Registration No.  333-



                               FORM S-3



          (Exact Name of Registrant as Specified in its Charter)

                        (State of Incorporation)

                  (I.R.S. Employer Identification No.)

                  E. Follin Smith, Senior Vice President
              250 W. Pratt Street, Baltimore, Maryland 21201
                            (410) 783-3601
(Address, including Zip Code, and Telephone Number, including Area Code
   of Registrant's Principal Executive Offices and Agent for Service)

Approximate  date of  commencement  of proposed  sale to the  public:  After the
effective  date  of  this   Registration   Statement  as  determined  by  market

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]

Title of
each class        Amount       Proposed          Proposed          Amount of
of securities     to be        maximum offering  maximum aggregate registration
to be registered  registered   price per unit    offering price    fee**
Unsecured Debt   $2,300,000,000    100%*         $2,300,000,000    $211,600.00

*    Inserted solely for the purpose of calculating the registration fee.
**  $200,000,000  principal  amount  of  Medium-Term  Notes,  Series B are being
carried forward from Registration No. 333-36380 for which a registration fee was
previously paid.

     Pursuant to rule 429 under the  Securities Act of 1933,  this  Registration
Statement  also  serves  as  a  post-effective  amendment  of  the  Registrant's
Registration Statement on Form S-3 (Registration No. 333-36380)

     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.



$2,500,000,000                                  Constellation Energy Group, Inc.
UNSECURED Debt SECURITIES                       250 W. Pratt Street
                                                Baltimore, Maryland  21201
                                                (410) 234-5000

                            P R O S P E C T U S

This  prospectus is part of a registration  statement that we filed with the SEC
utilizing a "shelf" registration process. Under this shelf process, we may, from
time to time,  sell the debt  securities  described in this prospectus in one or
more offerings up to a total dollar amount of $2,500,000,000.

This prospectus  provides you with a general  description of the debt securities
we may offer.  Each time we sell debt  securities,  we will provide a prospectus
supplement  that  will  contain  specific  information  about  the terms of that
offering. The supplement may also add, update or change information contained in
this prospectus.

We urge you to carefully  read this  prospectus  and the  prospectus  supplement
which will describe the specific terms of the offering  together with additional
information  described  under the  heading  WHERE YOU CAN FIND MORE  INFORMATION
before         you         make         your         investment         decision

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

(Once the  registration  statement is effective,  the date of the prospectus
will be inserted here.)

                          Table of Contents


FORWARD LOOKING STATEMENTS.........................                         3

SUMMARY............................................                         4

USE OF PROCEEDS....................................                         4

RATIO OF EARNINGS TO FIXED CHARGES.................                         6

DESCRIPTION OF THE DEBT SECURITIES.................                         7

PLAN OF DISTRIBUTION...............................                        11

LEGAL MATTERS......................................                        12

EXPERTS............................................                        12

WHERE YOU CAN FIND MORE INFORMATION................                        12


                                     FORWARD-LOOKING STATEMENTS

     We make statements in this  prospectus 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:

     - the timing and extent of changes in commodity prices for energy including
     coal, natural gas, oil, and electricity;

     - the timing and extent of deregulation  of, and competition in, the energy
     markets  in North  America,  and the rules  and  regulations  adopted  on a
     transitional basis in those markets;

     - the conditions of the capital  markets  generally,  which are affected by
     interest rates and general  economic  conditions,  as well as Constellation
     Energy's ability to maintain its current debt rating;

     - the effectiveness of Constellation  Energy's risk management policies and
     procedures and the ability of our counterparties to satisfy their financial

     - the liquidity and competitiveness of wholesale trading markets for energy

     -  Operational   factors  affecting  the  start-up  or  ongoing  commercial
     operations of our  generating  facilities  and Baltimore Gas and Electric's
     transmission and distribution  facilities,  including  catastrophic weather
     related damages,  unscheduled outages or repairs,  unanticipated changes in
     fuel  costs  or  availability,  unavailability  of  gas  transportation  or
     electric  transmission  services,  workforce  issues,  terrorism  and other
     events beyond our control;

     - the  inability  of  Baltimore  Gas  Electric  to  recover  all its  costs
     associated  with providing  electric  retail  customers  service during the
     electric rate freeze period;

     - the effect of weather and general  economic  and business  conditions  on
     energy supply, demand and prices;

     - regulatory or legislative  developments that affect demand for energy, or
     increase costs,  including costs related to nuclear power plants, safety or
     environmental compliance;

     - cost and other effect of legal and  administrative  proceedings  that may
     not be covered by insurance,  including  environmental  liabilities  or the
     outcome  of  pending   appeals   regarding  the  Maryland   Public  Service
     Commission's orders on electric  deregulation and the transfer of Baltimore
     Gas and Electric's generation assets to affiliates; and

     - operation of our  generation  assets in a deregulated  market without the
     benefit of a fuel rate adjustment clause;

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 prospectus.


