CENTRAL MAINE POWER CO
U-3A-2, 1995-02-24
ELECTRIC SERVICES
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               UNITED STATES SECURITIES AND EXCHANGE
                             COMMISSION
                        Washington, DC 20549

                            FORM U-3A-2

                                                  File No. 69-198



   Statement by Holding Company Claiming Exemption Under Rule
   U-3A-2 from the Provisions of the Public Utility Holding
   Company Act of 1935

                    CENTRAL MAINE POWER COMPANY

   hereby files with the Securities and Exchange Commission,
   pursuant to Rule 2, its statement claiming exemption as a
   holding company from the provisions of the Public Utility
   Holding Company Act of 1935, and submits the following
   information:

        1.  Central Maine Power Company (Central Maine) is a
   Maine corporation with its principal office at 83 Edison
   Drive, Augusta, Maine  04336.

        Central Maine is principally engaged in the generation,
   transmission, distribution and sale of electric energy in the
   State of Maine, and serves more than 500,000 customers in
   southern and central Maine.

        Central Securities Corporation (Central Securities), a
   wholly-owned subsidiary of Central Maine, is a Maine
   corporation with its office at 83 Edison Drive, Augusta, Maine 
   04336.  The business of Central Securities is limited to the
   ownership of certain real estate within Central Maine's
   service area.

        Cumberland Securities Corporation (Cumberland
   Securities), a wholly-owned subsidiary of Central Maine, is a
   Maine corporation with its office at 83 Edison Drive, Augusta,
   Maine  04336.  The business of Cumberland Securities is
   limited to the ownership of certain real estate within Central
   Maine's service area.

        Kennebec Water Power Company (Kennebec Water Power) is a
   Maine corporation with its principal office at 83 Edison
   Drive, Augusta, Maine  04336.  Central Maine owns 24.8% of the
   voting control of Kennebec Water Power, whose business is to
   regulate and improve the flow of the Kennebec River.  Kennebec
   Water Power owns storage dams at the East and West Outlets of
   Moosehead Lake in Maine.

        The Union Water-Power Company (Union Water-Power), a
   wholly-owned subsidiary of Central Maine, is a Maine
   corporation with its principal office at 83 Edison Drive,
   Augusta, Maine  04336.  The business of Union Water-Power is
   to own storage reservoirs and dams on the headwaters of the
   Androscoggin River, and dams and canals on the Androscoggin
   River in Lewiston, where it sells water for power, as well as<PAGE>


   to provide real estate management and other related services
   to Central Maine.  Effective January 1, 1995, Union Water-
   Power, through a joint operating agreement with Kennebec Water
   Power, assumed a large part of Kennebec Water Power's river-
   flow responsibilities with respect to the Kennebec River. 
   Union Water-Power also provides utility facilities locating
   services for contracting parties.  In addition, Union
   Water-Power has leased one of its dam sites to an unaffiliated
   party which has developed on the site a "qualifying facility"
   exempt from the Public Utility Holding Company Act of 1935
   under Rule 292.602 of the Federal Energy Regulatory Commission
   promulgated pursuant to Section 210 of the Public Utility
   Regulatory Policies Act of 1978 (PURPA).

        Union Water-Power also owns 25% of the voting stock of
        Androscoggin Reservoir Company (Androscoggin), a Maine
        corporation with its principal office at 83 Edison Drive,
        Augusta, Maine  04336.  The business of Androscoggin is
        to own a storage reservoir and dam on the headwaters of
        the Androscoggin River.  Androscoggin has leased its dam
        site to an unaffiliated party which has similarly
        developed on the site a "qualifying facility" exempt
        under PURPA.

        Kennebec Hydro Resources, Inc. (Kennebec Hydro), a
   wholly-owned subsidiary of Central Maine, is a Maine
   corporation with its principal office at 83 Edison Drive,
   Augusta, Maine  04336.  Kennebec Hydro is the general partner
   and owns a 50% interest in The Merimil Limited Partnership,
   which owns a "qualifying facility" under PURPA, with otherwise
   unaffiliated limited partners.

        Maine Yankee Atomic Power Company (Maine Yankee) is a
   Maine corporation with its principal office at 83 Edison
   Drive, Augusta, Maine  04336, formed for the purpose of
   constructing, owning and operating a nuclear electric
   generating plant at Wiscasset, Maine.  (See Files No. 70-4419,
   No. 70-4657, No. 70-4658, No. 70-4976, No. 70-5101, No.
   70-5269, No. 70-5804, No. 70-6862, No. 70-7165, No. 70-7627,
   No. 70-7638, No. 70-7702, No. 70-7780, No. 70-7783, No.
   70-7899, No. 70-8313 and No. 70-8493.)  Central Maine owns 38%
   of the common stock of Maine Yankee.  The New England utility
   company sponsors are obligated under power contracts to
   purchase the entire output of the plant.

        Maine Electric Power Company, Inc. (MEPCo.) is a Maine
   corporation with its principal office at 83 Edison Drive,
   Augusta, Maine  04336, which owns and operates a 345-KV
   transmission interconnection between Wiscasset, Maine and the
   Maine-New Brunswick international border at Orient, Maine,
   where its lines connect with that portion of the
   interconnection constructed in the province of New Brunswick,
   Canada, by The New Brunswick Power Corporation.  (See File No.
   70-4798.)  Central Maine owns 78.3% of MEPCo.'s common stock. 
   The voting stock of MEPCo. is owned by Maine electric utility
   companies which, with other New England utility companies,
   participate in the purchase and sale of power through  power
   purchase agreements with New Brunswick.  MEPCo. also owns and
   operates certain equipment, including microwave communication
   facilities in connection with the Hydro-Quebec Phase II (Phase<PAGE>


   II) project described in the next paragraph hereof.  The costs
   relating to these facilities are ultimately being borne by the
   Phase II Participants.

