Exhibit 99.1

Form of Proxy Cards and other proxy solicitation materials

The following are proxy cards and other proxy solicitation materials
provided to common stock shareholders.

Exhibit 99.1

[BGE LOGO APPEARS HERE] BALTIMORE GAS AND ELECTRIC COMPANY
P. O. Box 1642, Baltimore, Maryland 21203-1642

COMMON STOCK PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - APRIL 16, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PLEASE VOTE AND SIGN ON THE REVERSE SIDE AND RETURN IN THE ENCLOSED ENVELOPE.

The undersigned appoints Jerome W. Geckle, George V. McGowan and Christian
H. Poindexter (or a majority of them or their substitutes, or one acting
alone in the absence of the others), as proxies, with power to each to
appoint a substitute and to revoke the appointment of such substitute, to
vote all shares of common stock of Baltimore Gas and Electric Company which
the undersigned is entitled to vote at the annual meeting to be held on
April 16, 1999, and at any adjournments thereof, in the manner specified on
the reverse side of this card with respect to each item identified thereon
(as set forth in the Notice of Annual Meeting and Proxy Statement), and in
their discretion on any shareholder proposal omitted from this proxy and
such other business as may properly come before the annual meeting.

SHARES REPRESENTED BY ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AT THE
ANNUAL MEETING IN THE MANNER SPECIFIED. IF NO SPECIFICATION IS MADE, VOTES
WILL BE CAST "FOR" ITEMS 1, 2 & 3 AND "AGAINST" ITEMS 4 & 5 ON THE REVERSE
OF THIS CARD.

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Exhibit 99.1
THIS IS YOUR PROXY CARD

TEAR HERE, VOTE, SIGN
AND RETURN IN THE PRE-ADDRESSED
POSTAGE PAID ENVELOPE

TEAR HERE ALONG PERFORATION
- - --------------------------------------------------------------------------------
A VOTE "FOR" ITEMS 1, 2 & 3 IS RECOMMENDED.

FOR AGAINST ABSTAIN
1. APPROVAL OF THE SHARE
EXCHANGE AND FORMATION
OF THE HOLDING COMPANY [ ] [ ] [ ]

2. THE ELECTION OF 15 DIRECTORS

[ ] FOR all nominees, except as [ ] WITHHOLD AUTHORITY
lined through below. (To vote (ABSTAIN) from voting
AGAINST any or all nominees for all nominees.
line through their names.)

H.F. BALDWIN D.L. BECKER B.B. BYRON J.O. COLE
D.A. COLUSSY E.A. CROOKE J.R. CURTISS J.W. GECKLE
F.A. HRABOWSKI, III N. LAMPTON C.R. LARSON G.V. MCGOWAN
C.H. POINDEXTER G.L. RUSSELL, JR. M.D. SULLIVAN

- - ------------------------------------------------------------------------------

FOR AGAINST ABSTAIN
3. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT ACCOUNTANTS FOR 1999 [ ] [ ] [ ]

A VOTE "AGAINST" ITEMS 4 & 5 IS RECOMMENDED.

4. SHAREHOLDER PROPOSAL CONCERNING CALVERT
CLIFFS' LICENSE EXTENSIONS [ ] [ ] [ ]

5.SHAREHOLDER PROPOSAL CONCERNING CONFIDENTIAL
VOTING [ ] [ ] [ ]

[ ] Please check this box if you plan to attend the 1999 annual meeting.

Please sign below, exactly as name appears at left. Joint owners should EACH
sign. Attorneys, executors, administrators, trustees and corporate officials
should give title or capacity in which they are signing.

Signature _________________________________ Date ___________________

Exhibit 99.1

CHRISTIAN H. POINDEXTER BALTIMORE GAS AND
CHAIRMAN OF THE BOARD, ELECTRIC COMPANY
PRESIDENT 39 W. LEXINGTON STREET
AND CHIEF EXECUTIVE BALTIMORE, MARYLAND 21201
OFFICER

March 31, 1999

[BGE LOGO APPEARS HERE]

Dear Shareholder:

As of March 26, 1999, we had not received your proxy card for the 1999 annual
shareholders meeting to be held April 16th.

We appreciate the support of our shareholders and encourage you to vote your
shares, regardless of the size of your holdings. We have, therefore, enclosed a
second proxy card so that you can vote your shares. Whether or not you plan to
attend the meeting, please complete and return the enclosed proxy card to ensure
that your vote will be counted at the meeting.

Our initial mailing to you also included a proxy statement and prospectus, and
our 1998 annual report to shareholders. If you would like to receive a duplicate
copy of these documents, simply contact one of our shareholder representatives
in metropolitan Baltimore at 410-783-5920, within Maryland at 1-800-492-2861, or
outside Maryland at 1-800-258-0499.

Sincerely,

/s/ C.H. Poindexter

Chairman of the Board

ENCLOSURES

Exhibit 99.1

Please fold and detach card at perforation before mailing.

CONFIDENTIAL VOTING INSTRUCTIONS TO TRUSTEE
PLEASE VOTE AND SIGN ON REVERSE SIDE AND RETURN IN THE ENCLOSED ENVELOPE

These Voting Instructions are requested in conjunction with a proxy
solicitation by the BOARD OF DIRECTORS OF BALTIMORE GAS AND ELECTRIC COMPANY.

