Registration No. 333-
=========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             -----------------------

                       Baltimore Gas and Electric Company
             (Exact Name of Registrant as Specified in its Charter)
   
               Maryland                               52-0280210
       (State of Incorporation)            (I.R.S. Employer Identification No.)
         39 W. Lexington Street
           Baltimore, Maryland                           21201
(Address of Principal Executive Offices)              (Zip Code)

                             -----------------------

                       Baltimore Gas and Electric Company
                        Manager Long-Term Incentive Plan
                            (Full Title of the Plan)
                             ----------------------

                                   D. A. Brune
                                 Vice President
                             39 W. Lexington Street
                            Baltimore, Maryland 21201
                     (Name and Address of Agent for Service)
                             -----------------------

                                  410-234-5511
          (Telephone Number, including Area Code, of Agent for Service)
                            ------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    Proposed       Proposed
Title of                             maximum        maximum        
securities         Amount           offering       aggregate         Amount of
to be              to be             price          offering        registration
registered        registered        per share        price              fee
 -------------------------------------------------------------------------------
Common Stock       1,000,000       $31 11/16*     $31,687,500         $9,348   
(without par         Shares                     
 value)                                
================================================================================
*       Inserted  solely for the purpose of calculating  the  registration  fee;
        computed on the basis of the average of the reported  high and low sales
        prices on the New York Stock Exchange-Composite  Transactions on January
        26,  1998,  as  reported  in THE WALL  STREET  JOURNAL  pursuant to Rule
        457(c).
================================================================================



<PAGE>


                                                         
                                     PART I

         The documents  containing the  information  specified in Part I will be
sent or given to each person  eligible to  participate  in the Baltimore Gas and
Electric Company Manager Long-Term Incentive Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933 (the "Securities  Act"). In accordance with the
instructions  to Part I of Form S-8, such  documents  will not be filed with the
Commission under Part I of this  Registration  Statement or any Prospectus filed
pursuant to Rule 424 under the Securities Act.




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this registration statement, and later information that
we file with the SEC will  automatically  update and supersede this information.
We  incorporate  by reference the documents  listed below and any future filings
made with the SEC under Sections  13(a),  13(c),  14, or 15(d) of the Securities
Exchange  Act of 1934  until  all of the  shares  under  the  Manager  Long-Term
Incentive Plan are awarded.

-    Annual Report on Form 10-K for the year ended December 31, 1996;

-    Quarterly  Reports on Form 10-Q for the quarters ended March 31, 1997, June
     30, 1997, and September 30, 1997;

-    Current Reports on Form 8-K dated February 26, 1997,  March 7, 1997,  April
     7, 1997, April 17, 1997, July 24, 1997,  October 30, 1997, and December 23,
     1997;

-    "Description  of  Common  Stock"  on pages 1 and 2 of BGE's  Form 8-A dated
     April 19, 1974, as amended by a Form 8 dated January 25, 1990.


Item 5.  Experts

          Coopers  &  Lybrand,  L.L.P., independent  accountants,  audited   our
consolidated  balance  sheets  as  of  December  31,  1996  and  1995,  and  our
consolidated statements of income, retained earnings, and cash flows for each of
the three years in the period ended December 31, 1996, which are incorporated by
reference in this  registration  statement.  These documents are incorporated by
reference  herein in reliance upon the authority of Coopers & Lybrand as experts
in accounting and auditing in giving the report.

                                      II-1

<PAGE>


Item 6.  Indemnification of Directors and Officers.

         The following  description  of  indemnification  allowed under Maryland
statutory law is a summary rather than a complete description. Reference is made
to Section 2-418 of the Corporations  and  Associations  Article of the Maryland
Annotated  Code,  which is incorporated  herein by reference,  and the following
summary is qualified in its entirety by such reference.

