate.  Goldman Sachs'  interest is subject to dilution to the
extent that Constellation  Energy makes additional capital  contributions to the
merchant energy business.

As part of the  Agreement,  Goldman  Sachs has agreed to refrain from  competing
with Constellation  Energy in electric power generating and marketing businesses
in North  America until October 31, 2003,  with certain  exclusions  for certain
electric  trading  activities,  the  ownership and operation of gas and electric
transmission and distribution  businesses,  and merchant banking activities.  In
connection with this restriction, each party must offer the other an opportunity
to  participate  in the electric  generating  business in Europe if the offering
party  intends to seek third party  investors in such a business.  Goldman Sachs
has also agreed not to acquire any securities of, or to attempt to influence the
control  of,  Constellation  Energy or Holdco in any  manner  prohibited  by the
Agreement  and the other  documents  executed in  connection  with it, until the
earlier of five years after closing or one year after Goldman Sachs' interest in
Holdco (excluding any shares it may acquire upon exercise of the warrants) falls
below 8.75%.

Constellation  Energy  also has  agreed to  participate  in the  electric  power
generating and marketing business in North America only through Holdco until the
earlier of October 31, 2003 or the date the separation of  Constellation  Energy
is completed.

The Agreement  entitles  Goldman  Sachs to have two directors on Holdco's  board
(which shall consist of twelve total directorships), and obligates Goldman Sachs
to vote its shares in favor of all Board  nominees for  director.  Goldman Sachs
may not sell its  interest  without the prior  consent of  Constellation  Energy
prior to the later of December 31, 2002 or 6 months after the


                                        2
<PAGE>

separation.  Following such date,  Goldman Sachs may generally transfer Holdco's
securities,  subject to certain restrictions,  including that no person or group
acquires more than 5% of such securities.

If the  separation  has not  occurred by October  22,  2002 or if  Constellation
Energy  proposes to enter into a transaction  prior to that date whereby control
over Constellation  Energy would change, then Goldman Sachs has the right to put
its interests in Holdco (and the warrants) to  Constellation  Energy for a total
consideration of 7 million shares of Constellation  Energy common stock and $500
million  in  cash.  Constellation  Energy  has  the  option  to  pay  all of the
consideration  in cash (including the 7 million  shares).  Constellation  Energy
also has the right to repurchase  Goldman Sachs' interest and the warrant on the
same terms as Goldman Sachs' put right if, during the period that Goldman Sachs'
put right is exerciseable,  Constellation Energy proposes to enter into a change
of control transaction.

Between  the  signing  of the  Agreement  and the  closing  of the  transaction,
Constellation Energy is precluded from soliciting offers for its merchant energy
businesses.  However,  should  an  unsolicited  offer for  these  businesses  be
received  by  Constellation  Energy,  Constellation  Energy  may  terminate  the
Agreement upon payment of a fee intended to compensate Goldman Sachs for amounts
to which Goldman Sachs is or would become  entitled under the existing  services
agreement  it has  with  Constellation  Energy's  power  marketing  and  trading
company.  Also,  if  Constellation  Energy  enters  into  a  change  of  control
transaction, Constellation Energy may terminate the Agreement, in which case the
existing power  marketing and trading  agreement  termination  provisions  would
apply.

The  closing of the  transaction  is subject to  customary  closing  conditions,
including  regulatory  approvals and the receipt of a Private Letter Ruling from
the Internal Revenue Service regarding certain tax matters. It is a condition to
the closing  that,  between  the date of signing and the date of closing,  there
shall not have been any material adverse effect on the merchant energy business.
In addition,  the Agreement may be terminated by Constellation Energy or Goldman
Sachs if the closing of the transaction has not occurred by December 31, 2001.

Additional  information about the proposed  transaction is included in the press
release attached hereto as an exhibit.

We  make  statements  in this  Form  8-K  that  are  considered  forward-looking
statements within the meaning of the Securities Exchange Act of 1934.  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
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: ability to obtain all regulatory  approvals necessary to
allow Goldman Sachs to invest in our merchant  energy  business and complete the
separation of our merchant energy  business from our retail  services  business;
satisfaction of all conditions  precedent to the transaction with Goldman Sachs;
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;  implications of the Order
issued by the Maryland PSC regarding