Constellation  Energy Group,  Inc., or  Constellation  Energy,  is a diversified
North  American  energy  company.  Constellation  Energy  conducts  its business
through various  subsidiaries  that primarily include a merchant energy business
and Baltimore Gas and Electric Company , or BGE. Our merchant energy business is
focused mostly on power marketing and merchant generation in North America.  BGE
is an  electric  and gas  public  utility  distribution  company  with a service
territory  that covers the City of Baltimore  and all or part of ten counties in
Central Maryland. Effective July 1, 2000, electric generation was deregulated in
Maryland.  Also, on July 1, 2000, BGE transferred  all of its generation  assets
and related liabilities at book value to our merchant energy business.

   As a result of these changes, our merchant energy business includes:
     - wholesale power marketing,  structured transactions,  and risk management

     - domestic power projects,

     - fossil and hydroelectric generating assets,

     - nuclear generating assets, and

     - nuclear consulting services.

     Also,  effective  July 1,  2000,  the  financial  results  of the  electric
generation portion of our business are included in the merchant energy business.
Prior to that date, the financial  results of electric  generation were included
in BGE's regulated electric business.


Based on our current  plans and  estimates the net proceeds from the sale of the
debt  securities  will be used for general  corporate  purposes  relating to our
nonregulated businesses, including repayment of commercial paper borrowings used
to finance  capital  expenditures  and  operations and to refinance our existing
short-term  obligations which totaled $955 million at December 31, 2001. We may,
however,  use the net proceeds for other  purposes if we find it  necessary,  in
which case,  we will  include  information  with  respect to the proceeds in the
applicable prospectus supplement. If we do not use the net proceeds immediately,
we temporarily invest them in short-term, interest-bearing obligations.

For current  information on our commercial  paper balances and average  interest
rate,  see our most  recent  Form  10-K and  10-Q.  See  Where You Can Find More

                         RATIO OF EARNINGS TO FIXED CHARGES

The Ratio of Earnings to Fixed  Charges for each of the periods  indicated is as

Nine Months Ended           Twelve Months Ended
September 30                     December 31,
---------          -------------------------------------------------------------
2001              2000         1999       1998         1997           1996
3.45              2.78         2.87       2.60         2.35           2.44

For current  information on the Ratio of Earnings to Fixed  Charges,  please see
our most recent Form 10-K and 10-Q. See Where You Can Find More Information.




We will issue the debt securities under an indenture between us and the trustee,
The Bank of New  York,  dated as of March  24,  1999.  This  prospectus  briefly
outlines some of the indenture  provisions.  The indenture is a contract between
us and The Bank of New York acting as  trustee.  The trustee has two main roles.
First,  the trustee can enforce your rights  against us if an "Event of Default"
described below occurs.  Second,  the trustee  performs  certain  administrative

The indenture is summarized below.  Because it is a summary, it does not contain
all of the information that may be important to you. We have filed the indenture
and its  supplements  with the SEC,  and we suggest that you read those parts of
the  indenture  that  are  important  to you.  You  especially  need to read the
indenture  to get a complete  understanding  of your rights and our  obligations
under the  provisions  described in Event of Default;  Consolidation,  Merger or
Sale; and Modification of Indenture.  See Where You Can Find More Information to
find out how to locate the  indenture and the  supplements.  You may also review
the indenture at the trustee's offices at 5 Penn Plaza, New York, New York.

The  specific  terms of each debt  security  offering  will be  described in the
prospectus supplement relating to that offering.  The prospectus supplement will
modify the general terms found in this  prospectus to the extent  different from
those terms and will be filed with the SEC.  For a complete  description  of the
terms of a  particular  offering of debt  securities,  you should read both this
prospectus and the prospectus supplement relating to that particular offering.