         By a  Maryland  statute,  a  Maryland  corporation  may  indemnify  any
director  who  was or is a party  or is  threatened  to be  made a party  to any
threatened,  pending,  or completed action,  suit or proceeding,  whether civil,
criminal,  administrative or investigative  ("Proceeding") by reason of the fact
that he is a present or former  director of the  corporation and any person who,
while a director  of the  corporation,  is or was  serving at the request of the
corporation as a director,  officer,  partner,  trustee,  employee,  or agent of
another corporation,  partnership,  joint venture,  trust, other enterprise,  or
employee  benefit  plan  ("Director").   Such  indemnification  may  be  against
judgments,  penalties,  fines,  settlements  and  reasonable  expenses  actually
incurred by him in connection  with the Proceeding  unless it is proven that (a)
the act or  omission  of the  Director  was  material  to the  cause  of  action
adjudicated in the  Proceeding  and (i) was committed in bad faith,  or (ii) was
the result of active and  deliberate  dishonesty;  or (b) the Director  actually
received an improper personal benefit in money, property, or services; or (c) in
the case of any criminal action or proceeding, the Director had reasonable cause
to believe his act or omission was unlawful.  However,  the  corporation may not
indemnify any Director in connection with a Proceeding by or in the right of the
corporation if the Director has been adjudged to be liable to the corporation. A
Director or officer  who has been  successful  in the defense of any  Proceeding
described above shall be indemnified  against  reasonable  expenses  incurred in
connection with the Proceeding.  The corporation may not indemnify a Director in
respect of any Proceeding charging improper personal benefits to the Director in
which the Director was adjudged to be liable on the basis that personal  benefit
was improperly received.

         Notwithstanding   the  above   provisions,   a  court  of   appropriate
jurisdiction,   upon   application   of  the   Director  or  officer  may  order
indemnification if it determines that in view of all the relevant circumstances,
the Director or officer is fairly and  reasonably  entitled to  indemnification;
however,  indemnification  with respect to any  Proceeding by or in the right of
the  corporation  or in which  liability was adjudged on the basis that personal
benefit was improperly received shall be limited to expenses.  A corporation may
advance reasonable expenses to a Director under certain circumstances, including
a written undertaking by or on behalf of such Director to repay the amount if it
shall  ultimately  be  determined  that the  standard of conduct  necessary  for
indemnification by the corporation has not been met.

         A corporation  may indemnify and advance  expenses to an officer of the
corporation  to the  same  extent  that it may  indemnify  Directors  under  the
statute.

                                      II-2

<PAGE>

         The  indemnification and advancement of expenses provided or authorized
by  this  statute  may  not  be  deemed  exclusive  of  any  other  rights,   by
indemnification  or  otherwise,  to which a Director  or officer may be entitled
under the charter,  by-laws,  a resolution  of  shareholders  or  directors,  an
agreement or otherwise.

         A  corporation  may purchase  and  maintain  insurance on behalf of any
person who is or was a Director or officer, whether or not the corporation would
have the power to indemnify a Director or officer  against  liability  under the
provision of this section of Maryland law.  Further,  a corporation  may provide
similar protection, including a trust fund, letter of credit or surety bond, not
inconsistent with the statute.

         Article V of the Company's Charter reads as follows:

                  "A  director  or  officer  of  the  corporation  shall  not be
         personally  liable to the corporation or its  stockholders for monetary
         damages  except  (i) to the  extent  that it is proved  that the person
         actually received an improper benefit or profit in money,  property, or
         services for the amount of the benefit or profit in money,  property or
         services  actually  received  or (ii) to the extent  that a judgment or
         other  final  adjudication  adverse  to  the  person  is  entered  in a
         proceeding  based on a  finding  in the  proceeding  that the  person's
         action  or  failure  to act was the  result of  active  and  deliberate
         dishonesty  and was material to the cause of action  adjudicated in the
         proceeding.  It is the intent of this  Article  that the  liability  of
         directors and officers shall be limited to the fullest extent permitted
         by the Maryland General Corporation Law, as amended from time to time.

