POTOMAC ELECTRIC POWER CO
8-K, 1996-04-03
ELECTRIC SERVICES
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.   20549


Form 8-K




CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934





Date of Report (Date of earliest event reported)      March 29, 1996   





                   POTOMAC ELECTRIC POWER COMPANY                      
     (Exact name of registrant as specified in its charter)





District of Columbia and Virginia      1-1072            53-0127880    
 (State or other jurisdiction of    (Commission     (I.R.S. Employer
  incorporation)                     File Number)   Identification No.)





1900 Pennsylvania Avenue, N. W., Washington, D. C.             20068   
     (Address of principal executive offices)                (Zip Code)




Registrant's telephone number, including area code       (202) 872-2000





                                                                   PEPCO
                                                                   Form 8-K



Item 5.   Other Events.

     A Special Meeting of the Common and Preferred Shareholders of Potomac
Electric Power Company (the "Company") was held March 29, 1996.  At the
meeting, the proposal to approve the Agreement and Plan of Merger by and among
Baltimore Gas and Electric Company, Constellation Energy Corporation and the
Company was approved by the holders of the Common and Serial Preferred Stock. 
The proposal required the affirmative vote of more than 2/3 of the outstanding
shares of Common Stock, voting as a class, and a majority of the outstanding
shares of Serial Preferred Stock, voting separately as a class.  The vote was
as follows:

                    No. of Shares       Percent of Shares Outstanding

Common Stock

For                 89,467,560                     75.5%
Against              3,045,936                      2.6%
Abstain              1,564,917                      1.3%
Broker Non-Votes             0                       N/A

Preferred Stock

For                  3,342,011                     62.2%
Against                458,236                      8.5%
Abstain                 17,075                      0.3%
Broker Non-Votes             0                       N/A

     Also presented to the holders of Common Stock was a proposal to approve
the Long-Term Incentive Plan of Constellation Energy Corporation.  The
proposal, which required the affirmative vote of a majority of the Common
Stock present at the meeting and entitled to vote, was also passed.  The vote
was as follows:

                    No. of Shares       Percent of Shares Present

Common Stock

For                 79,574,221                     85.6%
Against              8,270,215                      8.9%
Abstain              5,148,953                      5.5%
Broker Non-Votes     1,085,024                       N/A

     A press release, dated March 29, 1996, announcing the results of the
Special Meeting is filed as Exhibit 99 to this report and is hereby
incorporated herein by reference.

                                     2



                                                                   PEPCO
                                                                   Form 8-K

Item 7.  Financial Statements, Pro-Forma Financial Information and
         Exhibits.
    
         Exhibits

         Exhibit No.       Description of Exhibit           Reference

            99             News Release of Potomac 
                           Electric Power Company, 
                           dated March 29, 1996.............Filed herewith.
          

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

                                            Potomac Electric Power Company
                                                      (Registrant)




                                           /s/     H. Lowell Davis
                                           By ___________________________
                                                   H. Lowell Davis    
                                                  Vice Chairman and  
                                               Chief Financial Officer


April 3, 1996     
     DATE

                                          3




FOR IMMEDIATE RELEASE                          CONTACT: Nancy Moses
March 29, 1996                                       (202) 872-2680

                       Pepco Stockholders Approve
                         Merger With BGE To Form
                    Constellation Energy Corporation

     Potomac Electric Power Company (NYSE:POM) announced that at a special
meeting in Washington, D.C. today stockholders approved the agreement to merge
with Baltimore Gas and Electric Company (NYSE:BGE) to form Constellation
Energy Corporation.

     At the meeting, Edward F. Mitchell, PEPCO Chairman of the Board and
Chief Executive Officer, said, "We believe that combining our two financially
strong and low-cost utility companies provides opportunities to reduce
operating costs and maintain competitive rates.  This merger will create one
very strong company to serve the core of the fourth largest metropolitan
marketplace in the nation.  By continuing to provide low-cost energy, the new
company should foster economic expansion and growth that will benefit
shareholders, customers, employees and our communities as we move into the
21st century."

     Completion of the strategic business combination, which will create the
ninth largest electric utility company in the country, is subject to receipt
of necessary approvals from regulatory authorities.  These include the Federal
Energy Regulatory Commission, the Public Service Commissions of Maryland and
the District of Columbia, and the Nuclear Regulatory Commission.  The
companies anticipate final completion of the merger in early spring 1997.

     Holders of 75.5 percent of the outstanding shares of PEPCO common stock
approved the merger agreement and plan; a 66-2/3 percent approval vote was
required.  Holders of 62.2 percent of the outstanding shares of PEPCO
preferred stock also approved the merger; a majority approval vote was
required.  Also, holders of 85.6 percent of shares of PEPCO stock represented in
person or by proxy approved the adoption of the Constellation Energy Corporation
Long-Term Incentive Plan.

     Shareholders of BGE are also meeting today in Baltimore to vote on
approval of the merger.
                                  # # #


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