CENTRAL MAINE POWER CO
10-Q, 1994-05-13
ELECTRIC SERVICES
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                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.  20549
                                      FORM 10-Q

          (Mark One)
             
          X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended           March 31, 1994          

                                          OR

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

          For the transition period from                 to                

          Commission file number  1-5139                                   

                              CENTRAL MAINE POWER COMPANY                  
                (Exact name of registrant as specified in its charter)

                Incorporated in Maine                       01-0042740     
          (State or other jurisdiction of               (I.R.S. Employer
           incorporation or organization)               Identification No.)

                Edison Drive, Augusta, Maine                    04336      
          (Address of principal executive offices)           (Zip Code)

                                     207-623-3521                          
                 (Registrant's telephone number including area code)

                                                                           
          (Former name, former address and former fiscal year, if changed
           since last report.)

               Indicate by check mark whether the registrant (1) has filed
          all reports required to be filed by Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months
          (or for such shorter period that the registrant was required to
          file such reports), and (2) has been subject to the filing
          requirements for at least the past 90 days.

                                 Yes   X    No      

               Indicate the number of shares outstanding of each of the
          issuer's classes of Common Stock, as of the latest practicable
          date.

                                                  Shares Outstanding
                     Class                        as of May 9, 1994

          Common Stock, $5 Par Value                 32,442,752
<PAGE>




                             Central Maine Power Company

                                        INDEX



                                                                            
                                                               Page No.

          Part I.  Financial Information

             Consolidated Statement of Earnings for the
              Three Months Ended March 31, 1994 and 1993            1

             Consolidated Balance Sheet - March 31, 1994 and
              December 31, 1993:
                 Assets                                             2
                 Stockholders' Investment and Liabilities           3

             Consolidated Statement of Cash Flows for the
              Three Months Ended March 31, 1994 and 1993            4

             Notes to Consolidated Financial Statements             5

             Management's Discussion and Analysis of Financial
              Condition and Results of Operations                  11


          Part II.  Other Information                              16  
<PAGE>


                             PART I - FINANCIAL INFORMATION
      Item 1.  Financial Statements
                              Central Maine Power Company
                           CONSOLIDATED STATEMENT OF EARNINGS
                                      (Unaudited)
                    (Dollars in Thousands Except Per Share Amounts)
<TABLE>
      <S>                                                  <C>        <C>
                                                                 For the Three
                                                                 Months Ended
                                                                   March 31,  
                                                                1994       1993

      ELECTRIC OPERATING REVENUES                            $241,026   $236,021
      OPERATING EXPENSES
        Fuel Used for Company Generation                        5,388      3,654

        Purchased Power
           Energy                                             122,932    109,193
           Capacity                                            15,070     19,647
        Other Operation                                        36,952     34,558
        Maintenance                                             7,050      6,476
        Depreciation and Amortization                          13,881     13,107
        Federal and State Income Taxes                          8,328     10,307
        Taxes Other Than Income Taxes                           6,672      7,360
               Total Operating Expenses                       216,273    204,302
      EQUITY IN EARNINGS OF ASSOCIATED COMPANIES                1,480      1,579
      OPERATING INCOME                                         26,233     33,298
      OTHER INCOME (EXPENSE)

        Allowance for Equity Funds Used During Construction       221        473
        Other, Net                                             (4,357)       918
        Income Taxes Applicable to Other Income (Expense)       1,512       (394)
               Total Other Income (Expense)                    (2,624)       997
      INCOME BEFORE INTEREST CHARGES                           23,609     34,295
      INTEREST CHARGES
        Long-Term Debt                                         11,120     11,192
        Other Interest                                          1,207      1,798
        Allowance for Borrowed Funds Used During
        Construction                                             (134)      (268)
               Total Interest Charges                          12,193     12,722
      NET INCOME                                               11,416     21,573
      DIVIDENDS ON PREFERRED STOCK                              2,628      2,268
      EARNINGS APPLICABLE TO COMMON STOCK                    $  8,788   $ 19,305


      WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 32,441,356 31,348,321


      EARNINGS PER SHARE OF COMMON STOCK                        $0.27      $0.62 
      DIVIDENDS DECLARED PER SHARE OF COMMON STOCK             $0.225      $0.39 


       
     The accompanying notes are an integral part of these financial statements.
</TABLE>

                                          -1-  
<PAGE>


                             Central Maine Power Company
                              CONSOLIDATED BALANCE SHEET
                                (Dollars in Thousands)

<TABLE>
      <S>              <C>  <S>                          <C>         <C>
                                                        March 31,     Dec. 31,
                                                           1994         1993  
                                                       (Unaudited)        
                                        ASSETS

      ELECTRIC PROPERTY, at Original Cost                $1,557,652  $1,564,875

        Less: Accumulated Depreciation                      495,309     503,280
            Electric Property in Service                  1,062,343   1,061,595
        Construction Work in Progress                        14,576      19,689
        Net Nuclear Fuel                                      1,599       1,822
            Net Electric Property and Nuclear Fuel        1,078,518   1,083,106

      INVESTMENTS IN ASSOCIATED COMPANIES, at Equity         47,579      47,452
            Net Electric Property, Nuclear Fuel and
            Investments in Associated Companies           1,126,097   1,130,558

      CURRENT ASSETS                                    
        Cash and Temporary Cash Investments                  48,107       1,956
        Accounts Receivable, Less Allowance for
        Uncollectible Accounts of $2,245 in 1994 and
        $2,704 in 1993