         Any  repeal  or  modification   of  the  foregoing   paragraph  by  the
         stockholders of the corporation shall not adversely affect any right or
         protection of a director or officer of the corporation  existing at the
         time of such repeal or modification."

         Article IV of the BGE's By-Laws reads as follows:

                  "Each  person  made or  threatened  to be  made a party  to an
         action, suit or proceeding, whether civil, criminal,  administrative or
         investigative,  by  reason  of the fact  that  such  person is or was a
         director or officer of the  Company,  or, at its  request,  is or was a
         director or officer of another corporation, shall be indemnified by the
         Company (to the extent  indemnification  is not  otherwise  provided by
         insurance)  against the  liabilities,  costs and expenses of every kind
         actually  and  reasonably  incurred by him as a result of such  action,
         suit or proceeding, or any threat thereof or any appeal thereon, but in
         each case only if and to the extent permissible under applicable common
         or statutory law, state or federal.  The foregoing  indemnity shall not
         be inclusive of other rights to which such person may be entitled."

                                      II-3

<PAGE>


         The Directors and officers of the  Registrant  are covered by insurance
indemnifying them against certain liabilities which might be incurred by them in
their  capacities  as such,  including  certain  liabilities  arising  under the
Securities  Act  of  1933.  The  premium  for  this  insurance  is  paid  by the
Registrant.

Item 8. Exhibits.

         Reference  is  made  to the  Exhibit  Index  filed  as a part  of  this
Registration Statement.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

        (1) To file,  during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

                (i)  To include any prospectus required by Section 10(a)(3) of
                the Securities Act of 1933;

                (ii) To reflect in the  prospectus  any facts or events  arising
                after the effective date of the  Registration  Statement (or the
                most   recent    post-effective    amendment   thereof)   which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement;

                (iii) To include any  material  information  with respect to the
                plan  of   distribution   not   previously   disclosed   in  the
                Registration   Statement   or  any   material   change  to  such
                information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
        not apply if the  Registration  Statement  is on Form S-3,  Form S-8, or
        Form  F-3,   and  the   information   required   to  be  included  in  a
        post-effective  amendment by those  paragraphs  is contained in periodic
        reports  filed  with  or  furnished  to  the   Securities  and  Exchange
        Commission by the Registrant  pursuant to Section 13 or Section 15(d) of
        the Securities  Exchange Act of 1934 that are  incorporated by reference
        in the Registration Statement.

        (2)  That,  for the  purpose  of  determining  any  liability  under the
        Securities  Act of 1933,  each such  post-effective  amendment  shall be
        deemed to be a new  Registration  Statement  relating to the  securities
        offered therein,  and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

        (3) To remove from  registration by means of a post-effective  amendment
        any of the  securities  being  registered  which  remain  unsold  at the
        termination of the offering.

        (4)  If  the  registrant  is  a  foreign  private  issuer,   to  file  a
        post-effective  amendment to the  Registration  Statement to include any

                                      II-4

<PAGE>


        financial  statements  required by Regulation  3-19 of Regulation S-X at
        the start of any delayed offering or throughout a continuous offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to Directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act of 1933,  Baltimore
Gas and Electric  Company,  the  Registrant,  certifies  that it has  reasonable
grounds to believe that it meets all of the  requirements for filing on Form S-8
and has duly caused this  Registration  Statement  to be signed on its behalf by
the undersigned,  thereunto duly authorized, in the City of Baltimore,  State of
Maryland on the 28th day of January, 1998.