The indenture does not limit the amount of debt  securities  that may be issued.
Each  series of debt  securities  may  differ  as to their  terms.  For  current
information on our debt  outstanding see our most recent Form 10-K and 10-Q. See
Where You Can Find More Information.

The debt  securities  are unsecured and will rank equally with all our unsecured
indebtedness.  The debt  securities  will be denominated in U.S.  dollars and we
will pay  principal  and interest in U.S.  dollars.  The  applicable  prospectus
supplement  will  describe  whether the debt  securities  will be subject to any
conversion amortization,  or sinking or similar fund. It is anticipated that the
debt securities  will be  "book-entry,"  represented by a permanent  global debt
security registered in the name of The Depository Trust Company, or its nominee.
However,  we reserve the right to issue debt  securities  in  certificated  form
registered in the name of the debt security holders.

In the discussion that follows,  whenever we talk about paying  principal on the
debt  securities,  we mean at  maturity,  redemption  or  repurchase.  Also,  in
discussing  the  time for  notices  and how the  different  interest  rates  are
calculated, all times are New York City time, unless otherwise noted.

The  following  terms may or may not apply to each series of debt  securities as
specified in the applicable  prospectus  supplement and the note. The applicable
prospectus supplement will describe the terms for the debt securities including:
maturity  date,  interest  rate or rates (or the method to calculate  such rate)
remarketing provisions,  our right to redeem debt securities, the holders' right
to tender debt securities, and any other provisions.


We may have the right to redeem or otherwise  repurchase  debt securities at our
option.  Debt  securities may be redeemable in whole or in part in increments of
$1,000  upon no more than 60, and not less than 30 days prior  notice.  If we do
not redeem all the debt  securities  of a series at one time,  the Trustee  will
select the debt securities to be redeemed in a manner it determines to be fair.


The debt security  holder may have the right to cause us to repurchase  the debt
securities.  We will  repurchase  the  debt  securities  in  whole or in part in
increments of $1,000.  The method for  repurchases  differs for  book-entry  and
certificate debt securities, and is discussed later in this section, Description
of the Debt Securities.

Remarketed Debt Securities

We may issue debt  securities with  remarketing  features that allow holders the
option to sell their debt securities back to us. In turn, we may have the option
to retire these debt securities or remarket and sell them to new holders.

Book-Entry Debt Securities - Registration, Transfer, and Payment of Interest and

Book-entry  debt  securities  of a series will be issued in the form of a global
security that will be deposited with The Depository Trust Company, New York, New
York ("DTC"). This means that we will not issue certificates to each holder. One
global security will be issued to DTC who will keep a computerized record of its
participants  (for example,  your broker) whose clients have  purchased the debt
securities. The participant will then keep a record of its clients who purchased
the  debt  securities.  Unless  it  is  exchanged  in  whole  or in  part  for a
certificated  debt security,  a global security may not be  transferred,  except
that DTC, its nominees, and their successors may transfer a global security as a
whole to one another.

Beneficial  interests in global  securities  will be shown on, and  transfers of
global securities will be made only through,  records  maintained by DTC and its

DTC has provided us the following  information:  DTC is a limited-purpose  trust
company  organized  under the New York  Banking  Law, a  "banking  organization"
within the meaning of the New York  Banking  Law, a member of the United  States
Federal Reserve System, a "clearing  corporation"  within the meaning of the New
York  Uniform  Commercial  Code and a  "clearing  agency"  registered  under the
provisions  of Section 17A of the  Securities  Exchange  Act of 1934.  DTC holds
securities that its participants ("Direct  Participants")  deposit with DTC. DTC
also  records  the   settlement   among  Direct   Participants   of   securities
transactions,  such as transfers and pledges,  in deposited  securities  through
computerized records for Direct Participant's accounts. This eliminates the need
to exchange  certificates.  Direct  Participants  include securities brokers and
dealers,  banks,  trust  companies,  clearing  corporations  and  certain  other

DTC's book-entry system is also used by other  organizations  such as securities
brokers  and  dealers,  banks and  trust  companies  that work  through a Direct
Participant.  The rules that apply to DTC and its  participants are on file with
the SEC.

DTC is owned by a number of its  Direct  Participants  and by the New York Stock
Exchange,  Inc., The American Stock Exchange,  Inc. and the National Association
of Securities Dealers, Inc.

