Registration No. 333
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Baltimore Gas and Electric Company
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State of Incorporation)
52-0280210
(I.R.S. Employer Identification No.)
D. A. Brune, Vice President
39 W. Lexington Street, Baltimore, Maryland 21201
(410) 234-5685
(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
conditions.
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. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to price offering registration
be registered be registered per unit* price* fee
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Common Stock 114,965 Shares $27 3/8 $3,147,167 $954
(without par value)
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* 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 February 27,1997, as reported in
The Wall Street Journal pursuant to Rule 457 (c).
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.
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PROSPECTUS
114,965 SHARES
COMMON STOCK
(WITHOUT PAR VALUE)
[GRAPHIC OMITTED]
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
(410) 234-5000
-------------------------------------------------------
114,965 Shares
Baltimore Gas and Electric Company
Our Common Stock is listed on the New York, Midwest and Pacific Stock
Exchanges under the symbol "BGE". The reported last sale price of the Common
Stock on the New York Stock Exchange on February 27, 1997, was $27 1/8 per
share.
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These shares of Common Stock are being sold by W. H. Munn, the selling
shareholder. The Company will not receive any part of the proceeds from the
sale.
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The shares have not been approved by the SEC or any state securities commission,
nor have these organizations determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus is March _____,1997
<PAGE>
WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from our web site at www.bge.com or at the SEC's web site at http://www.sec.gov.
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
until the selling shareholder sells all the shares. This prospectus is part of a
registration statement we filed with the SEC (Registration No. ____).
- - Annual Report on Form 10-K for the year ended December 31, 1995;
- - Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996;
- - Registration Statement on Form S-4 of Constellation Energy Corporation, as
amended, effective February 9, 1996 (Registration No. 33-64799). This
filing describes our proposed merger with Potomac Electric Power Company;
- - Current Reports on Form 8-K dated December 30, 1996 and February 26,
1997; and
You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:
Shareholder Services
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
410-783-5920
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. The selling shareholder will not make an offer
of these shares 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.
ABOUT BGE
BGE is a public utility that has served the central Maryland area for over 175
years. We produce, purchase and sell electricity and purchase, transport and
sell natural gas. We also jointly own and operate two electric generating plants
and one hydroelectric plant in Pennsylvania.
We also have several wholly owned subsidiaries:
- - Constellation Holdings and its subsidiaries are engaged in power
generation, financial investments, and real estate projects (including
senior living facilities);
- - BGE Corp. and its subsidiaries are involved in energy marketing,
including power trading, natural gas brokering and energy services; and
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- - BGE Home Products and Services and its subsidiaries sell, service and
install appliances and heating and cooling systems to residential and
commercial customers, and offer kitchen remodeling and plumbing services.
In addition, we own a majority interest in a general partnership that provides
district heating and chilled water systems to commercial and government
customers.
BGE and Potomac Electric Power Company (PEPCO) have agreed to merge to form
Constellation Energy Corporation. PEPCO is a neighboring electric utility
serving Washington, D.C. and major portions of Montgomery and Prince George's
Counties in Maryland. It is currently anticipated that the merger will be
completed in 1997. The reasons for the merger and other information about it are
discussed in more detail in the registration statement on Form S-4. See the
section titled Where You Can Find More Information.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of Common
Stock by the selling shareholder.
SELLING SHAREHOLDER
As of January 31, 1997, the selling shareholder owned 115,138 shares of BGE, of
which 114,965 shares are being offered pursuant to this prospectus. Before and
after the offering, he will own less than 1% of the outstanding BGE common
stock. Since January 1, 1995, he has been President, Chief Executive Officer
and a Director of two BGE subsidiaries -- BGE Home Products & Services, Inc. and
Maryland Environmental Services, Inc. He is not an executive officer of BGE.
DESCRIPTION OF COMMON STOCK
The following statements are brief summaries of certain provisions of the
Company's charter, as amended, supplemented and restated (incorporated by
reference as an Exhibit to the Registration Statement), and are
qualified in their entirety by reference to such charter.