                                              BALTIMORE GAS AND ELECTRIC COMPANY
                                              (Registrant)


                                              By:      /s/ D. A. Brune
                                                  ----------------------------
                                                   D. A. Brune, Vice President

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

        Signature                       Title                       Date
       ------------                  ------------                  -------

Principal executive officer and director:

* C. H. Poindexter                  Chairman of the            January 28, 1998
                                    Board and Director

Principal financial and accounting officer:

  /s/ D. A. Brune                   Vice President             January 28, 1998
------------------
    D. A. Brune

Directors:
         * H. Furlong Baldwin
         * Beverly B. Byron
         * J. Owen Cole
         * Dan A. Colussy
         * Edward A. Crooke
         * James R. Curtiss                                   January 28, 1998
         * Freeman A. Hrabowski III
         * Nancy Lampton
         * George V. McGowan
         * George L. Russell, Jr.
         * Michael D. Sullivan

* By:            /s/ D. A. Brune
           -------------------------------
              D. A. Brune, Attorney-in-Fact

                                      II-6

<PAGE>


                                 EXHIBIT INDEX


Exhibit
Number
---------

4(a) *      - Charter of Baltimore  Gas and Electric  Company,  restated as of 
              August 16, 1996. (Designated  as Exhibit 3 in the Form 10-Q for
              the quarter ended September 30, 1996, dated November 14, 1996, 
              File No. 1-1910.)

4(b)        -  Baltimore Gas and Electric Company Manager Long-Term Incentive 
               Plan.

4(c) *      -  Form of Common Stock Certificate. (Designated as Exhibit 4 to 
               Form S-3 Registration Statement, Registration No. 33-57658.)  

5           -  Opinion of Company Counsel as to legality.

23          -  Consent of Coopers & Lybrand L.L.P., Independent Certified
               Public Accountants.

24          -  Power of Attorney.

99 *        -  Corporations  and  Associations  Article,  Section 2-418 of the
               Annotated Code of Maryland. (Designated  as Exhibit  28(b) to
               the Annual  Report on Form 10-K for the fiscal year ended
               December 31, 1987, File No. 1-1910.)


-------------------------------

* Incorporated by reference.


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "MANAGER LT INCENTIVE PLAN", "secsgml_size_bytes": 20673}]
{"company-data": {"conformed-name": "BALTIMORE GAS & ELECTRIC CO", "cik": "0000009466", "assigned-sic": "4931", "irs-number": "520280210", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45051", "film-number": "98515197"}, "business-address": {"street1": "39 W LEXINGTON ST", "street2": "CHARLES CTR", "city": "BALTIMORE", "state": "MD", "zip": "21201", "phone": "4107835920"}}
Registration No. 333-
=========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             -----------------------

                       Baltimore Gas and Electric Company
             (Exact Name of Registrant as Specified in its Charter)
   
               Maryland                               52-0280210
       (State of Incorporation)            (I.R.S. Employer Identification No.)
         39 W. Lexington Street
           Baltimore, Maryland                           21201
(Address of Principal Executive Offices)              (Zip Code)

                             -----------------------

                       Baltimore Gas and Electric Company
                        Manager Long-Term Incentive Plan
                            (Full Title of the Plan)
                             ----------------------

                                   D. A. Brune
                                 Vice President
                             39 W. Lexington Street
                            Baltimore, Maryland 21201
                     (Name and Address of Agent for Service)
                             -----------------------

                                  410-234-5511
          (Telephone Number, including Area Code, of Agent for Service)
                            ------------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    Proposed       Proposed
Title of                             maximum        maximum        
securities         Amount           offering       aggregate         Amount of
to be              to be             price          offering        registration
registered        registered        per share        price              fee
 -------------------------------------------------------------------------------
Common Stock       1,000,000       $31 11/16*     $31,687,500         $9,348   
(without par         Shares                     
 value)                                
================================================================================
*       Inserted  solely for the purpose of calculating  the  registration  fee;
        computed on the basis of the average of the reported  high and low sales
        prices on the New York Stock Exchange-Composite  Transactions on January
        26,  1998,  as  reported  in THE WALL  STREET  JOURNAL  pursuant to Rule
        457(c).
================================================================================
PART I