          Service - Billed                                   92,729      83,330
                  - Unbilled                                 59,334      67,022
          Other Accounts Receivable                           9,561      10,651
        Prepaid Income Taxes                                   -          1,335
        Undercollected Retail Fuel Costs                     45,976      84,708
        Inventories, at Average Cost                                 
          Fuel Oil                                            5,144       6,939
          Materials and Supplies                             14,627      14,430
        Funds on Deposit With Trustee                        27,758      27,758
        Prepayments and Other Current Assets                  6,764       8,008

              Total Current Assets                          310,000     306,137


      DEFERRED CHARGES AND OTHER ASSETS
        Recoverable Costs of Seabrook 1 and Abandoned
        Projects, Net                                       108,326     110,443
        Regulatory Assets-Deferred Taxes                    238,576     237,387
        Yankee Atomic Purchase Power Contract                31,463      32,775
        Other Deferred Charges and Other Assets             181,883     187,562
            Deferred Charges and Other Assets, Net          560,248     568,167

              TOTAL ASSETS                               $1,996,345  $2,004,862


      The accompanying notes are an integral part of these financial statements.
</TABLE>

                                         -2-  
<PAGE>



                             Central Maine Power Company
                             CONSOLIDATED BALANCE SHEET
                               (Dollars in Thousands)

<TABLE>
        <S>                                            <C>         <C>

                                                        March 31,    Dec. 31,
                                                           1994        1993  
                                                       (Unaudited)
                                                                          
                      STOCKHOLDERS' INVESTMENT AND LIABILITIES

      CAPITALIZATION

        Common Stock Investment                        $  555,787  $  553,389
        Preferred Stock                                    65,571      65,571
        Redeemable Preferred Stock                         80,000      80,000
        Long-Term Obligations                             590,894     581,844
              Total Capitalization                      1,292,252   1,280,804

      CURRENT LIABILITIES AND INTERIM FINANCING
        Interim Financing                                  48,500      68,500
        Sinking Fund Requirements                           3,290       3,421
        Accounts Payable                                   95,237      94,417
        Dividends Payable                                   9,932       9,468
        Accrued Interest                                    7,944      12,680

        Accrued Income Taxes                                2,058       -    
        Miscellaneous Current Liabilities                  12,421      13,137
              Total Current Liabilities and Interim
              Financing                                   179,382     201,623

      COMMITMENTS AND CONTINGENCIES

      RESERVES AND DEFERRED CREDITS
        Accumulated Deferred Income Taxes                 344,410     341,349
        Unamortized Investment Tax Credits                 36,275      36,679
        Regulatory Liabilities-Deferred Taxes              51,158      49,734
        Yankee Atomic Purchase Power Contract              31,463      32,775
        Other Reserves and Deferred Credits                61,405      61,898
              Total Reserves and Deferred Credits         524,711     522,435


                TOTAL STOCKHOLDERS' INVESTMENT AND
                LIABILITIES                            $1,996,345  $2,004,862




      The accompanying notes are an integral part of these financial statements.
</TABLE>




                                         -3-  
<PAGE>
                                 Central Maine Power Company
                            CONSOLIDATED STATEMENT OF CASH FLOWS
                                         (Unaudited)
                                   (Dollars in Thousands)
                                          (Note 1)
<TABLE>
             <S>                     <C>                     <C>        <C>
                                                                  For the Three
                                                                   Months Ended
                                                                    March 31,  
                                                                 1994     1993

           CASH FROM OPERATIONS
             Net Income                                      $ 11,416   $ 21,573
             Items Not Requiring (Not Providing) Cash:
               Depreciation and Amortization                   17,880     15,397

               Deferred Income Taxes and Investment Tax
               Credits, Net                                     2,454      1,016
               Allowance for Equity Funds Used During
               Construction                                      (221)      (473)
             Changes in Certain Assets and Liabilities:
               Accounts Receivable                               (621)   (16,602)
               Other Current Assets                             1,244      3,558
               Inventories                                      1,598        622
               Retail Fuel Costs                               38,732     38,367
               Accounts Payable                                 3,856     (5,167)
               Accrued Interest                                (4,736)    (1,154)
               Accrued Income Taxes                             3,393      8,822
               Miscellaneous Current Liabilities                 (716)       483
             Deferred Energy Management Costs                  (1,200)    (1,689)
             Maine Yankee Outage Accrual                       (2,207)    (2,126)
             Other, Net                                         4,754      1,282
                   Net Cash Provided By Operating Activities   75,626     63,909
           INVESTING ACTIVITIES
               Construction Expenditures                       (6,883)   (11,073)
               Changes in Accounts Payable - Investing
               Activities                                      (3,036)    (4,901)
                   Net Cash Used by Investing Activities       (9,919)   (15,974)
           FINANCING ACTIVITIES
             Issuances:                                              
               Common Stock                                       927      6,303

               Mortgage Bonds                                             75,000
               Medium Term Notes                                4,000
             Redemptions:                                            
               Short-Term Obligations, Net                    (15,000)   (52,500)
               Premium on Redemptions                                     (3,075)
               Preferred Stock                                            (7,125)
               Mortgage Bonds                                            (50,000)
             Dividends:
               Common Stock                                    (7,305)   (12,175)
               Preferred Stock                                 (2,178)    (2,479)
                   Net Cash Used by Financing Activities      (19,556)   (46,051)
                   Net Increase In Cash                        46,151      1,884
           CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD       1,956        926
                                                                        $  2,810            CASH AND CASH EQUIVALENTS, END OF PERIOD

          The accompanying notes are an integral part of these financial
          statements.
</TABLE>



                                             -4-  
<PAGE>


                             Central Maine Power Company

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          1. Summary of Significant Accounting Policies

             Certain information in footnote disclosures normally included
             in financial statements prepared in accordance with generally
             accepted accounting principles has been condensed or omitted
             in this Form 10-Q pursuant to the rules and regulations of
             the Securities and Exchange Commission.  However, the
             disclosures herein, when read with the Annual Report on Form
             10-K for the year ended December 31, 1993 (Form 10-K), are
             adequate to make the information presented herein not
             misleading.