When applicable,  we will wire principal and interest payments to DTC's nominee.
We and  the  trustee  will  treat  DTC's  nominee  as the  owner  of the  global
securities for all purposes.  Accordingly,  we, the trustee and any paying agent
will have no direct responsibility or liability to pay amounts due on the global
securities to owners of beneficial interests in the global securities.

It is DTC's  current  practice,  upon  receipt of any  payment of  principal  or
interest, to credit Direct Participants'  accounts on the payment date according
to their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition,  it is DTC's current practice to assign any
consenting or voting rights to Direct  Participants  whose accounts are credited
with debt  securities on a record date, by using an omnibus  proxy.  Payments by
participants  to owners of beneficial  interests in the global  securities,  and
voting by participants,  will be governed by the customary practices between the
participants  and  owners  of  beneficial  interests,  as is the case  with debt
securities  held for the  account of  customers  registered  in  "street  name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or us.

Debt  securities  represented  by a global  security  will be  exchangeable  for
certificated securities with the same terms in authorized denominations only if:

     - DTC notifies us that it is unwilling or unable to continue as  depositary
or if DTC ceases to be a clearing agency  registered  under applicable law and a
successor depositary is not appointed by us within 90 days; or

     - We determine not to require all of the debt  securities of a series to be
represented by a global debt security and notify the trustee of our decision.

Book-Entry Debt Securities - Method of Repurchase

     If the debt securities are subject to a repurchase option, unless otherwise
provided in the applicable prospectus supplement, participants, on behalf of the
owners of beneficial  interests in the global debt securities,  may exercise the
repurchase option by delivering  written notice to our paying agent at least 30,
but no more than 60, days prior to the date of repurchase. The paying agent, The
Bank of New York,  must  receive  notice by 5:00 p.m. on the last day for giving
notice.  Procedures  for the  owners of  beneficial  interests  in  global  debt
securities  to notify  their  participants  of their  desire to have  their debt
security  repurchased  will  be  governed  by  the  customary  practices  of the
participant.  The written  notice to the paying  agent must state the  principal
amount to be repurchased.  It is irrevocable,  and a duly authorized  officer of
the participant (with signatures guaranteed) must sign it.

Certificated Debt Securities - Registration,  Transfer,  and Payment of Interest
and Principal

If we issue certificated securities,  they will be registered in the name of the
debt security  holder.  These debt  securities  may be transferred or exchanged,
pursuant to administrative  procedures in the indenture,  without the payment of
any  service  charge  (other  than  any tax or  other  governmental  charge)  by
contacting the paying agent.

Holders of over $5 million in principal  amount of certificated  debt securities
can  request  that  payment  of  principal  and  interest  be  wired  to them by
contacting the paying agent at the address set forth above at least one business
day prior to the payment date. Otherwise, payments will be made by check.

Certificated Securities - Method of Repurchase

Debt security holders  desiring to exercise their repurchase  option must notify
the paying  agent at least 30 but not more than 45 days  prior to the  repayment
date by providing the bank:

     - the  certificated  debt security,  with the section  entitled  "Option to
Elect Repayment" on the reverse of the debt security completed; or

     - a fax or  letter  (first  class,  postage  prepaid)  from a  member  of a
national securities exchange, the National Association of Securities Dealers, or
a bank or trust company in the United States which states the following:

     - the name of the holder;

     -  the  principal  amount  of  the  debt  security  and  the  amount  to be

     - the certificate  number or the maturity and a description of the terms of
     the security;

     - a statement that you wish to sell all or a portion of your note; and

     - A guaranty that the debt security  with the section  entitled  "Option to
Elect Repayment" on the reverse of the debt security completed, will be received
by the paying agent within 5 business days.

The debt  security  and form must be  received  by the paying  agent by such 5th
business day. Your notice of repurchase is irrevocable.

If you sell a portion of a debt security, the old debt security will be canceled
and a new debt securityfor the remaining principal amount will be issued to you.

Interest Rate

The  interest  rate on the debt  securities  will either be fixed or floating as
indicated in the prospectus supplement.  The interest paid will include interest
accrued to, but  excluding,  the date of  maturity,  redemption  or  repurchase.
Interest is generally  payable to the person in whose name the debt  security is
registered  at the close of business  on the record  date  before each  interest
payment date. Interest payable at maturity, redemption, or repurchase,  however,
will be payable to the person to whom principal is payable.

