UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~March 1712, ~~2011~~2012

Commission File Number		Exact name of registrant as specified in its charter		~~IRS EmployerIdentification No.~~		IRS Employer Identification No.
1-12869		CONSTELLATION ENERGY GROUP, INC.		~~52-1964611~~		52-1964611

MARYLAND


		100 CONSTELLATION WAY, BALTIMORE, MARYLAND				21202
		(Address of principal executive offices)				(Zip Code)

(State of Incorporation of registrant)

100 CONSTELLATION WAY, BALTIMORE, MARYLAND				21202
(Address of principal executive office)				(Zip Code)

410-470-2800

(Registrant’s telephone number, including area code)

MARYLAND

(State of Incorporation of registrant)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.0704 Temporary ~~Submission~~Suspension of ~~Matters~~Trading toUnder aRegistrant’s ~~Vote~~Employee ofBenefit Plans ~~Security Holders~~

OnActivity ~~November 17~~in the Constellation Energy Group, ~~2011~~Inc. (“Constellation”) Stock Fund under the Constellation Employee Savings Plan, the Represented Employee Savings Plan for Nine Mile Point and the Employee Savings Plan for Constellation Energy ~~held~~Nuclear aGroup, ~~special~~LLC ~~meeting~~(collectively, the “401(k) Plans”) will be closed for participant transactions from March 12, 2012 until sometime during the week of ~~shareholders~~March 12, 2012. AtThis ~~that~~blackout ~~meeting~~period is required by the 401(k) Plans’ recordkeeper, T. Rowe Price, in connection with the ~~following~~closing ~~matters~~of ~~were~~the ~~voted~~previously ~~upon:~~announced merger (the “Merger”) with Bolt Acquisition Corporation, a Maryland Corporation (“Merger Sub”) and a wholly-owned subsidiary of Exelon Corporation, a Pennsylvania corporation (“Exelon”), in accordance with the Agreement and Plan of Merger, dated as of April 28, 2011, by and among Constellation, Exelon and Merger Sub.

1.On ~~Approval~~March 12, 2012, Constellation provided a notice to its directors and executive officers informing them that, during the blackout period, pursuant to Section 306 of the ~~merger~~Sarbanes-Oxley ~~with~~Act of 2002, they will be unable to trade in Constellation’s or Exelon’s ~~Corporation~~common stock (or related securities). All dates contained in the attached notice assume the closing will occur on ~~substantially~~March 12, 2012, but if the ~~terms~~closing ~~set~~does ~~forth~~not inoccur on that date, the ~~Agreement~~attached ~~and~~notice ~~Plan~~will be updated to reflect the actual date of the ~~Merger~~closing of the merger. During the blackout period and for a two-year period thereafter, ~~dated~~information asabout the actual beginning and ending dates of ~~April~~the 28blackout period may be obtained, ~~2011~~without charge, by ~~and~~contacting ~~among~~prior ~~Exelon~~to ~~Corporation,~~the Merger Constellation Energy, ~~and~~Inc., ~~Bolt~~Attention: Corporate ~~Acquisition~~Secretary, ~~Corporation~~100 Constellation Way, aBaltimore, ~~wholly~~MD 21202 (telephone (410) 470-~~owned~~2800), ~~subsidiary~~and ofafter the Merger Exelon Corporation, Attention: Corporate Secretary, 10 South Dearborn Street, P.O. Box 805379, Chicago, IL 60680 (telephone (312) 394-7398).

Common Shares
For	Against	Abstain
137,785,315	19,373,815	577,083

Constellation was unable to provide advance notice of the blackout period due to events that were unforeseeable to, and circumstances that were beyond the reasonable control of, Constellation as determined in writing by the administrator of the 401(k) Plans. A copy of this written determination accompanied the blackout notice provided to Constellation’s directors and executive officers.