             The consolidated financial statements include the accounts of
             Central Maine Power Company (the Company) and its 78
             percent-owned subsidiary, Maine Electric Power Company, Inc.
             (MEPCO).  The Company accounts for its investments in
             associated companies not subject to consolidation using the
             equity method.

             The Company's significant accounting policies are contained
             in Note 1 of Notes to Consolidated Financial Statements in
             the Company's Form 10-K.  For interim accounting periods the
             policies are the same.  The interim financial statements
             reflect all adjustments that are, in the opinion of
             management, necessary to a fair statement of results for the
             interim periods presented.  All such adjustments are of a
             normal recurring nature.  For purposes of the statement of
             cash flows, the Company considers all highly liquid
             instruments purchased having maturities of three months or
             less to be cash equivalents.

             Supplemental Cash Flow Disclosure - Cash paid for the three
             months ended March 31, 1994 and 1993 for interest, net of
             amounts capitalized, amounted to $15.8 million and $13.0
             million, respectively.  Income taxes paid amounted to $1.0
             million and $.8 million for the three months ended March 31,
             1994 and 1993, respectively.  The Company incurred no new
             capital lease obligations in either period.


          2. Commitments and Contingencies

             Legal and Environmental Matters - The Company is a party in
             legal and administrative proceedings that arise in the normal
             course of business.  In connection with one such proceeding,
             the Company has been named a potentially responsible party
             and has been incurring costs to determine the best method of
             cleaning up an Augusta, Maine, site formerly owned by a
             salvage company and identified by the Environmental
             Protection Agency (EPA) as containing soil contaminated by
             polychlorinated biphenyls (PCBs) from equipment originally
             owned by the Company.


                                         -5-  
<PAGE>


             In 1990, the Company and the EPA signed a negotiated consent
             agreement, which was entered as an order by the United States
             District Court for the District of Maine in 1991.  The
             agreement provided for studies, development of work plans,
             additional EPA review, and eventual cleanup of the site by
             the Company over a period of years, using the method and
             level of cleanup selected by the EPA.

             The Company has been investigating other courses of action
             that might result in lower costs, and, in March 1992,
             acquired title to the site to pursue the possibility of
             developing it in a manner that would not require the same
             method and level of cleanup currently provided in the
             agreement.  The Company also initiated a lawsuit against the
             original owners of the site and Westinghouse Electric Co.
             (Westinghouse), which had arranged for the equipment
             disposal, seeking contributions toward past and future
             cleanup costs.  On November 8, 1993, the United States
             District Court for the District of Maine rendered its
             decision in the suit, holding that Westinghouse was
             responsible for 41 percent of the necessary past and future
             cleanup costs and the former owners 12.5 percent, other than
             a small amount (less than 5 percent) of such costs not
             attributable to PCB's for which Westinghouse was not held
             responsible and the former owners were held responsible for
             33 percent.  The Court further concluded that the Company had
             incurred approximately $3.3 million to that point in costs
             subject to sharing among the parties.

             At the same time, the Company has been actively pursuing
             recovery of its costs through its insurance carriers and has
             reached agreement with one for recovering a portion of those
             costs.  It has also filed lawsuits seeking such recovery from
             other carriers.

             In August 1991, the Company requested permission from the
             Maine Public Utilities Commission (MPUC) to defer its
             cleanup-related costs, with accrued carrying costs, on the
             basis that such costs are allowable costs of service and
             should be recoverable in rates.  In August 1992, the MPUC
             issued an order authorizing the Company to defer direct costs
             associated with the site, incurred after August 9, 1991, with
             accrued carrying costs.  Approximately $1 million of costs
             incurred from August 9, 1991, to date have been deferred. 
             Such costs incurred before the request were charged to a $3-
             million reserve established in 1985.

             Initial tests on the site have been completed and more
             complex technological studies are still in progress.  Prior
             to the April 1994 change in the cleanup standard discussed
             below, the Company believed that its share of the remaining
             costs of the cleanup would total between $7 million and $11
             million, depending on the level of cleanup ultimately
             required and other variable factors.  Such estimate was net
             of the agreed insurance recovery and considered contributions
             from Westinghouse and the former owners, but excluded


<PAGE>                                         -6-  



             contributions from the insurance carriers the Company has
             sued, or any other third parties.  As a result, the Company
             recorded an estimated liability of $7 million and an equal
             regulatory asset, reflecting the anticipated ratemaking
             recovery of such costs when ultimately paid.

             On April 8, 1994, the EPA announced changes to the remedy it
             had previously selected, the principal change being to adjust
             the soil cleanup standard to ten parts per million from the
             one part per million established in the EPA's 1989 Record of
             Decision, on the part of the site where PCBs were found in
             their highest concentration.  The EPA stated that the purpose
             of adjusting the standard of cleanup was to accommodate the
             selected technology's current inability to eliminate PCBs and
             other chemical components on the site to the original
             standard.