         The documents  containing the  information  specified in Part I will be
sent or given to each person  eligible to  participate  in the Baltimore Gas and
Electric Company Manager Long-Term Incentive Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933 (the "Securities  Act"). In accordance with the
instructions  to Part I of Form S-8, such  documents  will not be filed with the
Commission under Part I of this  Registration  Statement or any Prospectus filed
pursuant to Rule 424 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this registration statement, and later information that
we file with the SEC will  automatically  update and supersede this information.
We  incorporate  by reference the documents  listed below and any future filings
made with the SEC under Sections  13(a),  13(c),  14, or 15(d) of the Securities
Exchange  Act of 1934  until  all of the  shares  under  the  Manager  Long-Term
Incentive Plan are awarded.

-    Annual Report on Form 10-K for the year ended December 31, 1996;

-    Quarterly  Reports on Form 10-Q for the quarters ended March 31, 1997, June
     30, 1997, and September 30, 1997;

-    Current Reports on Form 8-K dated February 26, 1997,  March 7, 1997,  April
     7, 1997, April 17, 1997, July 24, 1997,  October 30, 1997, and December 23,
     1997;

-    "Description  of  Common  Stock"  on pages 1 and 2 of BGE's  Form 8-A dated
     April 19, 1974, as amended by a Form 8 dated January 25, 1990.

Item 5.  Experts

          Coopers  &  Lybrand,  L.L.P., independent  accountants,  audited   our
consolidated  balance  sheets  as  of  December  31,  1996  and  1995,  and  our
consolidated statements of income, retained earnings, and cash flows for each of
the three years in the period ended December 31, 1996, which are incorporated by
reference in this  registration  statement.  These documents are incorporated by
reference  herein in reliance upon the authority of Coopers & Lybrand as experts
in accounting and auditing in giving the report.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         The following  description  of  indemnification  allowed under Maryland
statutory law is a summary rather than a complete description. Reference is made
to Section 2-418 of the Corporations  and  Associations  Article of the Maryland
Annotated  Code,  which is incorporated  herein by reference,  and the following
summary is qualified in its entirety by such reference.

         By a  Maryland  statute,  a  Maryland  corporation  may  indemnify  any
director  who  was or is a party  or is  threatened  to be  made a party  to any
threatened,  pending,  or completed action,  suit or proceeding,  whether civil,
criminal,  administrative or investigative  ("Proceeding") by reason of the fact
that he is a present or former  director of the  corporation and any person who,
while a director  of the  corporation,  is or was  serving at the request of the
corporation as a director,  officer,  partner,  trustee,  employee,  or agent of
another corporation,  partnership,  joint venture,  trust, other enterprise,  or
employee  benefit  plan  ("Director").   Such  indemnification  may  be  against
judgments,  penalties,  fines,  settlements  and  reasonable  expenses  actually
incurred by him in connection  with the Proceeding  unless it is proven that (a)
the act or  omission  of the  Director  was  material  to the  cause  of  action
adjudicated in the  Proceeding  and (i) was committed in bad faith,  or (ii) was
the result of active and  deliberate  dishonesty;  or (b) the Director  actually
received an improper personal benefit in money, property, or services; or (c) in
the case of any criminal action or proceeding, the Director had reasonable cause
to believe his act or omission was unlawful.  However,  the  corporation may not
indemnify any Director in connection with a Proceeding by or in the right of the
corporation if the Director has been adjudged to be liable to the corporation. A
Director or officer  who has been  successful  in the defense of any  Proceeding
described above shall be indemnified  against  reasonable  expenses  incurred in
connection with the Proceeding.  The corporation may not indemnify a Director in
respect of any Proceeding charging improper personal benefits to the Director in
which the Director was adjudged to be liable on the basis that personal  benefit
was improperly received.