TO: T. ROWE PRICE TRUST COMPANY, AS TRUSTEE UNDER THE BALTIMORE GAS AND
ELECTRIC COMPANY EMPLOYEE SAVINGS PLAN

I hereby instruct T. Rowe Price Trust Company, as Trustee under the Baltimore
Gas and Electric Company Employee Savings Plan (Plan), to vote, by proxy, all
shares of common stock of Baltimore Gas and Electric Company (Company) allocated
to me under the Plan at the annual meeting of the shareholders of BGE to be held
on April 16, 1999, and at any adjournments thereof, in the manner specified on
the reverse side of this form with respect to each item identified thereon (as
set forth in the Notice of Annual Meeting and Proxy Statement / Prospectus), and
Jerome W. Geckle, George V. McGowan and Christian H. Poindexter, in their
discretion, shall vote in person on any shareholder proposal omitted from this
proxy and such other business as may properly come before the annual meeting.

The Trustee will vote the shares represented by this Voting Instructions Card if
properly signed and received by April 9, 1999. If no instructions are specified
on a signed card, the shares represented thereby will be voted in accordance
with the recommendations of the Board of Directors of BGE: "FOR" Items 1, 2 & 3
and "AGAINST" Items 4 & 5. The Trustee is not permitted under the Plan to vote
shares of common stock unless a signed Voting Instructions Card has been
received.

(over)

Exhibit 99.1

From: First Class Mail
T. Rowe Price Retirement Plan Services, Inc. U.S. Postage
BGE PST PAID
P.O. Box 17215 Baltimore, MD
Baltimore, MD 21297-0354 Permit #250

~ Please fold and detach card at perforation before mailing. ~

Please vote by filling in the appropriate boxes below.

The Board of Directors recommends a vote "FOR" Items 1, 2 & 3.

FOR AGAINST ABSTAIN

1. APPROVAL OF THE SHARE EXCHANGE AND
FORMATION OF THE HOLDING COMPANY [ ] [ ] [ ]

2. THE ELECTION OF 15 DIRECTORS FOR all nominees listed WITHHOLD
at left, except as lined AUTHORITY
H.F. Baldwin, D.L. Becker, through (to vote AGAINST (ABSTAIN)
B.B. Byron, J.O. Cole, D.A. Colussy, any or all nominees line from voting for
E.A. Crooke, J.R. Curtiss, through their names.) all nominees
J.W. Geckle, F.A. Hrabowski, III, listed at left
N. Lampton, C.R. Larson, [ ] [ ]
G.V. McGowan, C.H. Poindexter,
G.L. Russell, Jr., M.D. Sullivan

FOR AGAINST ABSTAIN

3. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT ACCOUNTANTS FOR 1999 [ ] [ ] [ ]

The Board of Directors recommends a vote
"AGAINST Items 4 and 5.

4. SHAREHOLDER PROPOSAL CONCERNING
CALVERT CLIFFS' LICENSE EXTENSIONS [ ] [ ] [ ]

5. SHAREHOLDER PROPOSAL CONCERNING
CONFIDENTIAL VOTING [ ] [ ] [ ]

BALTIMORE GAS AND ELECTRIC COMPANY

Date: ________________________

Please sign below exactly as your name appears to the left.

------------------------------------------------------------
SIGNATURE

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Exhibit 99.1
BALTIMORE GAS AND ELECTRIC COMPANY

TO PARTICIPANTS IN THE
EMPLOYEE SAVINGS PLAN (THE PLAN)

The enclosed Notice of Annual Meeting of Shareholders, Proxy Statement and
Prospectus, and Voting Instructions Card for the Annual Meeting of Shareholders,
to be held on April 16, 1999, are being furnished to you by Baltimore Gas and
Electric Company (BGE) on behalf of T. Rowe Price Trust Company, Trustee under
the Plan.

In accordance with the Plan and the Trust Agreement between BGE and the Trustee,
you may instruct the Trustee how to vote the shares of common stock held for you
under the Plan. Therefore, please complete the enclosed Voting Instructions Card
and return it in the accompanying envelope by April 9, 1999. After receipt of
the properly executed Voting Instructions Card, the Trustee will vote as
directed by those instructions. The Trustee is not permitted to vote your shares
of common stock unless a signed Voting Instructions Card has been received.

Each participant in the Plan who is a holder of record of other shares of BGE
stock will continue to receive, separately, a proxy card and accompanying proxy
material to vote the shares of common stock registered in his or her name.

Richard D. Honaker
Plan Administrator

Exhibit 99.1
BALTIMORE GAS AND ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN

T. Rowe Price Trust Company, Trustee of the Employee Savings Plan, has not
received a Voting Instructions Card for the 1999 meeting for the shares that you
hold in the Plan. The Trustee is not permitted to vote your shares of common
stock unless a signed Voting Instructions card has been received.

We appreciate the support of our shareholders and encourage you to vote your
Employee Savings Plan shares, regardless of the size of your holdings. We have,
therefore, enclosed a second Voting Instructions Card so that you can vote your
shares. Whether or not you plan to attend the meeting, please complete the
Voting Instructions Card and return it to the Trustee in the envelope provided
by APRIL 9, 1999.

Our initial mailing to you included a proxy statement and prospectus. If you
would like to receive a duplicate copy, please contact one of our shareholder
representatives in metropolitan Baltimore at 410-783-5920, within Maryland at
1-800-492-2861, outside Maryland at 1-800-258-0499.

Richard D. Honaker
Plan Administrator