             Because of the changes, the Company believes it is now more
             probable that its share of the remaining cleanup costs will
             total near the lower end of its previously estimated range of
             $7 million to $11 million, based on the selected cleanup
             method and the new standard, and considering the same third-
             party contributions as described above.  The Company cannot
             predict with certainty the level and timing of the cleanup
             costs, the extent they will be covered by insurance, or the
             ratemaking treatment of such costs, but believes it should
             recover substantially all of such costs through insurance and
             rates.  The Company also believes that the ultimate
             resolution of the legal and environmental proceedings in
             which it is currently involved will not have a material
             adverse effect on its financial condition.

             Power Purchase Contract Suit - In December 1992, the Company
             terminated a 30-year power-purchase contract with Caithness
             King of Maine Limited Partnership (Caithness) for the
             purchase of approximately 80 megawatts of electric power from
             a cogeneration project proposed for construction by Caithness
             at Topsham, Maine.  On March 17, 1993, after legal action was
             threatened against the Company by Caithness, the Company
             instituted a declaratory-judgment action against Caithness
             and certain affiliated entities in the United States District
             Court for the District of Maine seeking a judicial
             confirmation of its right to terminate the contract.  On
             April 15, 1993, Caithness filed its response to the action,
             including counterclaims alleging a breach of the contract by
             the Company, among other claims, and seeking damages
             estimated by Caithness to be in excess of $100 million or, in
             the alternative, reformation of the contract, and other legal
             relief.
            
             In January 1994, a termination-and-settlement agreement was
             reached between the parties, whereby Caithness would
             terminate the project and release all rights, claims,
             interests and entitlement thereunder, and the Company would
             pay Caithness $5 million in consideration.  



                                         -7-  
<PAGE>


             On April 4, 1994, the MPUC approved a stipulation in which
             the Company agreed not to seek recovery in rates of the costs
             incurred pursuant to the termination and buy-out of its
             purchased-power contract with Caithness.  As a result, $4.5
             million of costs not previously charged to expense were
             reflected as a reduction in other income (expense) during the
             first quarter of 1994.  See Note 3, "Regulatory Matters -
             Maine Public Utilities Commission," for further discussion of
             the stipulation.


          3. Regulatory Matters

             Maine Public Utilities Commission - On December 14, 1993, the
             MPUC issued its order in the Company's $83 million base-rate
             proceeding.  The MPUC's analysis indicated a need for
             additional revenues of $51.5 million, yet found the Company
             to be entitled to a net revenue increase of $26.2 million. 
             The Commission found a total cost of capital of 8.52 percent
             and a cost of equity of 10.05 percent, after deducting a one-
             half percent (.5%) return-on-equity penalty established by
             the MPUC in a 1993 investigation of the Company's management
             of certain independent-power-producer contracts as discussed
             below.  To arrive at its revenue-requirement conclusion, the
             MPUC deducted $25.3 million "to adjust for management
             inefficiency" after finding the Company's performance in the
             areas of management efficiency and cost-cutting to have been
             "inadequate." 

             The Company strongly disagreed with the MPUC's management-
             efficiency finding and with the resulting deduction of nearly
             one-half the revenue increase to which the Commission itself
             found the Company to be otherwise entitled using traditional
             ratemaking principles.  The Company filed an appeal of the
             base-rate order with the Maine Supreme Judicial Court (Law
             Court). 

             On April 4, 1994, the MPUC approved a stipulation supported
             by the Company and other parties to an earlier proceeding on
             independent-power-producer contracts and the Company's 1993
             base-rate case.  In the stipulation, the Company agreed to
             write-off $5 million in purchased-power costs, to be
             implemented through a one-time reduction in its deferred fuel
             cost balance and further agreed not to seek recovery in rates
             of the approximately $5.5 million (of which $4.5 million was
             deferred) in costs incurred in pursuing the termination and
             buy-out in January 1994 of its purchased-power contract with
             Caithness.  The Company also agreed to withdraw its appeal to
             the Law Court of the MPUC's October 1993 order in its power-
             contract investigation, which will have the effect of
             increasing the Company's annual base revenues by $4 million,
             the amount of the stayed one-half percent return-on-equity
             penalty, and to withdraw its appeal to the Law Court of the
             MPUC's December 1993 decision in the Company's base-rate
             case.



                                         -8-  

<PAGE>

             In return, the stipulation provides that the Company will be
             subject to no further prudence investigation, penalties or
             disallowances resulting from any actions prior to March 1,
             1994, in any respect in connection with the two contracts
             that were the subject of the MPUC's imprudence finding and
             the Caithness contract.  In the stipulation the parties also
             agreed that any further prudence investigation by the MPUC of
             the Company's administration of purchased-power contracts
             before April 4, 1994, would conclude with the issuance of a
             final MPUC order no later than October 1, 1994.  In addition,
             the stipulation provides, in the event any such further
             investigation occurs and the Company is found imprudent in
             the administration of purchased-power contracts, in no event
             will the Company be subject to a "disallowance or other
             financially adverse consequences" if the Company's financial
             condition is impaired to the extent such consequence, if
             imposed in 1994, would result in the Company's earned rate of
             return on common equity for the calendar year 1994 falling
             325 basis points below the 10.05-percent rate of return on
             common equity found reasonable by the MPUC in its December
             1993 base-rate decision, regardless of when such disallowance
             or adverse financial consequence is determined by the MPUC. 
             The stipulation also provides that the Company will not be
             held imprudent for any action necessary to conform to a
             standard of "commercial reasonableness" in contract
             administration.