Dividend Rights
The Common Stock (without par value) is entitled to dividends when and as
declared by the Board of Directors. There are no limitations in any indenture or
other agreements on payment of dividends; provided, however, that holders of
preferred and preference stock are entitled to receive, before any dividend on
the Common Stock shall be paid or set apart, (i) when and as declared,
cumulative yearly dividends at the fixed preferential rate specified for each
series, payable quarterly; and (ii) when due, the applicable preference stock
redemption payments.
Voting Rights
Holders of Common Stock are entitled to one vote for each share on all matters
on which shareholders are entitled to vote. The holders of Common Stock have the
sole voting power except that:
(a) the affirmative vote of two-thirds of all outstanding preferred stock
(voting as one class, with each share having four votes per share) is required
for any charter amendment (except amendments relating to certain classifications
of preferred stock and the extent to which the preferred and preference stock
participate in dividends or distributions), any consolidation with any other
corporation, any sale, lease or exchange of all of the assets of the Company, or
any dissolution of the Company;
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(b) if the Company fails to pay full dividends on the preferred stock for one
year or more, the preferred stock will have four votes per share with respect to
all matters until such time as all such dividends have been paid in full;
(c) the affirmative vote of two-thirds of all outstanding preference stock
(voting as one class, with each share having one vote per share) is required for
any charter amendment which would create or authorize any shares of stock
ranking prior to or on a parity with the preference stock as to dividends or as
to distribution of assets, or which would substantially adversely affect the
contract rights, as expressly set forth in the charter, of the holders of the
preference stock; and
(d) if the Company fails to pay full dividends on the preference stock for one
year or more, the preference stock will have one vote per share with respect to
all matters until such time as all such dividends have been paid in full.
Liquidation Rights
Upon any liquidation, dissolution or winding-up of the Company, the holders of
the preferred and preference stock are entitled to receive $100 per share plus
accrued dividends to the date of payment, before any amounts or remaining assets
shall be paid or distributed to the holders of the Common Stock.
General
The shares of Common Stock offered hereby will, upon issuance thereof, be
legally issued, fully paid and nonassessable. The Common Stock has no conversion
or preemptive rights and there are no redemption or sinking fund provisions
applicable thereto.
Certain Pennsylvania Tax Matters
The Common Stock is exempt from all existing personal property taxes in
Pennsylvania.
PLAN OF DISTRIBUTION
The selling shareholder may sell the shares in one or more transactions on
the New York, Chicago and Pacific Stock Exchanges, in special offerings,
exchange distributions, secondary distributions, negotiated transactions, or a
combination of such. He may sell at market prices at the time of sale, at prices
related to the market price or at negotiated prices. BGE is indemnifying the
selling shareholder against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
LEGAL OPINION
One of our BGE lawyers will issue an opinion about the legality of the shares
for us and for the selling shareholder.
EXPERTS
Coopers & Lybrand, L.L.P., independent accountants, audited our annual financial
statements and schedules incorporated by reference in this prospectus and
elsewhere in the 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.
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No one (including any salesman or broker) is authorized to provide oral or
written information about this offering that is not included in this Prospectus.
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TABLE OF CONTENTS
Page
Where You Can Find More Information............................2
About BGE......................................................2
Use of Proceeds................................................3
Selling Shareholder............................................3
Description of
Common Stock..............................................3
Plan of Distribution...........................................4
Legal Opinion..................................................4
Experts........................................................4
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[GRAPHIC OMITTED]
114,965 Shares
COMMON STOCK
(without par value)
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee $ 954
Services of Independent Accountants 6,000
Printing Expenses 500
Miscellaneous Expenses 546
Total $ 8,000
___________
* Estimated
Item 15. 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. The following
summary is qualified in its entirety by that 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 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 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
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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.
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 IV of BGE's By-Laws reads as follows:
"Each person made or threatened to be made 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."
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The Directors and officers of BGE 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 BGE.
Item 16. Exhibits.