                                        3
<PAGE>

implementation of customer choice including any appeals of the order;  commodity
price risk;  operating our generation assets in a deregulated market without the
benefit of a fuel rate  adjustment  clause;  loss of revenues  due to  customers
choosing  alternative  suppliers;  higher volatility of earnings and cash flows;
increased financial requirements of our nonregulated subsidiaries;  inability to
recover all costs associated with providing  electric retail  customers  service
during the electric rate freeze period;  and  implications  from the transfer of
BGE's generation assets and related liabilities to nonregulated  subsidiaries of
Constellation  Energy,  including  the  outcome  of any  appeal of the PSC order
regarding the transfer.  Given these  uncertainties,  you should not place undue
reliance on these  forward-looking  statements.  Please see our periodic reports
filed with the Securities and Exchange  Commission for more information on these
factors.   These   forward-looking   statements   represent  our  estimates  and
assumptions  only as of the date of this Form 8-K,  and we  undertake no duty to
update any  forward-looking  statements  to reflect new  information,  events or
circumstances  after the date of this Form 8-K or to reflect the  occurrence  of
unanticipated events.



ITEM 7.  Financial Statements and Exhibits
------------------------------------------


     (c)  Exhibit No. 99.1      Press Release of  Constellation  Energy  Group,
                                Inc. issued on October 23, 2000.

          Exhibit No. 99.2      Analyst information.






                                        4
<PAGE>





                                   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:          October 23, 2000                 /s/ Christian H. Poindexter
               ------------------        -------------------------------------
                                                Christian H. Poindexter,
                                           President and Chief Executive Officer
                                                      on behalf of
                                              Constellation Energy Group, Inc.




Date:          October 23, 2000                   /s/ Frank O. Heintz
               ------------------        -------------------------------------
                                                    Frank O. Heintz,
                                           President and Chief Executive Officer
                                                     on behalf of
                                             Baltimore Gas and Electric Company


                                        5
<PAGE>
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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): October 20, 2000

    Commission File        Exact name of registrant            IRS Employer
         Number           as 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)

                 250 W. Pratt 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
---------------------

On October 23, 2000,  Constellation Energy Group, Inc. ("Constellation Energy" )
announced:  (1) a plan to separate its merchant  energy business (which includes
wholesale  generation and power  marketing)  from its retail  services  business
(which  includes  Baltimore Gas and Electric  Company),  (2) that it had entered
into an agreement with an affiliate of The Goldman Sachs Group, Inc.,  ("Goldman
Sachs") under which Goldman Sachs will invest in Constellation Energy's merchant
energy business,  and (3) that Constellation Energy will reduce its common stock
dividend  effective April,  2001. Further  information  regarding  Constellation
Energy's business separation plan and the reduction in its common stock dividend
is set forth in the press release attached hereto as an exhibit.

Pursuant to an  agreement  signed  October 22, 2000 (the  "Agreement"),  Goldman
Sachs will acquire up to a 17.5%  interest in  Constellation  Energy's  merchant
energy  business,  which will be  consolidated  under a single  holding  company
("Holdco").  Goldman  Sachs will also acquire  warrants to purchase up to 13% of
Holdco's  common stock  (subject to certain  adjustments),  exercisable 6 months
after  Holdco's  common stock  becomes  publicly  available,  for $60 per share.
Goldman  Sachs is  acquiring  its interest and the warrants in exchange for $250
million in cash (subject to adjustment in certain  instances) and certain assets
related to the power marketing and trading  business.  At closing,  the existing
services  agreement  with  Constellation  Energy's  power  marketing and trading
company will  terminate.  Goldman Sachs'  interest is subject to dilution to the
extent that Constellation  Energy makes additional capital  contributions to the
merchant energy business.

As part of the  Agreement,  Goldman  Sachs has agreed to refrain from  competing
with Constellation  Energy in electric power generating and marketing businesses
in North  America until October 31, 2003,  with certain  exclusions  for certain
electric  trading  activities,  the  ownership and operation of gas and electric
transmission and distribution  businesses,  and merchant banking activities.  In
connection with this restriction, each party must offer the other an opportunity
to  participate  in the electric  generating  business in Europe if the offering
party  intends to seek third party  investors in such a business.  Goldman Sachs
has also agreed not to acquire any securities of, or to attempt to influence the
control  of,  Constellation  Energy or Holdco in any  manner  prohibited  by the
Agreement  and the other  documents  executed in  connection  with it, until the
earlier of five years after closing or one year after Goldman Sachs' interest in
Holdco (excluding any shares it may acquire upon exercise of the warrants) falls
below 8.75%.

Constellation  Energy  also has  agreed to  participate  in the  electric  power
generating and marketing business in North America only through Holdco until the
earlier of October 31, 2003 or the date the separation of  Constellation  Energy
is completed.