             Finally, in addition to agreement on procedural matters, the
             stipulation contains an agreement that the Company will be
             subject to no further investigation, disallowance or other
             financially adverse consequence with respect to its
             administration of its "Capacity Deficiency Fund" and will not
             be required to flow through to ratepayers any amounts
             previously recorded to that fund.  That provision allowed the
             Company to reverse the $4.1 million charged against its
             deferred fuel-cost balance.

             The Company believes that the approval of the stipulation by
             the MPUC resolves or limits a number of complex issues that
             were posing significant risks to the Company and will allow
             it to continue its efforts to restructure high-cost purchased
             power contracts and work with the MPUC and other parties to
             formulate an appropriate rate-stability plan.

             Federal Energy Regulatory Commission - On August 2, 1991, the
             Federal Energy Regulatory Commission (FERC) issued an order
             requiring the Company to revise its rates to a level
             reflecting the filed cost of service associated with each of
             14 contracts for non-territorial sales, rather than the
             negotiated market-based levels.  On February 7, 1992, the
             Company filed a settlement agreement under which, upon
             approval by the FERC, the Company would be required to pay
             approximately $2.6 million in refunds and for which the
             Company had recorded a reserve of $4.5 million.  On April 17,
             1992, the FERC approved the settlement and made effective the
             rates and refund obligations submitted with the settlement. 


                                         -9-  

<PAGE>

             As a result, $1.9 million of the reserve was reversed and
             credited to income during the second quarter of 1992.

             After rejection by the FERC of the Company's continuing
             claims of disparate treatment based on its having been
             ordered to make refunds while several similarly situated
             utilities were not, on September 29, 1993, the FERC rescinded
             the Company's obligation to make refunds.  In making its
             decision, the FERC invoked its "equitable discretion" and
             agreed that, based on its having granted a general amnesty
             from refunds to other utilities, circumstances had changed so
             dramatically since its approval of the Company's 1992 refund
             settlement that it would be "unfair to continue to single out
             Central Maine for refunds."  The FERC order allowed the
             utilities that had shared the $2.6 million in refunds to
             repay the Company, with interest, over a 24-month period. 
             The Company recorded approximately $3.0 million of income
             during the third quarter of 1993, reflecting the refund
             including interest.

             The utility that had received the major share of the amount
             refunded by the Company requested reconsideration of the FERC
             rescission order.  In April, 1994, the FERC approved a
             settlement agreement filed by the Company and the utility
             that received the major share of the original amount refunded
             by the Company, which requires the Company to make cash
             payments of $.4 million and sales of system power at a
             discount to that utility.  A similar proposal is being
             negotiated with another party and, once it has been accepted,
             it will be filed with FERC for approval.  As a result of
             these negotiations the Company reflected approximately $.6
             million as a reduction in Electric Operating Revenues during
             the first quarter of 1994.

             Non-utility Generators - On April 15, 1994, the Governor of
             Maine signed into law a bill allowing the Finance Authority
             of Maine to borrow up to $100 million to lend to electric
             utilities for financing buy-outs or other changes in NUG
             contracts that would save money for customers.  The State
             agency's bonds, which do not pledge the full faith and credit
             of the state, would nevertheless be likely to bear lower
             interest rates than the bonds of the Company with its down-
             graded credit rating.  All agreements under the new law must
             be approved by the MPUC and must be completed by May 1, 1995. 
             The new law will be effective July 14, 1994.

             See Note 2, "Commitments and Contingencies - Power Purchase
             Contract Suit," for a discussion of the Company's action
             regarding the termination of one such contract.









                                         -10-  

<PAGE>

          Item 2: Management's Discussion and Analysis of Financial
                  Condition and Results of Operations

          Operating Results

          Operating revenues in the first quarter of 1994 totaled $241
          million, up 2.1 percent from $236 million in the first quarter of
          1993. Revenues reflect rate increases as a result of the 1993
          base rate case, fuel and Electric Revenue Adjustment Mechanism
          (ERAM) decisions and a stipulation approved by the Maine Public
          Utilities Commission (MPUC) in April 1994.

          The combination of weak sales due to economic and competitive
          pressures and a very disappointing and inadequate rate case
          decision in December 1993, cannot provide the Company any
          reasonable opportunity to achieve a level of 1994 earnings near
          the 1993 level or its currently allowed rate of 10.55 percent on
          common equity.  The reduction in the Company's earnings capacity
          for the near term takes into account the significant reductions
          in previously planned 1994 operation, maintenance and capital
          expenditures.

          The Company's financial objectives for 1994 and beyond include
          seeking cost reductions and cost control, risk reduction
          associated with purchased-power contract review proceedings,
          restructuring prices, achieving price flexibility to enhance its
          ability to compete for sales and seeking rate recovery of the
          costs of providing electric service.  The Company's ability to
          restore earnings to competitive levels and to improve overall
          financial health depends significantly on meeting these
          challenges.