The interest  payment on any debt security  originally  issued  between a record
date and interest  payment  date or on an interest  payment date will be made on
the interest payment date after the next record date.  Interest payments,  other
than those payable at maturity,  redemption  or repurchase  will be paid, at our
option, by check or wire transfer.

Event of Default

"Event of  Default"  with  respect  to a series of  securities  means any of the

     -  failure  to pay the  principal  of (or  premium,  if any,  on) any  debt
security of a series when due and payable;

     - failure  to pay for 30 days any  interest  on any debt  security  of that

     - failure to perform any other  requirements in the debt securities of that
series, or in the indenture in regard to such debt securities, for 60 days after
notice; or

     - certain events of insolvency.

An  Event  of  Default  for a  particular  series  of debt  securities  does not
necessarily  mean that an Event of Default has  occurred for any other series of
debt  securities  issued under the indenture.  If an Event of Default shall have
occurred  and be  continuing  the  Trustee or the holders of at least 33% of the
principal  amount of the debt  securities of the series  affected by an Event of
Default may require us to repay the entire  principal of the debt  securities of
such series immediately.  Subject to certain conditions, this requirement may be
rescinded by the holders of at least a majority in aggregate principal amount of
the debt securities of the series.

The Trustee  must within 90 days after a default  occurs,  notify the holders of
the debt  securities  of the series of the  default if we have not  remedied  it
(default  is defined to include  the events  specified  above  without the grace
periods or notice).  The Trustee may withhold notice to the holders of such debt
securities of any default (except in the payment of principal or interest) if it
in good faith considers such withholding in the interest of the holders.  We are

required to file an annual  certificate with the Trustee,  signed by an officer,
about any default by us under any provisions of the indenture.

Subject to the  provisions  of the  indenture  relating to its duties in case of
default,  the Trustee shall be under no obligation to exercise any of its rights
or powers under the indenture at the request,  order or direction of any holders
unless such  holders  offer the  Trustee  reasonable  indemnity.  Subject to the
provisions for indemnification  and certain other limitations,  the holders of a
majority in principal amount of the debt securities of any series may direct the
time,  method and place of conducting any proceedings  for any remedy  available
to, or exercising  any trust or power  conferred on, the Trustee with respect to
such debt securities.

Modification of Indenture

Under the indenture, our rights and obligations and the rights of the holders of
any debt  securities  may be  changed.  Any change  requires  the consent of the
holders  of  not  less  than  66  2/3%  in  aggregate  principal  amount  of the
outstanding  debt securities of all series to be affected,  voting as one class.
However,  no  changes  to the terms of  payment of  principal  or  interest,  or
reducing the percentage  required for changes,  is effective  against any holder
without its consent.

Consolidation, Merger or Sale

We may not merge or consolidate with any corporation or sell  substantially  all
of our assets as an entirety unless:

     - we are the continuing  corporation or the successor corporation expressly
assumes the payment of principal,  and premium, if any, and interest on the debt
securities  and  the  performance  and  observance  of  all  the  covenants  and
conditions of the indenture binding on us; and

     - we, or the successor  corporation,  are not immediately after the merger,
consolidation,  or sale in default in the performance of a covenant or condition
in the indenture.


We may sell the debt  securities  (a) through  agents;  (b) by  underwriters  or
dealers; or (c) directly to one or more purchasers.

By Agents

Debt  securities may be sold on a continuing  basis by agents  designated by us.
The agents agree to use their  reasonable  efforts to solicit  purchases for the
period of their  appointment  under the terms of an agency agreement between the
agents and us.

By Underwriters

     If underwriters  are used in the sale, the  underwriters  may be designated
byus or selected through a bidding process. The debt securities will be acquired
by the underwriters for their own account.  The underwriters may resell the debt
securities in one or more transactions,  including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The  obligations of the  underwriters  to purchase the debt  securities  will be
subject to certain  conditions.  The underwriters  will be obligated to purchase
all the debt  securities of the series offered if any of the debt securities are
purchased.  Any initial  public  offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time.

Only underwriters  named in the applicable  prospectus  supplement are deemed to
be  underwriters  in  connection  with the debt  securities offered hereby.

Direct Sales

We may also sell debt securities directly. In this case, no underwriters or
agents would be involved.

