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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CAPITAL RE CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
140432 10 5
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(CUSIP Number)
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the filing
person:(1)has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2)has filed no
amendments subsequent thereto reporting beneficial ownership
of five percent or less of such class.)(See Rule 13d-7).
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
act but shall be subject to all other provisions of the Act
(however, see the Notes).
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13G
CUSIP NO. 140432 10 5
1. NAME OF REPORTING PERSON: Constellation
Investments, Inc.
S.S. OR I.R.S.
IDENTIFICATION NO.
OF ABOVE PERSON: 52-1336858
2. CHECK THE APPROPRIATE
BOX IF A MEMBER OF
A GROUP (a)
X
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(b)
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3. SEC USE ONLY
4. CITIZENSHIP OR PLACE
OF ORGANIZATION Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0*
6. SHARED VOTING POWER 2,481,920**
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 2,481,920**
9. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,481,920**
10. CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES X
CERTAIN SHARES -------
11. PERCENT OF CLASS
REPRESENTED BY AMOUNT
IN ROW 9 15.65%
12. TYPE OF REPORTING
PERSON CO
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* The Reporting Person may be deemed to have shared voting
power with respect to, and to be the beneficial owner of,
the shares owned by other persons. See the disclosure in
Item 4. The Reporting Person expressly disclaims any
beneficial ownership of the shares owned by other persons
referred on Item 4.
** Baltimore Gas and Electric Company is the ultimate
parent of Constellation Investments, Inc., but disclaims any
beneficial ownership of the shares owned by Constellation
Investments, Inc.
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Item 1.
(a)Name of Issuer:
Capital Re Corporation
(b)Address of Issuer's Principal Executive Offices:
1325 Avenue of the Americas
18th Floor
New York, New York 10019
Item 2.
(a)Constellation Investments, Inc.
(b)250 W. Pratt Street, 23rd Floor
Baltimore, Maryland 21201
(c)Maryland
(d)Common Stock, $.01 par value
(e)140432 10 5
Item 3. Not Applicable
Item 4. Ownership
(a) Amount
Beneficially
Owned 2,481,920
(b) Percent of Class 15.65%
(c) Sole Voting Power 0
Shared Voting Power 2,481,920 ***
Sole Dispositive
Power 0
Shared Dispositive
Power 2,481,920 ***
Item 5. Not Applicable
Item 6. Not Applicable
Item 7. Not Applicable
Item 8. Not Applicable
Item 9. Not Applicable
Item 10. Not Applicable
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*** Constellation Investments, Inc., Minnesota Power &
Light Company, Mr. Michael E. Satz and Mr. Jerome J.
Jurschak are parties to a Stockholders' Agreement dated as
of January 17, 1992 (the "1992 Stockholders Agreement").
The 1992 Stockholders' Agreement requires the parties
thereto, beneficially owning approximately 40.93% of the
Common Stock in aggregate, to vote their shares at all
elections in favor of the Chief Executive Officer of the
Corporation, two directors designated by each of Minnesota
Power & Light Company and Constellation Investments, Inc.
(The "Institutional Stockholders") holding at least 13% of
the outstanding voting stock of the Corporation and one
director nominated by each Institutional Stockholder holding
at least 8% and up to 13% of that stock. The parties have
also agreed to vote for the removal of a designated director
only for cause or if requested by the designating
Institutional Stockholder. Sibag Financial Corporation,
previously a party to the 1992 Stockholders' Agreement, has
disposed of its shares in Capital Re Corporation and is no
longer party to the agreement. Under the foregoing
arrangements, Constellation Investments, Inc. may be deemed
to have shared voting power with respect to the shares of
all parties to the 1992 Stockholders' Agreement and,
accordingly, may be deemed to be the beneficial owner of the
shares held by all parties to the l992 Stockholders'
Agreement. Constellation Investments, Inc. expressly
disclaims any beneficial ownership of the shares owned by
the other reporting persons.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 14 , 1997
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Dated
/s/ Steven D. Kesler
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Signature
Steven D. Kesler
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Name President, Constellation Investments, Inc.
