BY-LAWS





                                       of





                        CONSTELLATION ENERGY GROUP, INC.





                         Amended as of January 24, 2003



{PAGE}



                                    ARTICLE I



                            OFFICES AND HEADQUARTERS



Section 1. - Name.



      The name of the corporation is Constellation Energy Group, Inc. (the

"Corporation").



Section 2. - Offices.



      The principal office of the Corporation is 750 East Pratt Street,

Baltimore, Maryland 21202. The Corporation may also have other offices at such

other places, either within or without the State of Maryland, as the Board of

Directors of the Corporation (the "Board") may determine or as the activities of

the Corporation may require.



                                   ARTICLE II



                                  STOCKHOLDERS



Section 1. - Place of Meetings.



      Meetings of stockholders of the Corporation shall be held at such places,

either within or without the State of Maryland as may be fixed from time to time

by the Board and stated in the notice of meeting or in a duly executed waiver of

notice thereof.



Section 2. - Annual Meetings.



      The Annual Meeting of the stockholders for the election of directors and

for the transaction of general business shall be held on any date during the

period of April 15 through May 15, as determined year to year by the Board. The

time and location of the meeting shall be determined by the Board. Failure to

hold an Annual Meeting does not invalidate the Corporation's existence or affect

any otherwise valid corporate acts.



      The Chief Executive Officer of the Corporation shall prepare, or cause to

be prepared, an annual report containing a full and correct statement of the

affairs of the Corporation, including a balance sheet and a financial statement

of operations for the preceding fiscal year, which shall be submitted to the

stockholders at or prior to the Annual Meeting.



Section 3. - Special Meetings.



      Special meetings of the stockholders may be held in the City of Baltimore

or in any county in which the Corporation provides service or owns property upon

call by the Chairman of the Board, President or a majority of the Board whenever

they deem expedient, or by the Secretary upon the written request of the holders

of shares entitled to not less than a majority of all the votes entitled to be

cast at such meeting. Such request of the stockholders shall state the purpose

or purposes of the meeting and the matters proposed to be acted on and shall be

delivered to the Secretary, who shall inform such stockholders of the reasonably

estimated cost of preparing and mailing such notice of the meeting, and upon

payment to the Corporation of such costs the Secretary shall give notice stating

the purpose or purposes of the meeting to all stockholders entitled to vote at

such meeting. The business at all special meetings shall be confined to that

specifically named in the notice thereof.



                                        1



{PAGE}



Section 4. - Notice and Waiver; Organization of Meeting.



      When stockholders are required or permitted to take any action at a

meeting whether special or annual, written or printed notice of every meeting

shall be given to each stockholder entitled to vote at the meeting and each

other stockholder entitled to notice of the meeting. The notice shall state the

place, day, and hour of such meeting and, in the case of a special meeting, the

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