General Information

We may  authorize  agents,  underwriters  or dealers  to solicit  offers by
certain  institutions to purchase debt securities from us at the public offering
price pursuant to delayed delivery contracts  providing for payment and delivery
on a  later  date  or  dates,  all as  described  in the  applicable  prospectus
supplement.  Each delayed delivery contract will be for an amount not less than,
and the aggregate amount of the debt securities shall be not less nor more than,
the respective  amounts stated in the prospectus  supplement.  Institutions with
whom the  delayed  delivery  contracts,  when  authorized,  may be made  include
commercial and savings banks,  insurance  companies,  pension funds,  investment
companies,  educational and charitable institutions, and other institutions, but
will in all cases be subject to our  approval.  The delayed  delivery  contracts
will not be subject to any conditions except:

     - the  purchase by an  institution  of the debt  securities  covered by its
delayed  delivery  contract  shall not, at any time of delivery,  be  prohibited
under  the  laws  of any  jurisdiction  in  the  United  States  to  which  such
jurisdiction is subject; and

     - if the debt securities are being sold to underwriters, we shall have sold
to those  underwriters  the total amount of the debt  securities less the amount
thereof covered by the delayed delivery  contracts.  The  underwriters  will not
have any responsibility in respect of the validity or performance of the delayed
delivery contracts.

We have not  determined  whether  the debt  securities  will be listed on a
securities exchange.  Underwriters will not be obligated to make a market in any
of the  securities.  We cannot  predict the activity of trading in, or liquidity
of, our debt securities.

In connection with sales by an agent or an under written offering,  the SEC
rules permit the underwriters or agents to engage in transactions that stabilize
the price of the debt securities.  These  transactions may include purchases for
the purpose of fixing or maintaining the price of the debt securities.

We may from time to time, without the consent of the existing debt security
holders,  create and issue further notes having the same terms and conditions as
the debt securities being offered hereby in all respects, except for issue date,
issue price and if applicable, the first payment of interest therein. Additional
debt securities issued in this manner will be consolidated with, and will form a
single series with the previously outstanding notes.

Underwriters,  dealers,  and agents that participate in the distribution of
the debt securities may be underwriters as defined in the Securities Act of 1933
(the "Act"),  and any discounts or commissions  received by them from us and any
profit  on the  resale  of the  debt  securities  by  them  may  be  treated  as
underwriting discounts and commissions under the Act.

We may have  agreements  with  the  underwriters,  dealers  and  agents  to
indemnify them against certain civil  liabilities,  including  liabilities under
the Act,  or to  contribute  with  respect to payments  which the  underwriters,
dealers or agents may be required to make.

Underwriters,  dealers  and  agents  may engage in  transactions  with,  or
perform  services for, us or our  subsidiaries  in the ordinary  course of their


One of our lawyers will issue an opinion regarding certain legal matters in
connection with the debt securities offered pursuant to this prospectus.  Cahill
Gordon &  Reindel,  New York,  NY will issue an  opinion  for any  underwriters,
dealers or agents.  Cahill  Gordon & Reindel  represents us and BGE from time to
time.  Cahill  Gordon & Reindel  will rely on the  opinion of our  lawyers as to
matters of Maryland  law and the  applicability  of the Public  Utility  Holding
Company Act of 1935.



The financial  statements and financial statement schedule  incorporated in
this Prospectus by reference to the Annual Report on Form 10-K of  Constellation
Energy  Group,  Inc.  for  the  year  ended  December  31,  2000  have  been  so
incorporated   in  reliance  on  the  report  of   PricewaterhouseCoopers   LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting


Constellation  Energy files annual,  quarterly and special  reports,  proxy
statements and other  information  with the SEC. Prior to  Constellation  Energy
becoming BGE's holding company,  reports,  statements and other information were
filed by BGE under the name  "Baltimore Gas and Electric  Company." You may read
and copy any document filed by BGE or  Constellation  Energy at the SEC's public
reference room at 450 Fifth Street, N.W.,  Washington,  D.C., 20549. Please call
the SEC at 1-800-SEC-0330 for further  information on the public reference room.