        NORVARCO, a wholly-owned subsidiary of Central Maine, is
   a Maine corporation with its principal office at 83 Edison
   Drive, Augusta, Maine 04336.  NORVARCO is one of two general
   partners with 50% interests in Chester SVC Partnership, a
   general partnership with its principal office at 83 Edison
   Drive, Augusta, Maine 04336, which owns a static var
   compensator facility (the "SVC Facility") located in Chester,
   Maine, adjacent to MEPCo.'s 345-KV transmission
   interconnection with New Brunswick, Canada.  The SVC Facility
   provides necessary transmission system reinforcements which
   support the Phase II transmission line expansion constructed
   for New England Hydro-Transmission Corporation in New
   Hampshire and which allow the Phase II facilities to operate
   at their maximum capability while MEPCo. continues to maintain
   the full operating capability of its interconnection with New
   Brunswick.

        Gulf Island Pond Oxygenation Project (Gulf Island) is a
   Maine general partnership with its principal office at 83
   Edison Drive, Augusta, Maine 04336, whose business is to
   operate and maintain an oxygenation facility at Gulf Island
   Pond on the Androscoggin River in Greene, Maine.  Central
   Maine holds a 14% interest in the partnership.

        Integrated Resource Management Services (Integrated
   Resource), a wholly-owned subsidiary of Central Maine, is a
   Maine corporation with its principal office at 83 Edison
   Drive, Augusta, Maine 04336.  The business of Integrated
   Resource is to provide consulting, research and information
   services for parties other than Central Maine in such areas as
   demand-side energy management, least-cost planning and
   international public utility consulting services to foreign
   utilities.

        Aroostook Valley Electric Company (AVEC), a wholly-owned
   subsidiary of Central Maine, is a Maine corporation with its
   office at 83 Edison Drive, Augusta, Maine 04336.  The business
   of AVEC is to own and operate a 33-megawatt wood-fired
   generating plant in Fort Fairfield, Maine, the output of which
   is sold to Central Maine.

        Neither Central Securities, Cumberland Securities,
   Kennebec Water Power, Union Water-Power, Androscoggin,
   Kennebec Hydro, Gulf Island nor Integrated Resource is a
   public utility.

        Neither Yankee Atomic Electric Company, Connecticut
   Yankee Atomic Power Company, nor Vermont Yankee Nuclear Power
   Corporation, corporations which own nuclear generating
   facilities, are subsidiaries of Central Maine, as Central
   Maine owns, and expects to continue to own, less than 10% of
   the voting stock of each company.  On February 26, 1992, the
   Board of Directors of Yankee Atomic Electric Company (Yankee
   Atomic) decided to permanently discontinue power operation at
   the Yankee Atomic Plant in Rowe, Massachusetts, and to
   decommission that facility.<PAGE>


        In addition, Central Maine owns a 2.50% interest as a
   tenant in common in Millstone No. 3 nuclear unit in Waterford,
   Connecticut.  The unit is operated by Northeast Utilities.

        Central Maine holds no interest, directly or indirectly,
   in any exempt wholesale generator (EWG) or foreign utility
   company.

        2.  At December 31, 1994, Central Maine operated 29
   hydro-electric generating stations of which 28 are owned and
   one is leased, and owned and operated one steam generating
   plant and three internal combustion generating plants, all
   within its service area within the State of Maine.  Central
   Maine also owns approximately 2,296 circuit-miles of overhead
   transmission lines, 18,770 pole-miles of overhead distribution
   lines, and 1,212 miles of underground and submarine cable, all
   within its service area within the State of Maine.

        MEPCo. owns a 345-KV transmission line between Wiscasset,
   Maine, and the Maine-New Brunswick international border at
   Orient, Maine.

        Maine Yankee owns a nuclear-powered generating plant at
   Wiscasset, Maine.

        NORVARCO has a 50% interest in a static var compensator
   facility at Chester, Maine.

        AVEC owns a 33-megawatt wood-fired generating plant at
   Fort Fairfield, Maine.


        3.  Central Maine submits the following information with
   respect to it and its subsidiary public utility companies for
   the calendar year 1994:

   A.   Central Maine Power Company

        (a) 10,624,872,420  Kwh of electric energy sold.

        (b) None            Kwh of electric energy distributed
                            outside of Maine (State where
                            organized).

        (c) 1,444,548,427   Kwh of electric energy sold at
                            wholesale outside of Maine or at the
                            State line:

                            Massachusetts Municipal Wholesale
                             Electric Company           1,230,169
                            New England Power Company  21,028,000
                            New England Power Pool    243,218,200
                            Northeast Utilities       584,625,000
                            North American Energy
                             Conservation             573,710,000
                            Central Vermont Public 
                             Service Corporation       20,737,058<PAGE>


        (d) 1,266,524,867   Kwh of electric energy purchased
                            outside of Maine or at the State
                            line:

                            Connecticut Yankee Atomic 
                             Power Company            228,104,925
                            Vermont Yankee Nuclear
                             Power Corporation        154,968,632
                            EUA Power Corporation      79,451,810
                            New England Power Pool    780,152,140
                            Hydro-Quebec                  272,360
                            Northeast Utilities        23,575,000

   B.   Maine Electric Power Company, Inc.

        (a) 1,084,102,000   Kwh of electric energy sold.

        (b) None            Kwh of electric energy distributed
                            outside of Maine (State where
                            organized).

        (c) 66,724,000      Kwh of electric energy sold at
                            wholesale outside of Maine or at the
                            State line.