          As discussed further in Note 3 to Consolidated Financial
          Statements "Regulatory Matters - Maine Public Utilities
          Commission," on April 4, 1994, the MPUC unanimously approved a
          negotiated settlement of a two-year-old dispute over the
          Company's administration of contracts with non-utility generators
          (NUGs). The stipulation requires a one-time $5 million write-off
          of unrecovered fuel costs, precludes recovery of $4.5 million of
          the costs of terminating the Caithness King NUG contract and
          permits retention of $4.1 million of payments associated with the
          capacity deficiency fund. As a result, first quarter 1994
          earnings reflect a net reduction of $4.5 million before taxes, or
          approximately $2.7 million or $0.08 per share after taxes.  Over
          the remainder of 1994, settlement of the one-half percent NUG
          penalty will provide about $3.1 million of additional revenues. 
          Cumulatively, the stipulation will result in a net reduction in
          earnings of $1.4 million before taxes, or approximately $800,000
          or $0.02 per share after taxes.

          The Company believes that the approval of the stipulation by the
          MPUC resolves or limits a number of complex issues that were
          posing significant risks to the Company and will permit it to
          continue its efforts to restructure high-cost power purchase
          contracts and work with the MPUC and other parties to formulate
          an appropriate rate-stability plan. 


                                         -11-  

<PAGE>

          Net Income was $11.4 million for the first quarter of 1994
          compared to $21.6 million for the corresponding period in 1993. 
          Earnings applicable to Common Stock were $8.8 million or $.27 per
          share for the first three months of 1994 compared to $19.3
          million or $.62 per share for the comparable period in 1993. 
          Weak sales due to economic and competitive pressures, the impact
          of a disappointing rate case decision in December 1993 and the
          recording of certain charges related to a settlement of the
          purchased-power contract investigation (as discussed above) were
          the primary contributors to the reduced earnings.

          Average shares outstanding increased due to the issuance of 1.1
          million shares since March 1993 through the Company's Dividend
          Reinvestment and Common Stock Purchase Plan.  Effective January
          1994, the Company elected the option under the Dividend
          Reinvestment and Common Stock Purchase Plan to purchase shares
          pursuant to the plan on the market, rather than issue new shares.

          Service-area sales of electricity totaled approximately 2.5
          billion kilowatt-hours for the three-month period ended March 31,
          1994, an increase of 0.1% compared to the first three months of
          1993.
<TABLE>
                        <S>         <C>       <C>         <C>
                 Service Area Kilowatt-hour Sales (Millions of KWHs)
                             Three Months Ended March 31,

                                      1994       1993  % Change


                        Residential   878.3     878.5      - %
                        Commercial    646.8     629.7     2.7
                        Industrial    916.3     930.8    (1.6)
                        Other          42.4      41.6     1.8
                                    2,483.8   2,480.6     0.1%
</TABLE>
          The changes in service area kilowatt-hour sales reflect the
          following:

             Kilowatt-hour sales to residential customers decreased
             slightly in the first quarter compared to 1993 despite
             colder weather during the 1994 billing period; usage per
             customer was down 1.0 percent, and a decline in the space
             and water heating subclass usage contributed to this
             decrease.

             Commercial sales increased by 2.7% from 1993 due primarily
             to an increase in the service sector usage while sales in
             the other sectors increased also.  Sales to the service
             sector comprise approximately 33% of the Company's
             commercial sales.

             Industrial kilowatt-hour sales decreased by 1.6% over 1993
             due primarily to decreased sales to the pulp and paper
             industry of 3.0%.  The primary factor in the decline in
             sales to this industry was higher than normal purchases in
             January 1993, and the addition of 10 megawatts of


                                         -12-  

<PAGE>

             generation by one customer in March 1993.  The pulp and
             paper industry accounts for approximately 60% of the
             industrial sales category.  A slight sales increase of
             1.4% occurred to all other industrial customers as a
             group. 

          The components of the change in electric operating revenues for
          the three-months ended March 31, 1994, as compared to the same
          period in 1993, are as follows:

<TABLE>
          <S>             <C>                <S>                                                                     <C>
                                                (Dollars in Thousands)

          Revenues from Kilowatt-hour Sales:
             Total Service-Area Base Revenue                                                                         $ 13,052
             Fuel Cost Recoveries                                                                                       9,844
             Non-Territorial Base Revenues                                                                                514
          Revenues from Kilowatt-hour Sales                                                                            23,410

          Other Operating Revenues:
             Electric Revenue Adjustment Mechanism          
               Including Revenue Adjustment-Tax
               Flowback                                                                                               (17,343)
             Other, including Maine Electric
               Power Company, Inc.                                                                                     (1,062)
          Total Change in Electric Operating Revenues                                                                $  5,005
</TABLE>
          Total service-area base revenues increased for the first quarter
          of 1994 reflecting slightly higher kilowatt-hour sales, the July
          1993 increase in rates to continue collection of accrued ERAM
          revenue and the annual rate increase of $26.2 million pursuant to
          the MPUC's base rate case decision effective December 1, 1993. 
          Fuel revenue increases reflect the increase discussed below
          relating to fuel used for company generated and purchased-power
          energy expense.  Other revenues reflect the elimination of ERAM
          accruals, effective December 1, 1993.  During the first quarter
          of 1993, the Company accrued approximately $13.5 million of
          unbilled ERAM revenues.

          MEPCO's electric sales and transmission revenues from New England
          utilities other than the Company (included in other operating
          revenues in the preceding table) amounted to $1.8 million and
          $1.2 million in the first quarters of 1994 and 1993,
          respectively.  Under a Participation Agreement that terminates in
          1996, all of MEPCO's costs, including a return on invested
          capital, are paid by the participating utilities (Participants),
          which include the Company and most of the larger New England
          electric companies.  The level of MEPCO's revenues and expenses
          changes depending upon the level of energy purchases by
          Participants.