The SEC maintains an internet site at  that contains reports,
proxy and information  statements,  and other information,  regarding  companies
(including  Constellation  Energy  and BGE)  that  file  documents  with the SEC
electronically. Constellation Energy's SEC filings may also be obtained from our
web site at

The addresses  for both the SEC's and  Constellation  Energy's  website are
inactive textual references only and the contents of those sites (other than the
documents  incorporated  by reference as set forth below) are not a part of this

This prospectus is part of a registration  statement we filed with the SEC.
In addition,  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  prospectus,  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 from now until the time the registration  becomes effective
and thereafter until we sell all the debt securities.

     o Annual Report on Form 10-K for the year ended December 31, 2000.

     o Quarterly  Reports on Form 10-Q for the  quarters  ended March 31,  2001,
June 30, 2001 and September 30, 2001.

     o Current  Reports on Form 8-K filed on March 5, 2001, as amended March 16,
2001 and October 26, 2001.

Any person,  including any  beneficial  owner,  may request a copy of these
filings, at no cost, by writing or telephoning us at the following address:

      Shareholder Services
      Constellation Energy Group, Inc.
      39 W. Lexington Street
      Baltimore, Maryland  21201

You  should  rely only on the  information  incorporated  by  reference  or
provided in this  prospectus or any  supplement.  We have not authorized  anyone
else to provide you with  different  information.  We are not making an offer of
these debt securities in any state where the offer is not permitted.  You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of those documents.





                       Unsecured Debt Securities


(Once the registration  statement is effective,  the date of the Prospectus will
 be inserted here)



                                                                     Exhibit 12

                              PART II


Item 14.  Other Expenses of Issuance and Distribution.
     Securities and Exchange Commission Registration Fee............... $211,600
     Services of Independent Accountants.......................          70,000*
     Trustee Fees and Expenses.......................................... 15,000*
     Legal Fees and Expenses..........................................  100,000*
     Debt Securities Rating Fees......................................  600,000*
     Printing and Delivery Expenses....................................  50,000*
     Miscellaneous Expenses............................................ 153,400*

     Total                                                           $1,200,000*

      * Estimated

Item 15.  Indemnification of Directors and Officers.

     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  matter  giving  rise  to 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  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.  The  corporation  may not indemnify a director or advance
expenses for a proceeding brought


by the director  against the corporation  except if the proceeding is brought to
enforce  indemnification  by the corporation or if the corporation's  charter or
bylaws, a board resolution or contract provides  otherwise.  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

     The  indemnification and advancement of expenses provided by statute is not
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 Eighth of the Company's Charter reads as follows:

         "(a)(i) The Corporation shall indemnify

           (A) Its Directors and Officers,  whether  serving the Corporation or
at its request any other entity, to the full extent required or permitted by the
general laws of the State of Maryland,  now or hereafter in force, including the
advance of expenses,  under the procedures  and to the full extent  permitted by
law, and

           (B) other employees and agents, to such extent as shall be authorized
by the Board of Directors or the Corporation's by-laws and be permitted by law.

     (ii) The foregoing rights of indemnification  shall not be exclusive of any
other rights to which those seeking indemnification may be entitled.

     (iii) The Board of Directors  may take such action as is necessary to carry
out  these  indemnification  provisions  and is  expressly  empowered  to adopt,

approve  and amend  from time to time such  by-laws,  resolutions  or  contracts
implementing such provisions or such further indemnification arrangements as may
be permitted by law. No amendment of the Charter of the Corporation or repeal of
any of its  provisions  shall limit or  eliminate  the right to  indemnification
provided  hereunder with respect to any act or omission  occurring prior to such
amendment or repeal.

             (b) To the fullest  extent  permitted  by  Maryland  statutory  or
decisional  law,  as  amended or  interpreted,  no  Director  or Officer of this
Corporation  shall be personally  liable to the Corporation or its  stockholders
for money damages.  No amendment of the Charter of the  Corporation or repeal of
any of its  provisions  shall limit or  eliminate  the  limitation  on liability
provided to Directors and Officers hereunder with respect to any act or omission
occurring prior to such amendment or repeal."

         Article V of the Company's By-Laws reads as follows:

     "The Corporation  shall indemnify all Directors,  Officers and employees to
     the fullest  extent  permitted by the general laws of the State of Maryland
     and  shall  provide  indemnification  expenses  in  advance  to the  extent
     permitted thereby.  The Corporation will follow the procedures  required by
     applicable law in determining  persons eligible for  indemnification and in
     making indemnification payments and advances.