        (d) 1,084,102,000   Kwh of electric energy purchased
                            outside of Maine or at the State
                            line.

   C.   Maine Yankee Atomic Power Company

        (a) 6,621,502,620   Kwh of electric energy sold.

        (b) None            Kwh of electric energy distributed
                            outside of Maine (State where
                            organized).

        (c) None            Kwh of electric energy sold at
                            wholesale outside of Maine or at the
                            State line.

        (d) None            Kwh of electric energy purchased
                            outside of Maine or at the State
                            line.

   D.   NORVARCO

        NORVARCO does not purchase or sell electric energy.


   E.   Aroostook Valley Electric Company

        (a) 42,094,851      Kwh of electric energy sold.

        (b) None            Kwh of electric energy distributed
                            outside of Maine (State where
                            organized).<PAGE>


        (c) None            Kwh of electric energy sold at
                            wholesale outside of Maine or at the
                            State line.

        (d) None            Kwh of electric energy purchased
                            outside of Maine or at the State
                            line.



   4.   Not applicable, as Central Maine holds no interest,
   directly or indirectly, in any EWG or foreign utility company.<PAGE>


                            EXHIBIT A-1

        Exhibit A-1 includes corporate consolidating financial
   statements of Central Maine for 1994.  The consolidated column
   is as it appears in Central Maine's Annual Report to
   Shareholders for that year.


                            EXHIBIT A-2

        Exhibit A-2 includes (1) a table showing, for 1994, the
   ratio of subsidiary utility revenues to the utility revenues
   of the holding company (Central Maine) as a public-utility
   company; (2) unconsolidated financial statements which include
   the capitalization of Central Maine at December 31, 1994; (3)
   financial statements which include the capitalization of Maine
   Yankee at December 31, 1994; (4) financial statements which
   include the capitalization of MEPCo. at December 31, 1994; (5)
   financial statements which include the capitalization of
   NORVARCO at December 31, 1994; (6) financial statements which
   include the capitalization of AVEC at December 31, 1994; (7) a
   table showing, for 1994, the non-public utility subsidiaries
   Total Revenues and Total Assets.

                             EXHIBIT B

        Financial Data Schedule.

                             EXHIBIT C

        Not applicable.

        Central Maine has caused this statement to be duly
   executed on its behalf by its authorized officer on this 24th
   day of February, 1995.


                            CENTRAL MAINE POWER COMPANY


                           By                    /S/ R. S. Howe
                           Comptroller

   CORPORATE SEAL
   Attest:

                                               /S/ Anne M. Pare
                           Assistant Secretary

   Name, title and address of officers to whom notices and
   correspondence concerning this statement should be addressed.

   Robert S. Howe, Comptroller       William M. Finn,
   Central Maine Power Company       Secretary and Clerk
   83 Edison Drive                   Central Maine Power Company
   Augusta, ME  04336                83 Edison Drive
                                     Augusta, ME  04336<PAGE>
<TABLE>
 <S>                                                <C>                <C>         <C>           <C>         <C>       <C>

                                                           Central Maine Power Company
                                                              STATEMENT OF EARNINGS
                                                       For the Year Ended December 31, 1994
                                                 (Dollars in Thousands Except Per Share Amounts)

                                                                       Maine
                                                      Central     Electric Power
                                                    Maine Power      Company,          Inter-Company
                                                       Company          Inc.            Eliminations          Minority
                                                                                    DEBIT        CREDIT       Interest      Total 

 ELECTRIC OPERATING REVENUES                          $899,637         $24,746     $19,500       $           $           $904,883
 OPERATING EXPENSES
   Fuel Used for Company Generation                     14,783                                                             14,783

   Purchased Power
     Energy                                            427,681          22,017                   18,824                   430,874
     Capacity                                           77,745              30                                             77,775
   Other Operation                                     153,742             634                      676                   153,700
   Maintenance                                          32,600             220                                             32,820
   Depreciation and Amortization                        54,609           1,383                                             55,992

   Taxes
     Federal and State Income                           28,271              29                                             28,300
     Taxes Other Than Income                            25,271             241                                             25,512
        Total Operating Expenses                       814,702          24,554                   19,500                   819,756
 EQUITY IN EARNINGS OF ASSOCIATED COMPANIES              5,191                          82                                  5,109
 OPERATING INCOME                                       90,126             192      19,582       19,500                    90,236
 OTHER INCOME (EXPENSE)
   Allowance for Equity Funds Used During 
   Construction                                            807                                                                807
   Other, Net                                         (105,129)             19                                           (105,110)
   Minority Interest in Consolidated Net Income                                                               23              (23)
   Income Taxes Applicable to Other Income
   (Expense)                                            42,443                                                             42,443
        Total Other Income (Expense)                   (61,879)             19                                23          (61,883)
 INCOME BEFORE INTEREST CHARGES                         28,247             211      19,582       19,500       23           28,353
 INTEREST CHARGES
   Long-Term Debt                                       46,107             106                                             46,213
   Other Interest                                        5,887                                                              5,887
   Allowance for Borrowed Funds Used During
   Construction                                           (482)                                                              (482)
        Total Interest Charges                          51,512             106                                             51,618

 NET INCOME (LOSS)                                     (23,265)            105      19,582       19,500       23          (23,265)
   Dividends on Preferred Stock                         10,511                                                             10,511
 EARNINGS (LOSS) APPLICABLE TO COMMON STOCK          $( 33,776)        $   105     $19,582      $19,500      $23        $( 33,776)
 WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON
 STOCK OUTSTANDING                                  32,442,408           8,785                                         32,442,408