         Notwithstanding   the  above   provisions,   a  court  of   appropriate
jurisdiction,   upon   application   of  the   Director  or  officer  may  order
indemnification if it determines that in view of all the relevant circumstances,
the Director or officer is fairly and  reasonably  entitled to  indemnification;
however,  indemnification  with respect to any  Proceeding by or in the right of
the  corporation  or in which  liability was adjudged on the basis that personal
benefit was improperly received shall be limited to expenses.  A corporation may
advance reasonable expenses to a Director under certain circumstances, including
a written undertaking by or on behalf of such Director to repay the amount if it
shall  ultimately  be  determined  that the  standard of conduct  necessary  for
indemnification by the corporation has not been met.

         A corporation  may indemnify and advance  expenses to an officer of the
corporation  to the  same  extent  that it may  indemnify  Directors  under  the
statute.

                                      II-2
The  indemnification and advancement of expenses provided or authorized
by  this  statute  may  not  be  deemed  exclusive  of  any  other  rights,   by
indemnification  or  otherwise,  to which a Director  or officer may be entitled
under the charter,  by-laws,  a resolution  of  shareholders  or  directors,  an
agreement or otherwise.

         A  corporation  may purchase  and  maintain  insurance on behalf of any
person who is or was a Director or officer, whether or not the corporation would
have the power to indemnify a Director or officer  against  liability  under the
provision of this section of Maryland law.  Further,  a corporation  may provide
similar protection, including a trust fund, letter of credit or surety bond, not
inconsistent with the statute.

         Article V of the Company's Charter reads as follows:

                  "A  director  or  officer  of  the  corporation  shall  not be
         personally  liable to the corporation or its  stockholders for monetary
         damages  except  (i) to the  extent  that it is proved  that the person
         actually received an improper benefit or profit in money,  property, or
         services for the amount of the benefit or profit in money,  property or
         services  actually  received  or (ii) to the extent  that a judgment or
         other  final  adjudication  adverse  to  the  person  is  entered  in a
         proceeding  based on a  finding  in the  proceeding  that the  person's
         action  or  failure  to act was the  result of  active  and  deliberate
         dishonesty  and was material to the cause of action  adjudicated in the
         proceeding.  It is the intent of this  Article  that the  liability  of
         directors and officers shall be limited to the fullest extent permitted
         by the Maryland General Corporation Law, as amended from time to time.

         Any  repeal  or  modification   of  the  foregoing   paragraph  by  the
         stockholders of the corporation shall not adversely affect any right or
         protection of a director or officer of the corporation  existing at the
         time of such repeal or modification."

         Article IV of the BGE's By-Laws reads as follows:

                  "Each  person  made or  threatened  to be  made a party  to an
         action, suit or proceeding, whether civil, criminal,  administrative or
         investigative,  by  reason  of the fact  that  such  person is or was a
         director or officer of the  Company,  or, at its  request,  is or was a
         director or officer of another corporation, shall be indemnified by the
         Company (to the extent  indemnification  is not  otherwise  provided by
         insurance)  against the  liabilities,  costs and expenses of every kind
         actually  and  reasonably  incurred by him as a result of such  action,
         suit or proceeding, or any threat thereof or any appeal thereon, but in
         each case only if and to the extent permissible under applicable common
         or statutory law, state or federal.  The foregoing  indemnity shall not
         be inclusive of other rights to which such person may be entitled."

                                      II-3
The Directors and officers of the  Registrant  are covered by insurance
indemnifying them against certain liabilities which might be incurred by them in
their  capacities  as such,  including  certain  liabilities  arising  under the
Securities  Act  of  1933.  The  premium  for  this  insurance  is  paid  by the
Registrant.

Item 8. Exhibits.