     The  Indemnification  and advance of  expenses  provided by the Charter and
     these by-laws shall not be deemed  exclusive of any other rights to which a
     person seeking indemnification or advance of expenses may be entitled under
     any law (common or statutory),  or any agreement,  vote of  stockholders or
     disinterested  Directors or other  provision  that is consistent  with law,
     both as to  action  in his or her  official  capacity  and as to  action in
     another  capacity  while holding  office or while  employed by or acting as
     agent  for  the  Corporation,  shall  continue  in  respect  of all  events
     occurring  while a person was a Director  or Officer  after such person has
     ceased to be a Director or  Officer,  and shall inure to the benefit of the
     estate,  heirs,  executors and administrators of such person. All rights to
     indemnification   and  advance  of  expenses   under  the  Charter  of  the
     Corporation  and  hereunder  shall be deemed to be a contract  between  the
     Corporation  and each Director or Officer of the  Corporation who serves or
     served in such capacity at any time while this by-law is in effect. Nothing
     herein shall  prevent the  amendment of this by-law,  provided that no such
     amendment shall diminish the rights of any person hereunder with respect to
     events  occurring  or claims made before its  adoption or as to claims made
     after its adoption in respect of events occurring before its adoption.  Any
     repeal or  modification  of this by-law  shall not in any way  diminish any
     rights to indemnification or advance of expenses of such Director or

     Officer  or the  obligations  of the  Corporation  arising  hereunder  with
     respect to events  occurring,  or claims  made,  while  this  by-law or any
     provision hereof is in force."

     The  Directors  and  officers  of the  Company  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 Company.

     Also,  see  indemnification  provisions in the Form of Purchase  Agreement,
included in Exhibit 1(a) to this Registration Statement.

Item 16.  Exhibits.

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

Item 17.  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.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration

     (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

          (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.

     (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  provisions  described  under Item 15 above,  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.


     Pursuant to the  requirements of the Securities Act of 1933,  Constellation
Energy Group, Inc., the Registrant,  certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-3 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 24th day of January, 2002.

                                      CONSTELLATION ENERGY GROUP, INC.

                                       By:     /s/ E. Follin Smith
                                                E.  Follin   Smith,
                                               Senior 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:

*M. A. Shattuck III           Chief Executive         January 24, 2002
                              Officer, President
                              and Director

Principal financial and
accounting officer:

/s/ E. Follin Smith           Senior Vice President   January 24, 2002
    E. Follin Smith           and Chief Financial

*James T. Brady
*Douglas L. Becker
*Beverly B. Byron
*Edward A. Crooke
*James R. Curtiss
*Roger W. Gale                Directors               January 24, 2002
*Freeman A. Hrabowski, III
*Edward J. Kelly III
*Nancy Lampton
*Charles R. Larson
*Christian H. Poindexter
*Michael D. Sullivan

* By:      /s/ E. Follin Smith_________
      E. Follin Smith, Attorney-in-Fact

                                 EXHIBIT INDEX


1(a)             -    Form of Purchase Agreement, including
                      Standard Purchase Provisions.

1(b)             -    Form of Interest Calculation Agency Agreement.

4(a)*            -    Indenture  dated  as of  March  24,  1999  between  the
                      Company  and The  Bank of New  York.(Designated  as
                      Exhibit 4(a) to Form S-3  Registration  Statement  File
                      No.  333-75217  filed March 29, 1999).

4(b)             -    Form of Unsecured Debt Security (Fixed Rate).

5                -    Opinion of Company Counsel.

12(a)*           -    Computation  of Ratio of Earnings to Fixed Charges for the
                      twelve months ended December 31, 2000, 1999, 1998, 1997
                      and 1996 (Designated as Exhibit 12(a) in Form 10-Q for the
                      quarter ended September 30, 2001, filed November 14, 2001,
                      File No. 1-12869).

12(b)            -    Computation of Ratio of Earnings to Fixed Charges for the
                      nine months ended September 30, 2001.

23(a)            -    Consent of Company Counsel (included in Exhibit 5).

23(b)            -    Consent of PricewaterhouseCoopers LLP, Independent

24               -    Power of Attorney.

25               -    Statement of Eligibility  under the Trust Indenture Act
                      of 1939 (Form T-1) of The Bank of New York, Trustee.


       * Incorporated by reference.