 EARNINGS (LOSS) PER SHARE OF COMMON STOCK          $(1.04)            $12.00                                             $(1.04)   
 DIVIDENDS DECLARED PER SHARE OF COMMON STOCK        $0.90             $12.00                                              $0.90 <PAGE>
</TABLE>
<TABLE>
  <S>              <C>           <S>          <C>                 <C>           <C>           <C>               <C>     <C>

                                                           Central Maine Power Company
                                                                  BALANCE SHEET
                                                               at December 31, 1994
                                                              (Dollars in Thousands)

             ASSETS                              Central           Maine             Inter-Company
                                               Maine Power      Electric Power        Eliminations
                                                  Company           Co. Inc.                                   Minority
                                                                                    DEBIT        CREDIT        Interest  Total   
  ELECTRIC PROPERTY, at Original Cost         $1,556,533          $23,099       $             $                 $       $1,579,632
  Less:  Accumulated Depreciation                501,182           20,463                                                  521,645
    Electric Property in Service               1,055,351            2,636                                                1,057,987

  Construction Work in Progress                   13,647                                                                    13,647
  Net Nuclear Fuel                                 2,181                                                                     2,181
    Net Electric Property                      1,071,179            2,636                                                1,073,815

 INVESTMENTS IN ASSOCIATED COMPANIES, at
  Equity                                          50,289                                         687                        49,602
    Net Electric Property and Investments
    in Associated Companies                    1,121,468            2,636                        687                     1,123,417
  CURRENT ASSETS

    Cash and Temporary Cash Investments           57,589              523                                                   58,112
    Accounts Receivable
      Service - Billed                            81,073              216                                                   81,289
              - Unbilled                          38,153                                                                    38,153

      Other Accounts Receivable                   11,909            2,418                      2,239                        12,088
      Prepaid Income Taxes                        28,060                8                                                   28,068
    Inventories, at Average Cost

      Fuel Oil                                     4,113                                                                     4,113
      Materials and Supplies                      13,026                                                                    13,026
    Funds on Deposit with Trustee                 27,820                                                                    27,820
    Prepayments and Other Current Assets           9,196              141                                                    9,337

         Total Current Assets                    270,939            3,306                      2,239                       272,006
  DEFERRED CHARGES AND OTHER ASSETS
    Recoverable Costs of Seabrook 1 and
    Abandoned Projects, Net                      101,976                                                                   101,976
    Yankee Atomic Purchased-Power Contract        38,777                                                                    38,777
    Regulatory Assets-Deferred Taxes             233,022              212                                                  233,234

    Deferred Charges and Other Assets            276,181              416                                                  276,597
         Total Deferred Charges and Other
         Assets                                  649,956              628                                                  650,584
            TOTAL ASSETS                      $2,042,363           $6,570       $             $2,926            $       $2,046,007<PAGE>
</TABLE>
<TABLE>
    <S>                                              <C>                <C>        <C>           <C>            <C>     <C>
                                                           Central Maine Power Company
                                                                  BALANCE SHEET
                                                               at December 31, 1994
                                                              (Dollars in Thousands)

                                                                        Maine          Inter-Company
                                                        Central      Electric Power     Eliminations        
                                                      Maine Power      Company,
                                                         Company           Inc.                                Minority
  STOCKHOLDERS' INVESTMENT AND LIABILITIES                                            DEBIT       CREDIT       Interest      Total 

  CAPITALIZATION

    Common Stock Investment                          $  491,323         $  878     $20,270       $19,583        $(191)  $  491,323
    Preferred Stock                                      65,571                                                             65,571

    Redeemable Preferred Stock                           80,000                                                             80,000

    Long-Term Obligations                               637,111          1,730                                             638,841
      Total Capitalization                            1,274,005          2,608      20,270        19,583         (191)   1,275,735

      CURRENT LIABILITIES AND INTERIM FINANCING

    Interim Financing                                    63,000                                                             63,000
    Other Current Liabilities

      Sinking Fund Requirements                           1,720            860                                               2,580

      Accounts Payable                                   97,476          2,539       2,215                                  97,800
      Dividends Payable                                   9,927             26          21                                   9,932

      Accrued Interest                                   14,087             15                                              14,102

      Miscellaneous Current Liabilities                  10,297             50           3                        191       10,535
         Total Other Current Liabilities                133,507          3,490       2,239                        191      134,949

         Total Current Liabilities and Interim
         Financing                                      196,507          3,490       2,239                        191      197,949

  COMMITMENTS AND CONTINGENCIES

  RESERVES AND DEFERRED CREDITS
    Accumulated Deferred Income Taxes                   348,037            250                                             348,287

    Unamortized Investment Tax Credits                   34,079             88                                              34,167

    Yankee Atomic Purchased-Power Contract               38,777                                                             38,777
    Regulatory Liabilities-Deferred Taxes                53,937                                                             53,937

    Other Reserves and Deferred Credits                  97,021            134                                              97,155

      Total Reserves and Deferred Credits               571,851            472                                             572,323
         TOTAL STOCKHOLDERS' INVESTMENT AND
         LIABILITIES                                 $2,042,363         $6,570     $22,509       $19,583         $      $2,046,007<PAGE>
</TABLE>
                            EXHIBIT A-2


    Attached hereto, as Exhibit A-2, are the following:

    A-2(1).  A table showing, for 1994, the ratio of subsidiary
   utility revenues to the utility revenues of the holding
   company (Central Maine) as a public-utility company;

    A-2(2).  Central Maine:  unconsolidated financial statements
   which include the capitalization at December 31, 1994;

    A-2(3).  Maine Yankee:  financial statements which include
   the capitalization at December 31, 1994;

    A-2(4).  MEPCo.:  financial statements which include the
   capitalization at December 31, 1994;