See the Exhibit Index filed as a part of this Registration
Statement.
Item 17. Undertakings.
(a) BGE 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.
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(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) BGE 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 BGE's Directors,
officers and controlling persons 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.
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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-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 4th day of March, 1997.
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 Board March 4,1997
Chief Executive Officer
and Director
Principal financial
and accounting
officer:
/s/ D. A. Brune Vice President and March 4,1997
D. A. Brune Secretary
Directors:
* H. Furlong Baldwin
* Beverly B. Byron
* J. Owen Cole
* Dan A. Colussy
* E. A. Crooke
* James R. Curtiss Directors March 4,1997
* Jerome W. Geckle
* Freeman A. Hrabowski III
* Nancy Lampton
* George V. McGowan
* George L. Russell, Jr.
* Michael D. Sullivan
*By: /s/ C. W. Shivery
C. W. Shivery, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number
3* - Charter of Baltimore Gas and Electric
Company, restated as of August 16, 1996.
(Designated as as Exhibit No. 3 in Form 10-Q
dated November 14, 1996, File No. 1-1910.)
5 - Opinion of Susan Wolf, Esq., Associate
General Counsel of the Company.
23(a) - Consent of Susan Wolf, Esq., Associate
General Counsel of the Company [included in
Exhibit 5].
23(b) - Consent of Coopers & Lybrand,
Independent Certified Public Accountants.
24 - Power of Attorney
99(a)* - 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 year
ended December 31, 1987, File No. 1-1910.)
99(b) - Form of Indemnification Agreement.
__________________
* Incorporated by reference
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Exhibit 5
Susan Wolf
Associate General Counsel
(410 234-5628
March 4, 1997
Baltimore Gas and Electric Company
Gas and Electric Building
P.O. Box 1475
Baltimore, Maryland 21203-1475
William H. Munn
BGE Home Products & Services, Inc.
7161 Columbia Gateway Drive
Columbia, Maryland 21046
Gentlemen:
This opinion is provided in connection with the
Registration Statement on Form S-3 (the "S-3") being filed
by Baltimore Gas and Electric Company ("BGE") with the
Securities and Exchange Commission ("Commission") under the
Securities Act of 1933, as amended. The S-3 covers the
proposed resale by William H. Munn, the selling shareholder
of shares of Common Stock without par value (the "Shares").
I am Associate General Counsel - Corporate of BGE and
head of the Corporate Unit of its Legal Department. I am
generally familiar with BGE's corporate history, properties,
operations, Charter and the issuance of its securities. In
connection with this opinion I, together with the General
Counsel and the attorneys we supervise, have considered,
among other things (1) BGE's Charter; (2) BGE's By-Laws; (3)
the corporate proceedings for authorization to file the S-3;
(4) the S-3 (including all exhibits to it); and (5) all
other documents, transactions, and matters of law as we
deemed necessary in order to render this opinion.
<PAGE>
Baltimore Gas and Electric Company
William H. Munn
March 4, 1997
Page 2
I am of the opinion that the Shares constitutes legally
issued, fully paid and nonassessable shares of Common Stock
of BGE.
I express no opinion as to the law of any jurisdiction
other than the law of the State of Maryland and the law of
the United States of America. The opinion expressed herein
concerns only the effect of the law (excluding the
principles of conflict of laws) of the State of Maryland and
the United States of America as currently in effect.
This opinion is provided solely for your benefit and
may not be relied upon by, or quoted to, any other person or
entity, in whole or in part, without my prior written
consent.
I hereby consent to the filing of this opinion as an
exhibit to the S-3 and to the references to me in the S-3 or
the prospectus constituting a part of the S-3.
Very truly yours,
Exhibit 23(b)
CONSENT OF COOPERS & LYBRAND
We consent to the incorporation by reference in this
Registration Statement on Form S-3 covering 114,965 shares
of Baltimore Gas and Electric Company Common Stock (without
par value)(the "Registration Statement") of our reports,
dated January 19, 1996, on our audits of the consolidated
financial statements and financial statement schedule
included on Form 10-K, and our audits of the consolidated
financial statements included on Form 8-K (dated February 5,
1996) of Baltimore Gas and Electric Company and
Subsidiaries, as of December 31, 1995 and 1994 and for the
three years ended December 31, 1995, which is included in
the Registration Statement on Form S-4 of Constellation
Energy Corporation.
