CENTRAL MAINE POWER CO
8-K, 1994-01-27
ELECTRIC SERVICES
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                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                                       FORM 8-K


                                    CURRENT REPORT


                        Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934



 Date of Report (Date  of earliest event  reported): January  13, 1994



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




                   Maine             1-5139         01-0042740
          (State of Incorporation)   (Commission    (IRS Employer
                                     File Number)   Identification Number)




                          Edison Drive, Augusta, Maine 04336
                 (Address of principal executive offices) (zip code)



 Registrant's  telephone  number,  including  area  code:    (207) 623-3521 <PAGE>
 

          Item 1 through Item 3.  Not applicable.


          Item 4.  Changes in Registrant's Certifying Accountant.

          On January  19, 1994,  on recommendation  of the  Company's Audit
          Committee, which  had requested  proposals from  major accounting
          firms  consistent  with  its  policy  of  periodically  reviewing
          accounting services,  the  Board  of  Directors  of  the  Company
          engaged Coopers  & Lybrand as the  Company's principal accountant
          to audit the Company's 1994 financial statements.

          During 1991, the  Company was investigating a possible  change in
          the accounting treatment associated  with deferred investment tax
          credits.  After discussion with the predecessor auditors,  Arthur
          Andersen & Co., who disagreed  with the proposed accounting,  and
          with the Office  of the  Chief Accountant of  the Securities  and
          Exchange Commission, the Company abandoned any plans to make such
          a proposed change.

          During such period neither  the Company nor anyone on  its behalf
          consulted  Coopers &  Lybrand regarding  any matter  described in
          Item 304(a)(2) of Regulation S-K.


          Item 5.  Other Events.

          (a)   Debt and  preferred stock  ratings.   On January  13, 1994,
          Moody's Investor Service  ("Moody's") lowered its  rating on  the
          Company's preferred stock to "ba2" from "baa3" and its short-term
          debt  rating for the Company's commercial paper to "Prime-3" from
          "Prime-2".   At the same time Moody's confirmed its rating on the
          Company's  General   and  Refunding  Mortgage  Bonds  at  "Baa2",
          unsecured  medium-term notes and  pollution-control revenue bonds
          at "Baa3",  and the Company's Securities  and Exchange Commission
          "shelf" registration  for $150,000,000 of  General and  Refunding
          Mortgage Bonds at "(P)Baa2".

          Moody's stated that  the downgrades reflect  its "concerns  about
          declines  in   Central  Maine's   cash  position  and   financial
          flexibility and uncertainty about the extent to which legislative
          and regulatory efforts will result in more stable and predictable
          prices for electricity".  Moody's  added that its rating  actions
          also  reflect  "expectations   that  Central  Maine's   strategic
          response to an unsupportive  rate order last November will  allow
          the  company  to  maintain  an  acceptable  level  of   financial
          integrity".

          (b)  Power purchase  contract suit.  As previously  reported, the
          Company  and   Caithness  King  of   Maine  Limited   Partnership
          ("Caithness") have been engaged in a lawsuit in the United States
          District Court  for  the District  of  Maine over  the  Company's
          termination of a  contract for the  purchase of approximately  80
          megawatts of electric power from a cogeneration project  proposed
          for construction by  Caithness at  Topsham, Maine.   In the  suit
          Caithness  denied  the validity  of  the  termination and  sought
          damages  estimated by Caithness to  be in excess  of $100 million
          for breach of contract or, in the alternative, reformation of the
          contract, and other legal relief.

          On January 14,  1994, the  Company and Caithness  entered into  a
<PAGE>

          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.    The  contract  would  have  required
          payments by  the Company over the life  of the contract that were
          projected to be significantly higher than the Company's estimated
          avoided costs  and was therefore inconsistent  with the Company's
          program of pursuing terminations or other restructurings of high-
          cost power-purchase contracts. 


          Item 6 through Item 8.  Not applicable. 
<PAGE>

                                      SIGNATURE

                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



                                        By                            
                                                David E. Marsh
                                        Senior Vice President, Finance,
                                         and Chief Financial Officer

          Dated:  January 27, 1994 <PAGE>


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