    A-2(5).  NORVARCO:  financial statements which include the
   capitalization at December 31, 1994;

    A-2(6).    AVEC:  financial statements which include the
   capitalization at December 31, 1994;

    A-2(7).  A table showing, for 1994, the non-public utility
   subsidiaries Total Revenues and Total Assets.<PAGE>
                           EXHIBIT A-2(1)


    The following shows actual corporate revenues of Maine
   Yankee, MEPCo., NORVARCO and AVEC in 1994, each adjusted to
   eliminate sales to Central Maine Power Company.  Central Maine
   Power Company also had sales to these subsidiaries during the
   year which have been eliminated in the adjusted column.  In
   1994, actual and adjusted electric revenues for these
   companies were:


                                (Dollars in Thousands)

                                 Actual       Adjusted

    Maine Yankee             $  173,857     $  108,737
    MEPCo.                       24,746          5,411

    NORVARCO                          4              4

    AVEC                          1,571          -    
       Sub Total                200,178        114,152

    Central Maine               899,637        897,614


                             $1,099,815     $1,011,766


    Subsidiary revenues from sales, other than to Central Maine,
   were about $114 million, or 13% of Central Maine's adjusted
   revenues.  This ratio is acceptable and supports Central
   Maine's claim, in good faith, to its continuing exemption
   pursuant to Rule 2.<PAGE>
<TABLE>
     <S>                                                            <C>
                             Central Maine Power Company
                         UNCONSOLIDATED STATEMENT OF EARNINGS
                         For the Year Ended December 31, 1994
                   (Dollars in Thousands Except Per Share Amounts)

     ELECTRIC OPERATING REVENUES                                      $899,637

     OPERATING EXPENSES

       Fuel Used for Company Generation                                 14,783

       Purchased Power
          Energy                                                       427,681

          Capacity                                                      77,745

       Other Operation                                                 153,742

       Maintenance                                                      32,600
       Depreciation and Amortization                                    54,609

       Taxes

          Federal and State Income                                      28,271

          Taxes Other Than Income                                       25,271
             Total Operating Expenses                                  814,702

     EQUITY IN EARNINGS OF ASSOCIATED COMPANIES                          5,191

     OPERATING INCOME                                                   90,126

     OPERATING INCOME (EXPENSE)

       Allowance for Equity Funds Used During Construction                 807
       Other, Net                                                     (105,129)

       Income Taxes Applicable to Other

       Income (Expense)                                                 42,443

             Total Other Income (Expense)                              (61,879)
     INCOME BEFORE INTEREST CHARGES                                     28,247

     INTEREST CHARGES

       Long-Term Debt                                                   46,107

       Other Interest                                                    5,887
       Allowance for Borrowed Funds Used During Construction              (482)

             Total Interest Charges                                     51,512

     NET INCOME (Loss)                                                 (23,265)

       Dividends on Preferred Stock                                     10,511
     EARNINGS (LOSS) APPLICABLE TO COMMON STOCK                      $( 33,776)

     WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING  32,442,408

     EARNINGS (LOSS) PER SHARE OF COMMON STOCK                         $(1.04)   
                                                                                 <PAGE>

     DIVIDENDS DECLARED PER SHARE OF COMMON STOCK                      $.90      <PAGE>
</TABLE>
<TABLE>
    <S>              <C>
                             Central Maine Power Company
                         UNCONSOLIDATED STATEMENT OF EARNINGS
                                 at December 31, 1994
                                (Dollars in Thousands)


                                 ASSETS

    ELECTRIC PROPERTY, at Original Cost                             $1,556,533

    Less:  Accumulated Depreciation                                    501,182
       Electric Property in Service                                  1,055,351

    Construction Work in Progress                                       13,647
    Net Nuclear Fuel                                                     2,181
       Net Electric Property                                         1,071,179

    INVESTMENTS IN ASSOCIATED COMPANIES, at Equity                      50,289
       Net Electric Property and Investments in Associated Companies 1,121,468

    CURRENT ASSETS
       Cash and Temporary Cash Investments                              57,589

       Accounts Receivable
         Service - Billed                                               81,073
                - Unbilled                                              38,153

         Other Accounts Receivable                                      11,909
         Prepaid Income Taxes                                           28,060

       Inventories, at Average Cost
         Fuel Oil                                                        4,113

         Materials and Supplies                                         13,026
       Funds on Deposit with Trustee                                    27,820

       Prepayments and Other Current Assets                              9,196
            Total Current Assets                                       270,939
    DEFERRED CHARGES AND OTHER ASSETS

       Recoverable Costs of Seabrook 1 and Abandoned Projects, Net     101,976

       Yankee Atomic Purchased-Power Contract                           38,777

       Regulatory Assets-Deferred Taxes                                233,022

       Deferred Charges and Other Assets                               276,181
         Total Deferred Charges and Other Assets                       649,956

            TOTAL ASSETS                                            $2,042,363<PAGE>
</TABLE>

                             Central Maine Power Company
                         UNCONSOLIDATED STATEMENT OF EARNINGS
                                 at December 31, 1994
                                (Dollars in Thousands)


    STOCKHOLDERS' INVESTMENT AND LIABILITIES

    CAPITALIZATION (See Separate Statement)

      Common Stock Investment                              $  491,323
      Preferred Stock                                          65,571

      Redeemable Preferred Stock                               80,000

      Long-Term Obligations                                   637,111

        Total Capitalization                                1,274,005

    CURRENT LIABILITIES AND INTERIM FINANCING

      Interim Financing                                        63,000
      Other Current Liabilities