We also consent to the reference to our firm under the
caption "Experts" in this Registration Statement.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
March 3, 1997
Exhibit 24
Page 1 of 2
BALTIMORE GAS AND ELECTRIC COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
directors and officers of Baltimore Gas and Electric Company
("BGE") hereby constitute and appoint C. H. Poindexter, E. A.
Crooke and C. W. Shivery and each of them their true and lawful
attorneys and agents to do any and all acts and things and to
execute, in their name any and all instruments which said
attorneys and agents, or any of them, may deem necessary or
advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in
respect thereof in connection with the registration under said
Act of not exceeding 114,965 shares of Common Stock (without par
value)of BGE, to be sold by the Selling Shareholder named in the
registration statement covering the shares all as authorized by
Resolutions adopted by the Board of Directors of Baltimore Gas
and Electric Company at a meeting held February 21, 1997
including specifically, but without limiting the generality of
the foregoing, power and authority to sign the names of the
undersigned directors and officers in the capacities indicated
below, to any registration statements to be filed with the
Securities and Exchange Commission in respect to said Common
Stock, to any and all amendments to any registration statement in
respect to said Common Stock and to any instruments or documents
filed as part of or in connection with said registration
statements or amendments thereto; and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents,
or any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed,
or caused to be subscribed, these presents this 21st day of
February, 1997.
Signature
Principal Executive Officer /s/ C. H. Poindexter
and Director
C. H. Poindexter
Chairman of the Board, Chief
Executive Officer and Director
Principal Financial and /s/ C. W. Shivery
Accounting Officer
C. W. Shivery
Vice President
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Exhibit 24
Page 2 of 2
Power of Attorney
in connection with
the registering of
not exceeding
114,965 shares of
Common Stock for
sale by the Selling
Shareholder.
Directors
/s/ Nancy Lamptom /S/ Beverly B. Byron
/s/ James R. Curtiss /s/ E. A. Crooke
/s/ Michael D. Sullivan
/s/ George L. Russell, Jr.
/s/ Jerome W. Geckle
/s/ J. Owen Cole
/s/ Freeman A. Hrabowski
/s/ H. Furlong Baldwin
/s/ Dan A. Colussy
/s/ George V. McGowen
Dated: February 21, 1997
Exhibit 99(b)
FORM OF INDEMNIFICATION AGREEMENT
As you know, you received 114,965 shares of the common stock
of Baltimore Gas and Electric ("BGE") on December 30, 1994. So
that you may freely sell such shares, BGE plans to register such
shares for you on a registration statement on Form S-3 (the "S-
3") which it will file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Act").
BGE will indemnify and hold you harmless against any losses,
claims, damages or liabilities, joint or several, to which you
may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the S-
3, any prospectus contained in the S-3 at the time it became
effective, or any amendment or supplement thereto or arise out of
or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except
for information in the section of the Prospectus titled "Selling
Shareholder." BGE will reimburse you for any legal or other
expenses reasonably incurred by you in connection with
investigating or defending any such loss, claim, damage,
liability or act covered by this indemnification.
Promptly after your receipt of notice of the commencement of
any action, you hereby agree, if you are to make a claim against
BGE under this Indemnification Agreement, to notify BGE of the
commencement thereof.
In consideration of BGE's registration of the shares on your
behalf and its indemnification of you pursuant to this
Indemnification Agreement, you hereby agree to promptly notify
BGE in writing any time you intend to sell, transfer, pledge,
assign or hypothecate the shares.
BALTIMORE GAS AND ELECTRIC COMPANY
By: _____________________________
Vice President
Agreed to as of _________________, 1997
____________________________
William H. Munn
