SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CONSTELLATION ENERGY GROUP INC (Last) (First) (Middle) 750 E. PRATT ST. (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/14/2006	3. Issuer Name and Ticker or Trading Symbol Constellation Energy Partners LLC [ CEP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common units representing Class B LLC interests	0(1)	I	See footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CONSTELLATION ENERGY GROUP INC (Last) (First) (Middle) 750 E. PRATT ST. (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* Constellation Energy Partners Holdings, LLC (Last) (First) (Middle) 111 MARKET PLACE (Street) BALTIMORE MD 21202 (City) (State) (Zip)

Explanation of Responses:

1. As of November 14, 2006, Constellation Energy Group, Inc. ("CEG") indirectly owns 100% of Constellation Energy Partners Holdings, LLC ("CEPH"), which owns a 100% limited liability company interest in the Issuer. Accordingly, CEG may be deemed to be the beneficial owner of the 100% limited liability company interest in the Issuer. At the closing of the Issuer's initial public offering of common units representing Class B limited liability company interests ("Common Units") in the Issuer (the "Offering"), CEPH's 100% limited liability company interest in the Issuer will be converted into 226,406 Class A limited liability company interests in the Issuer, 6,593,894 Common Units and all of the Class C limited liability company interests in the Issuer.

2. As of November 14, 2006, CEG indirectly owns 100% of Constellation Holdings, Inc. ("CHI"). At the closing of the Offering, CHI will contribute $8.0 million to the Issuer in exchange for all of the Issuer's Class D limited liability company interests.

	/s/ Felix Dawson, Constellation Energy Group, Inc. - Senior Vice President	11/14/2006
	/s/ Felix Dawson, Constellation Energy Partners Holdings, LLC - Co-President and Co-Chief Executive Officer	11/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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