        Sinking Fund Requirements                               1,720

        Accounts Payable                                       97,476

        Dividends Payable                                       9,927

        Accrued Interest                                       14,087

        Miscellaneous Current Liabilities                      10,297
           Total Other Current Liabilities                    133,507

           Total Current Liabilities and Interim Financing    196,507

    COMMITMENTS AND CONTINGENCIES

    RESERVES AND DEFERRED CREDITS

      Accumulated Deferred Income Taxes                       348,037
      Unamortized Investment Tax Credits                       34,079

      Yankee Atomic Purchase-Power Contract                    38,777

      Regulatory Liabilities-Deferred Taxes                    53,937

      Other Reserves and Deferred Credits                      97,021

        Total Reserves and Deferred Credits                   571,851

           TOTAL STOCKHOLDERS' INVESTMENT AND LIABILITIES  $2,042,363<PAGE>
<TABLE>
        <S>            <C>                      <S>        <C>           <C>
                             Central Maine Power Company
           UNCONSOLIDATED STATEMENT OF CAPITALIZATION AND INTERIM FINANCING
                                 at December 31, 1994
                                (Dollars in Thousands)


                                                            Amount   Percent
      CAPITALIZATION
      Common Stock Investment:
        Common Stock, Par Value $5 Per Share-

          Authorized - 80,000,000 Shares
          Outstanding - 32,442,752 Shares                  $  162,214
        Other Paid-In Capital                                 275,627
        Retained Earnings                                      53,482          
                                                                               
                                                                               

             Total Common Stock Investment                    491,323     36.7%
      Preferred Stock:
        Preferred Stock - Not Subject to                       65,571      4.9
        Mandatory Redemption
        Redeemable Preferred Stock - Subject                   80,000      6.0
        to Mandatory Redemption

      Long-Term Obligations:
        Mortgage Bonds                                        432,500
        Less:  Unamortized Debt Discount                        1,990
             Total Mortgage Bonds                             430,510

        Medium-Term Notes                                     127,000
        Less:  Unamortized Debt Discount                           17
             Total Medium-Term Notes                          126,983

        Other Long-Term Obligations:
        Lease Obligations                                      39,159
        Pollution Control Facility and Other Notes             97,179
          Total Other Long-Term Obligations                   136,338

          Less:  Current Sinking Fund Requirements             56,720
          and Current Maturities
          Total Long-Term Obligations                         637,111     47.7
          Total Capitalization                              1,274,005     95.3
      INTERIM FINANCING

          Short-Term Obligations                                8,000
          Current Maturities of Long-Term Obligations          55,000
               Total Interim Financing                         63,000      4.7
               Total Capitalization and Interim Financing  $1,337,005    100.0%<PAGE>
</TABLE>
                          Maine Yankee Atomic Power Company

                                STATEMENT OF EARNINGS
                         For the Year Ended December 31, 1994
                   (Dollars in Thousands Except Per Share Amounts)

      ELECTRIC OPERATING REVENUES                                   $173,857

      OPERATING EXPENSES
        Fuel

          Amortization                                                19,936

          Disposal Cost                                                7,698

        Operation                                                     70,838
        Maintenance                                                   16,579

        Depreciation                                                  17,379

        Decommissioning                                               13,444
        Taxes

          Federal and State Income                                      (135)

          Local Property                                              11,895
            Total Operating Expenses                                 157,634

      OPERATING INCOME                                                16,223

      OTHER INCOME (EXPENSE)
        Allowance for Equity Funds Used During Construction               70

        Other, Net                                                     5,304
      INCOME BEFORE INTEREST CHARGES                                  21,597
      INTEREST CHARGES

        Long-Term Debt                                                 8,458
        Fuel Disposal Liability                                        4,320
        Fuel Financing Notes                                             300
        Other Interest Charges                                           116

        Allowance for Borrowed Funds Used During Construction            (84)
          For Nuclear Fuel                                               (86)
            Total Interest Charges                                    13,024

      NET INCOME                                                       8,573
        Dividends on Preferred Stock                                   1,559
      EARNINGS APPLICABLE TO COMMON STOCK                           $  7,014

      SHARES OF COMMON STOCK OUTSTANDING                             500,000

      EARNINGS PER SHARE OF COMMON STOCK                            $  14.03  
      DIVIDENDS DECLARED PER SHARE OF COMMON STOCK                  $  14.35  <PAGE>
                          Maine Yankee Atomic Power Company

                                    BALANCE SHEET
                                 at December 31, 1994
                                (Dollars in Thousands)
                                        ASSETS



      ELECTRIC PROPERTY, at Original Cost                            $401,092

        Less:  Accumulated Depreciation and Amortization              192,293
                                                                      208,799

        Construction Work in Progress                                   4,996

          Net Electric Property                                       213,795

      NUCLEAR FUEL, at Original Cost
        Nuclear Fuel in Reactor                                        82,834

        Nuclear Fuel - Spent                                          363,985

        Nuclear Fuel - Stock                                           31,668
                                                                      478,487

        Less Accumulated Amortization                                 437,523

                                                                       40,964
        Nuclear Fuel in Process                                            61

          Net Nuclear Fuel                                             41,025

          Net Electric Property and Nuclear Fuel                      254,820
      CURRENT ASSETS

        Cash and Cash Equivalents                                          37

        Restricted Cash                                                 1,684
        Accounts Receivable                                            17,918

        Materials and Supplies, at Average Cost                        12,712

        Prepayments                                                     6,599
          Total Current Assets                                         38,950

      DEFERRED CHARGES AND OTHER ASSETS

        Trust Funds
          Fuel Disposal                                                93,910