The Agreement  entitles  Goldman  Sachs to have two directors on Holdco's  board
(which shall consist of twelve total directorships), and obligates Goldman Sachs
to vote its shares in favor of all Board  nominees for  director.  Goldman Sachs
may not sell its  interest  without the prior  consent of  Constellation  Energy
prior to the later of December 31, 2002 or 6 months after the

                                        2
separation.  Following such date,  Goldman Sachs may generally transfer Holdco's
securities,  subject to certain restrictions,  including that no person or group
acquires more than 5% of such securities.

If the  separation  has not  occurred by October  22,  2002 or if  Constellation
Energy  proposes to enter into a transaction  prior to that date whereby control
over Constellation  Energy would change, then Goldman Sachs has the right to put
its interests in Holdco (and the warrants) to  Constellation  Energy for a total
consideration of 7 million shares of Constellation  Energy common stock and $500
million  in  cash.  Constellation  Energy  has  the  option  to  pay  all of the
consideration  in cash (including the 7 million  shares).  Constellation  Energy
also has the right to repurchase  Goldman Sachs' interest and the warrant on the
same terms as Goldman Sachs' put right if, during the period that Goldman Sachs'
put right is exerciseable,  Constellation Energy proposes to enter into a change
of control transaction.

Between  the  signing  of the  Agreement  and the  closing  of the  transaction,
Constellation Energy is precluded from soliciting offers for its merchant energy
businesses.  However,  should  an  unsolicited  offer for  these  businesses  be
received  by  Constellation  Energy,  Constellation  Energy  may  terminate  the
Agreement upon payment of a fee intended to compensate Goldman Sachs for amounts
to which Goldman Sachs is or would become  entitled under the existing  services
agreement  it has  with  Constellation  Energy's  power  marketing  and  trading
company.  Also,  if  Constellation  Energy  enters  into  a  change  of  control
transaction, Constellation Energy may terminate the Agreement, in which case the
existing power  marketing and trading  agreement  termination  provisions  would
apply.

The  closing of the  transaction  is subject to  customary  closing  conditions,
including  regulatory  approvals and the receipt of a Private Letter Ruling from
the Internal Revenue Service regarding certain tax matters. It is a condition to
the closing  that,  between  the date of signing and the date of closing,  there
shall not have been any material adverse effect on the merchant energy business.
In addition,  the Agreement may be terminated by Constellation Energy or Goldman
Sachs if the closing of the transaction has not occurred by December 31, 2001.

Additional  information about the proposed  transaction is included in the press
release attached hereto as an exhibit.

We  make  statements  in this  Form  8-K  that  are  considered  forward-looking
statements within the meaning of the Securities Exchange Act of 1934.  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
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: ability to obtain all regulatory  approvals necessary to
allow Goldman Sachs to invest in our merchant  energy  business and complete the
separation of our merchant energy  business from our retail  services  business;
satisfaction of all conditions  precedent to the transaction with Goldman Sachs;
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;  implications of the Order
issued by the Maryland PSC regarding

                                        3
implementation of customer choice including any appeals of the order;  commodity
price risk;  operating our generation assets in a deregulated market without the
benefit of a fuel rate  adjustment  clause;  loss of revenues  due to  customers
choosing  alternative  suppliers;  higher volatility of earnings and cash flows;
increased financial requirements of our nonregulated subsidiaries;  inability to
recover all costs associated with providing  electric retail  customers  service
during the electric rate freeze period;  and  implications  from the transfer of
BGE's generation assets and related liabilities to nonregulated  subsidiaries of
Constellation  Energy,  including  the  outcome  of any  appeal of the PSC order
regarding the transfer.  Given these  uncertainties,  you should not place undue
reliance on these  forward-looking  statements.  Please see our periodic reports
filed with the Securities and Exchange  Commission for more information on these
factors.   These   forward-looking   statements   represent  our  estimates  and
assumptions  only as of the date of this Form 8-K,  and we  undertake no duty to
update any  forward-looking  statements  to reflect new  information,  events or
circumstances  after the date of this Form 8-K or to reflect the  occurrence  of
unanticipated events.

ITEM 7.  Financial Statements and Exhibits
------------------------------------------

     (c)  Exhibit No. 99.1      Press Release of  Constellation  Energy  Group,
                                Inc. issued on October 23, 2000.

          Exhibit No. 99.2      Analyst information.

                                        4
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:          October 23, 2000                 /s/ Christian H. Poindexter
               ------------------        -------------------------------------
                                                Christian H. Poindexter,
                                           President and Chief Executive Officer
                                                      on behalf of
                                              Constellation Energy Group, Inc.

Date:          October 23, 2000                   /s/ Frank O. Heintz
               ------------------        -------------------------------------
                                                    Frank O. Heintz,
                                           President and Chief Executive Officer
                                                     on behalf of
                                             Baltimore Gas and Electric Company

                                        5