         Reference  is  made  to the  Exhibit  Index  filed  as a part  of  this
Registration Statement.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

        (1) To file,  during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

                (i)  To include any prospectus required by Section 10(a)(3) of
                the Securities Act of 1933;

                (ii) To reflect in the  prospectus  any facts or events  arising
                after the effective date of the  Registration  Statement (or the
                most   recent    post-effective    amendment   thereof)   which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the Registration Statement;

                (iii) To include any  material  information  with respect to the
                plan  of   distribution   not   previously   disclosed   in  the
                Registration   Statement   or  any   material   change  to  such
                information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
        not apply if the  Registration  Statement  is on Form S-3,  Form S-8, or
        Form  F-3,   and  the   information   required   to  be  included  in  a
        post-effective  amendment by those  paragraphs  is contained in periodic
        reports  filed  with  or  furnished  to  the   Securities  and  Exchange
        Commission by the Registrant  pursuant to Section 13 or Section 15(d) of
        the Securities  Exchange Act of 1934 that are  incorporated by reference
        in the Registration Statement.

        (2)  That,  for the  purpose  of  determining  any  liability  under the
        Securities  Act of 1933,  each such  post-effective  amendment  shall be
        deemed to be a new  Registration  Statement  relating to the  securities
        offered therein,  and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

        (3) To remove from  registration by means of a post-effective  amendment
        any of the  securities  being  registered  which  remain  unsold  at the
        termination of the offering.

        (4)  If  the  registrant  is  a  foreign  private  issuer,   to  file  a
        post-effective  amendment to the  Registration  Statement to include any

                                      II-4
financial  statements  required by Regulation  3-19 of Regulation S-X at
        the start of any delayed offering or throughout a continuous offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to Directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
SIGNATURES

         Pursuant to the  requirements of the Securities Act of 1933,  Baltimore
Gas and Electric  Company,  the  Registrant,  certifies  that it has  reasonable
grounds to believe that it meets all of the  requirements for filing on Form S-8
and has duly caused this  Registration  Statement  to be signed on its behalf by
the undersigned,  thereunto duly authorized, in the City of Baltimore,  State of
Maryland on the 28th day of January, 1998.

                                              BALTIMORE GAS AND ELECTRIC COMPANY
                                              (Registrant)

                                              By:      /s/ D. A. Brune
                                                  ----------------------------
                                                   D. A. Brune, Vice President

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

        Signature                       Title                       Date
       ------------                  ------------                  -------

Principal executive officer and director:

* C. H. Poindexter                  Chairman of the            January 28, 1998
                                    Board and Director

Principal financial and accounting officer:

  /s/ D. A. Brune                   Vice President             January 28, 1998
------------------
    D. A. Brune

Directors:
         * H. Furlong Baldwin
         * Beverly B. Byron
         * J. Owen Cole
         * Dan A. Colussy
         * Edward A. Crooke
         * James R. Curtiss                                   January 28, 1998
         * Freeman A. Hrabowski III
         * Nancy Lampton
         * George V. McGowan
         * George L. Russell, Jr.
         * Michael D. Sullivan

* By:            /s/ D. A. Brune
           -------------------------------
              D. A. Brune, Attorney-in-Fact

                                      II-6
EXHIBIT INDEX

Exhibit
Number
---------

4(a) *      - Charter of Baltimore  Gas and Electric  Company,  restated as of 
              August 16, 1996. (Designated  as Exhibit 3 in the Form 10-Q for
              the quarter ended September 30, 1996, dated November 14, 1996, 
              File No. 1-1910.)

4(b)        -  Baltimore Gas and Electric Company Manager Long-Term Incentive 
               Plan.

4(c) *      -  Form of Common Stock Certificate. (Designated as Exhibit 4 to 
               Form S-3 Registration Statement, Registration No. 33-57658.)  

5           -  Opinion of Company Counsel as to legality.

23          -  Consent of Coopers & Lybrand L.L.P., Independent Certified
               Public Accountants.

24          -  Power of Attorney.

99 *        -  Corporations  and  Associations  Article,  Section 2-418 of the
               Annotated Code of Maryland. (Designated  as Exhibit  28(b) to
               the Annual  Report on Form 10-K for the fiscal year ended
               December 31, 1987, File No. 1-1910.)

-------------------------------

* Incorporated by reference.

                                      II-7