          Plant Decommissioning                                       108,678

        Accumulated Deferred Income Tax Assets                         27,694
        Regulatory Asset - DOE Decontamination and Decommissioning
        Fee                                                            20,283

        Other Deferred Charges and Other Assets                         5,575

          Total Deferred Charges and Other Assets                     256,140

                                                                     $549,910<PAGE>
                          Maine Yankee Atomic Power Company

                                    BALANCE SHEET
                                 at December 31, 1994
                                (Dollars in Thousands)
                       STOCKHOLDERS' INVESTMENT AND LIABILITIES



      CAPITALIZATION (See Separate Statement)

        Common Stock Investment                                   $ 67,494
        Redeemable Preferred Stock                                  19,200

        Long-Term Debt                                              96,666

          Total Capitalization                                     183,360
      LONG-TERM FUEL DISPOSAL LIABILITY                            107,825

      NUCLEAR FUEL FINANCING NOTES                                  22,000

      CURRENT LIABILITIES
        Notes Payable to Banks                                       1,710

        Current Sinking Fund Requirements                            7,267

        Accounts Payable                                            13,089
        Fuel Disposal Cost Payable                                   1,704

        Dividends Payable                                            2,165
        Accrued Interest and Taxes                                   1,270

        Other Current Liabilities                                    2,005

          Total Current Liabilities                                 29,210
      COMMITMENTS AND CONTINGENCIES

      RESERVES AND DEFERRED CREDITS

        Plant Decommissioning Reserve                              109,962
        Deferred Credits

          Accumulated Deferred Income Tax Liabilities               57,196

          DOE Decontamination and Decommissioning Fee               17,084
          Regulatory Liability - Income Taxes                       11,480

          Unamortized Investment Tax Credits                         6,740

          Unamortized Gains on Reacquired Debt                       3,052
          Other Deferred Credits                                     2,001

            Total Reserves and Deferred Credits                    207,515
                                                                  $549,910<PAGE>
<TABLE>
        <S>         <C>                                               <C>
                          Maine Yankee Atomic Power Company

                             STATEMENT OF CAPITALIZATION
                                 at December 31, 1994
                                (Dollars in Thousands)



      COMMON STOCK INVESTMENT

        Common Stock, $100 Par Value, 500,000
         Shares Authorized and Outstanding                             $ 50,000

        Other Paid-in Capital                                           16,641

        Capital Stock Expense                                             (434)
        Gain on Redemption of Preferred Stock                            1,112

        Premiums on Preferred Stock                                         71

        Retained Earnings                                                  104
                                                                        67,494

      REDEEMABLE PREFERRED STOCK

        7.48% Series, $100 Par Value-Authorized 60,000 Shares;
        Outstanding 48,000 Shares                                        4,800
        8% Series, $100 Par Value-Authorized 200,000 Shares;
        Outstanding 150,000 Shares                                      15,000

                                                                        19,800
        Less:  Current Sinking Fund Requirements                           600

                                                                        19,200

      LONG-TERM DEBT 
        First Mortgage Bonds

          Series D - 8.79 % due May 1, 2002                             40,000

          Series E - 8.13 % due May 1, 2008                             40,000
          Series F - 6.89 % due May 1, 2008                             23,333

                                                                       103,333

          Less:  Current Sinking Fund Requirements                       6,667


                                                                        96,666
        Total Capitalization                                          $183,360<PAGE>
</TABLE>
                          Maine Electric Power Company, Inc.

                                 STATEMENT OF INCOME
                         For the Year Ended December 31, 1994
                   (Dollars in Thousands Excepts Per Share Amounts)

      ELECTRIC OPERATING REVENUES

        Sales for Resale                                             $22,047
        Transmission Revenues                                          2,128

        Support Charges and Other                                        571

            Total Electric Operating Revenues                         24,746
      OPERATING EXPENSES

        Purchased Power                                               22,047
        Operation                                                        634

        Maintenance                                                      220

        Depreciation                                                   1,383
        Taxes

          Federal and State Income                                        29

          Local Property and Other                                       241
            Total Operating Expenses                                  24,554

      OPERATING INCOME                                                   192

      OTHER INCOME, NET                                                   19
      INCOME BEFORE INTEREST CHARGES                                     211

      INTEREST CHARGES
        Long-Term Debt                                                   106

        Allowance for Borrowed Funds Used During Construction          -    

              Total Interest Charges                                     106
      NET INCOME                                                    $    105

      WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING    8,785

      EARNINGS PER SHARE OF COMMON STOCK                              $12.00
      DIVIDENDS DECLARED PER SHARE OF COMMON STOCK                    $12.00<PAGE>
                          Maine Electric Power Company, Inc.
                                    BALANCE SHEET
                                 at December 31, 1994
                                (Dollars in Thousands)

                                        ASSETS
      ELECTRIC PROPERTY, at Original Cost                            $23,099
        Less:  Accumulated Depreciation                               20,463

                                                                       2,636
        Construction Work in Progress                                   -   
          Electric Property, Net                                       2,636
      CURRENT ASSETS
        Cash                                                              33
        Temporary Cash Investments, at Cost Which Approximates Market
        Value                                                            490

        Accounts Receivable - Associated Companies                     2,282
                              - Other                                    352
                              - Prepaid Income Taxes                       8
        Other Current Assets                                             141
          Total Current Assets                                         3,306
      DEFERRED CHARGES AND OTHER ASSETS                                  416
      REGULATORY ASSET-Deferred Taxes                                    212
          Total Deferred Charges and Other Assets                        628
                                                                     $ 6,570
                       COMMON STOCK INVESTMENT AND LIABILITIES

      CAPITALIZATION
        Common Stock Investment
          Common Stock, $100 Par Value, Authorized 20,000 Shares,
          Outstanding 8,785 Shares                                  $    878