2.A ~~Non-binding,~~copy ~~advisory~~of ~~vote~~the toblackout ~~approve~~notice ~~the~~sent ~~compensation~~to Constellation’s ~~that~~directors ~~may~~and ~~become~~executive ~~payable~~officers tois ~~named~~attached ~~executive~~hereto ~~officers~~as inExhibit ~~connection~~99.1 ~~with~~and ~~the~~is ~~completion~~incorporated ofherein ~~the~~by ~~proposed~~reference. ~~merger:~~

Common Shares
For	Against	Abstain
117,379,737	37,349,540	3,006,937

* * * * *

3Item 9.01. ~~The~~Financial ~~proposal~~Statements toand ~~adjourn~~Exhibits the special meeting of shareholders, if necessary, to solicit additional proxies if there are not sufficient votes to approve the merger proposal, was not voted upon at the meeting since there were sufficient votes to approve the merger proposal.

~~Item~~(d) ~~8.01 Other Events~~Exhibits

On November 17, 2011, at a special meeting of Exelon Corporation’s (Exelon) shareholders, Exelon’s shareholders voted to approve the issuance of Exelon common stock to Constellation Energy shareholders in connection with the merger. The merger remains subject to other closing conditions, including regulatory approvals.


Exhibit No.		Description

99.1		Blackout Notice to Directors and Executive Officers.

Cautionary Statements Regarding Forward-Looking Information

Except for the historical information contained herein, certain of the matters discussed in this communication constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the proposed merger of Exelon Corporation (Exelon) and Constellation Energy Group, Inc. (Constellation), integration plans and expected synergies, the expected timing of completion of the transaction, anticipated future financial and operating performance and results, including estimates for growth. These statements are based on the current expectations of management of Exelon and Constellation, as applicable. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication regarding the proposed merger. For

example, (1) the companies may be unable to obtain regulatory approvals required for the merger, or required regulatory approvals may delay the merger or result in the imposition of conditions that could have a material adverse effect on the combined company or cause the companies to abandon the merger; (2) conditions to the closing of the merger may not be satisfied; (3) an unsolicited offer of another company to acquire assets or capital stock of Exelon or Constellation could interfere with the merger; (4) problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; (5) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (6) the merger may involve unexpected costs, unexpected liabilities or unexpected delays, or the effects of purchase accounting may be different from the companies’ expectations; (7) the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; (8) the businesses of the companies may suffer as a result of uncertainty surrounding the merger; (9) the companies may not realize the values expected to be obtained for properties expected or required to be divested; (10) the industry may be subject to future regulatory or legislative actions that could adversely affect the companies; and (11) the companies may be adversely affected by other economic, business, and/or competitive factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of Exelon, Constellation or the combined company. Discussions of some of these other important factors and assumptions are contained in Exelon’s and Constellation’s respective filings with the Securities and Exchange Commission (SEC), and available at the SEC’s website at www.sec.gov, including: (1) Exelon’s 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; (2) Exelon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors, (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 13; (3) Constellation’s 2010 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 12; and (4) Constellation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 in (a) Part II, Other Information, ITEM 1A. Risk Factors and ITEM 5. Other Information, (b) Part I, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Notes to Consolidated Financial Statements, Commitments and Contingencies. These risks, as well as other risks associated with the proposed merger, are more fully discussed in the definitive joint proxy statement/prospectus included in the Registration Statement on Form S-4 that Exelon filed with the SEC and that the SEC declared effective on October 11, 2011 in connection with the proposed merger. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Neither Exelon nor Constellation undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this communication.

SIGNATURE

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

		~~CONSTELLATION ENERGY GROUP, INC.~~	CONSTELLATION ENERGY GROUP, INC.
		~~(Registrant)~~	(Registrant)
Date:	November 17, 2011	/s/ Charles A. Berardesco
Date: March 12, 2012			/s/ Sean J. Klein
		Charles A. Berardesco
			Sean J. Klein
		Senior Vice President and General Counsel
			Assistant Secretary

4EXHIBIT INDEX


Exhibit No.		Description

99.1		Blackout Notice to Directors and Executive Officers.

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