          The Company's Fuel Used for Company Generation and Purchased
          Power-Energy expenses are recoverable through approved fuel
          tariffs while Purchased Power-Energy incurred by MEPCO is billed
          to MEPCO's Participants.  The Company's Fuel Used for Company
          Generation increased by $1.7 million in the first quarter of 1994
          over the first quarter of 1993.  Compared to 1993, total oil-


                                         -13-  

<PAGE>

          fired generation increased by 80% in the first quarter of 1994. 
          The quarterly increase is the result of the Company's W. F. Wyman
          oil-fired plant generating significantly more in the first
          quarter of 1994.   However, the cost of this generation on a per
          megawatt-hour basis was 15% lower as a result of decreases in the
          price of oil purchases.  The Company's Purchased Power-Energy
          expense increased by $13.7 million due to purchases from non-
          utility generators.  The cost of this energy on a per
          megawatt-hour basis increased 3.3% primarily due to pre-set
          pricing increases.

          On April 15, 1994, the Governor of Maine signed into law a bill
          allowing the Finance Authority of Maine to borrow up to $100
          million to lend to electric utilities for financing buy-outs or
          other changes in NUG contracts that would save money for
          customers.  The State agency's bonds, which do not pledge the
          full faith and credit of the state, would nevertheless be likely
          to bear lower interest rates than the bonds of the Company with
          its down-graded credit rating.  All agreements under the new law
          must be approved by the MPUC and must be completed by May 1,
          1995.  The new law will be effective July 14, 1994.

          Other Operation and Maintenance expenses increased by $3.0
          million compared to the first quarter of 1993 reflecting
          severance costs associated with restructuring plans in early
          1994, increases in expenses of the Electric Lifeline Program (the
          MPUC-mandated low income energy assistance program) and other
          planned cost increases.  Operation and maintenance expense in
          1993 reflects a $900,000 reimbursement of previously incurred
          legal costs.  Ongoing cost control activities are directed toward
          limiting growth in this area for the remainder of 1994.

          Federal and state income taxes fluctuate with the level of pre-
          tax earnings and the regulatory treatment of taxes by the MPUC. 
          This expense decreased as a result of lower pre-tax earnings in
          the first quarter of 1994.

          Allowance for Funds Used During Construction (AFC) (equity and
          borrowed) represented approximately 4.0% of Earnings Applicable
          to Common Stock for the three months ended March 31, 1994.

          Interest on long-term debt decreased slightly while other
          interest expense decreased as a result of lower levels of short-
          term borrowing outstanding during the first quarter of 1994
          combined with lower short-term interest rates.

          Liquidity and Capital Resources

          Approximately $31.5 million of cash was provided during the first
          quarter of 1994 from net income before non-cash items, primarily
          depreciation and amortization.  During such period, approximately
          $44.1 million of cash was provided by fluctuations in certain
          assets and liabilities and from other operating activities.

          During the first quarter of 1994, the Company reduced the level
          of short-term borrowing outstanding by $15 million.  Medium term


                                         -14-  

<PAGE>

          note activity provided a net $4 million in cash.  Dividends paid
          on common stock were $7.3 million, while preferred-stock
          dividends utilized $2.2 million of cash.

          Investing activities, primarily construction expenditures,
          utilized $9.9 million in cash during the first quarter of 1994
          for generating projects, transmission, distribution, and general
          construction expenditures.

          In order to accommodate existing and future loads on its electric
          system the Company is engaged in a continuing construction
          program.  The Company's plans for improvements and expansions,
          its load forecast and plans for the purchase of power are under a
          process of continuing review.  Actual construction expenditures
          will depend upon the availability of capital and other resources,
          load forecasts, customer growth and general business conditions.

          Current financing plans anticipate the issuance of a combination
          of long-term debt and medium-term notes during 1994 to meet
          capital and refunding needs.  However, the ultimate nature,
          timing and amount of financing for the Company's total
          construction programs, refinancing and energy-management capital
          requirements will be determined in light of market conditions,
          earnings and other relevant factors.

          To support its short-term capital requirements, the Company
          maintains lines of credit totaling $68 million and has an
          unsecured $50-million revolving credit agreement with several
          banks that can be used to support commercial paper borrowing or
          as short-term financing.  However, access to commercial paper
          markets has been substantially reduced, if not eliminated, as a
          result of the downgrading of the Company's credit ratings during
          1993.  Borrowing under lines of credit may be subject to more
          stringent terms and conditions in the future.  The amount of
          outstanding short-term borrowing will fluctuate with day-to-day
          operational needs, the timing of long-term financing, and market
          conditions.

          On April 6, 1994, Standard & Poor's Corp (S&P). revised its
          outlook on the Company's securities from "negative" to "stable"
          and affirmed its ratings on the Company's senior secured debt at
          "BB+", its senior unsecured debt at "BB-", its preferred stock at
          "B+" and its commercial paper at "B".  S&P cited the MPUC's April
          4, 1994 approval of the stipulation resolving uncertainty
          relating to purchased-power contract investigations as reasons
          for the revision.