          Retained Earnings                                             -   

            Total Common Stock Investment                                878
        Long-Term Debt, net of current portion                         1,730

            Total Capitalization                                       2,608

      CURRENT LIABILITIES
        Accounts Payable - Associated Companies                          124

                          - Other                                         92

        Current Portion of Long-Term Debt                                860
        Dividends Payable                                                 26

        Accrued Purchased Power                                        2,323

        Refund Due Participants                                           43
        Accrued Interest and Other                                        22

            Total Current Liabilities                                  3,490

      DEFERRED CREDITS 
        Accumulated Deferred Income Taxes                                250

        Unamortized Investment Tax Credits                                88

        Unamortized Gain on Reacquired Debt                               93
        Other Deferred Credits                                            41

            Total Deferred Credits                                       472

                                                                      $6,570<PAGE>
                                       NORVARCO
                      Statement of Income and Retained Earnings
                         For the Year Ended December 31, 1994
                                (Dollars in Thousands)


      Support Charges Chester SVC                 $  4

      Administrative Expenses                        4
      Income Tax Expense                           629

        Total Operating Expenses                   633

      Net Operating Income (Loss)                 (629)

      Interest Income                               27
        Total Income                              (602)

      Retained Earnings-Beginning of the Year      115

      Retained Earnings-End of the Year          $(487)<PAGE>
                                       NORVARCO
                                    Balance Sheet
                                 at December 31, 1994
                                (Dollars in Thousands)


                                        ASSETS

      Current Assets
        Cash                                                       $    4

        Temporary Cash Investments                                    715

        Accounts Receivable

          Associated Companies                                          1
        Interest Receivable                                             8

          Total Current Assets                                        728

      Deferred Income Taxes                                            18
                                                                     $746

                       STOCKHOLDER'S INVESTMENT AND LIABILITIES

      Capitalization
        Common Stock, $100 Par Value Outstanding, 5,000 Shares      $ 500

        Retained Earnings                                            (487)

      Total Common Stock Equity                                        13
      Current Liabilities

        Accounts Payable

          Central Maine Power Company
      Accrued Income Taxes                                            639

      Total Current Liabilities                                       639

      Accumulated Deferred Income Taxes                                94
                                                                    $ 746<PAGE>
                          Aroostook Valley Electric Company
                      Statement of Income and Retained Earnings
                   For the Period from Inception (October 11, 1994)
                              Through December 31, 1994
                                (Dollars in Thousands)


        

      ELECTRIC OPERATING REVENUES                                  $1,571

      OPERATING EXPENSES
       Fuel Costs                                                   1,008

       Operation                                                      257

       Maintenance                                                     41
       Depreciation                                                    40

       Taxes

         Federal and State Income                                      35
         Local Property and Other                                     146

      TOTAL OPERATING EXPENSES                                      1,527

      OPERATING INCOME                                                 44
      OTHER INCOME AND DEDUCTIONS                                       2

      NET INCOME                                                       46

      Retained Earnings-Beginning of Period                             0
      Dividends Declared                                                0

       RETAINED EARNINGS-END OF PERIOD                                $46

      WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK
      OUTSTANDING                                                  10,000

      EARNINGS PER SHARE OF COMMON STOCK                            $4.60      <PAGE>
                          Aroostook Valley Electric Company
                                    Balance Sheet
                                 at December 31, 1994
                                (Dollars in Thousands)

                                      ASSETS

      Property, Plant and Equipment                             $2,000
       Less:  Accumulated Depreciation                              40

                                                                 1,960

      Current Assets

       Cash                                                          1
       Accounts Receivable                                         522

       Fuel Stock                                                  226

       Fuel Stock Expense                                           10
       Plant Materials & Supplies                                   21

       Prepaid Expenses                                             43

         Total Current Assets                                      823
      Regulatory Asset                                               3

      Other Deferred                                                 8

       Total Deferred Assets                                        11
      TOTAL ASSETS                                              $2,794

                     STOCKHOLDER'S INVESTMENT AND LIABILITIES

      Capitalization
       Common Stock, $1 Par Value Outstanding, 10,000 Shares   $    10

       Additional Paid In Capital                                1,990

       Retained Earnings                                            46
      Total Common Stock Equity                                  2,046

      Current Liabilities

       Accounts Payable
         Trade                                                      97

         Associated Companies                                       23

         Fuel                                                      138
       Accrued Payroll                                              40

       Accrued Property Taxes                                      412

       Accrued Income Taxes                                         45

      Total Current Liabilities                                    755
      COMMITMENTS AND CONTINGENCIES

      Regulatory Liability                                           3

      Accumulated Deferred Taxes                                   (10)<PAGE>

      Total Deferred Liabilities                                    (7)

         TOTAL STOCKHOLDERS' INVESTMENT AND LIABILITIES
          AND LIABILITIES                                       $2,794<PAGE>
                           Non-Public Utility Subsidiaries
                                         1994



                                                  Total           Total
                                                Revenues         Assets

                                                 (Dollars in Thousands)
     Central Securities                         $   114       $  1,657

     Cumberland Securities                           32          2,275

     Kennebec Water Power                           418            329

     Union Water-Power                            2,365          4,754
     Androscoggin                                   891            781

     Kennebec Hydro                               2,824          7,590

     Gulf Island                                    512          1,345
     1Integrated Resources                            4            151

       Total                                     $7,160        $18,882<PAGE>

<TABLE> <S> <C>

<ARTICLE> OPUR3
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                               2,046,007
<TOTAL-OPERATING-REVENUES>                     904,883
<NET-INCOME>                                  (23,265)
        

</TABLE>


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