                                         -15-  
<PAGE>


                             PART II - OTHER INFORMATION


          Item 1. Legal Proceedings


                  Environmental    Matters.    For    a    discussion    of
                  administrative   and  judicial   proceedings   concerning
                  cleanup of a site  containing soil contaminated  by PCB's
                  from equipment originally owned  by the Company, see Note
                  2,    "Commitments   and   Contingencies,"   "Legal   and
                  Environmental Matters,"  which is  incorporated herein by
                  reference.

                  Regulatory  Matters. For  a discussion  of certain  other
                  regulatory matters  affecting the  Company,  see Note  3,
                  "Regulatory  Matters," which  is incorporated  herein  by
                  reference.

          Item 2. through Item 5.  Not applicable

          Item 6. Exhibits and Reports on Form 8-K

                  (a)Exhibits.  None.

                  (b)Reports on Form 8-K.  The  Company filed the following
                  reports on Form 8-K during the  first quarter of 1994 and
                  thereafter to date:

                  Date of Report            Items Reported

                  January 5, 1994           Item 5

                  Lowering  of  debt  and  preferred  stock  ratings.    On
                  January 5, 1994, Standard  & Poor's Corp. ("S&P") removed
                  the  Company's  ratings  from  "CreditWatch" and  lowered
                  them.

                  Date of Report            Items Reported

                  January 13, 1994          Item 4 

                  Changes  in  Registrant's  Certifying   Accountant.    On
                  January 19, 1994, the Board of  Directors of the  Company
                  engaged  Coopers  & Lybrand  as  the Company's  principal
                  accountant  to   audit  the   Company's  1994   financial
                  statements.

                  January 13, 1994          Item 5 

                  (a) Debt  and preferred  stock ratings.   On January  13,
                  1994, Moody's  Investor Service  ("Moody's") lowered  its
                  ratings  on the Company's preferred  stock and short-term
                  debt and confirmed its  ratings on the  Company's General
                  and   Refunding  Mortgage  Bonds,  unsecured  medium-term
                  notes  and   pollution-control  revenue  bonds  and   the


                                         -16-  

<PAGE>

                  Company's  Securities  and  Exchange  Commission  "shelf"
                  registration.
           
                  (b)  Power purchase contract suit.  On  January 14, 1994,
                  the Company and Caithness  entered into a Termination and
                  Settlement  Agreement   under  which   the  Company  paid
                  Caithness a total of  $5 million, and  the parties agreed
                  to the termination of  the power-purchase contract and to
                  dismiss the suit and counterclaims.

                  Date of Report            Items Reported

                  February 3, 1994          Item 5

                  PUC motion on independent  power producer contracts.   On
                  February 3,  1994, the  MPUC  filed a  Motion to  Dismiss
                  with  the Maine Supreme  Judicial Court,  stating that by
                  Order   dated  February  3,  1994,   the  Commission  had
                  reopened and  reconsidered its October 28, 1993 decision.
                  On February  4,  1994,  the Chief  Justice of  the  Maine
                  Supreme  Judicial Court  declined  to dismiss  the appeal
                  and issued an Order  establishing March 17,  1994 as  the
                  date  for the  oral argument  of  the Motion  to  Dismiss
                  submitted by the MPUC.

                  Date of Report            Items Reported

                  April 4, 1994             Item 5

                  MPUC order on independent  power producer contracts.   On
                  April 4, 1994, the  MPUC approved a stipulation supported
                  by the Company  and other parties to an investigation  of
                  the Company's  administration of  certain power contracts
                  with non-utility generators and the Company's 1993  base-
                  rate case.

                  Date of Report            Items Reported

                  April 6, 1994             Item 5

                  (a) Debt  and Preferred Stock Ratings.  On April 6,  1994
                  S&P revised its outlook  on the Company's securities from
                  "negative"  to "stable" and  affirmed its  ratings on the
                  Company's  senior  secured  debt  at  "BB+",  its  senior
                  unsecured debt at "BB-", its preferred stock at "B+"  and
                  its commercial paper at "B".

                  (b)  Environmental Contingencies.   On April  8, 1994 the
                  Environmental  Protection Agency  (EPA) announced changes
                  to the remedy  it had previously selected to clean-up  an
                  Augusta,    Maine    site   identified    as   containing
                  polychlorinated  biphenyls.     The   new  soil   cleanup
                  standard was  adjusted from  ten parts  per million  from
                  the  one part per  million originally  established in the
                  EPA's 1989 Record of decision.



                                         -17-  

<PAGE>

                  As a  result of the changes,  the Company  believes it is
                  now  more  probable  that  its  share  of  the  remaining
                  cleanup  costs will  total  near  the  lower end  of  the
                  previously disclosed range of  $7 million to $11 million,
                  based  on  the  selected   cleanup  method  and  the  new
                  standard, and considering third-party contributions.




















































                                         -18-  
<PAGE>


                                      Signatures

          Pursuant  to the requirements  of the Securities  Exchange Act of
          1934, the registrant  has duly caused this report to be signed on
          its behalf by the undersigned thereunto duly authorized.

                                  CENTRAL MAINE POWER COMPANY
                                          (Registrant)



          Date:  May 13, 1994     /S/R. S. Howe                            
                                  R. S. Howe, Comptroller (Chief Accounting
                                  Officer)



                                  /S/D. E. Marsh                           
                                  David E. Marsh, Vice President, Corporate
                                  Services,  and  Chief  Financial  Officer
                                  (Principal  Financial  Officer  and  duly
                                  authorized officer)




































                                         -19-  
<PAGE>


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