CENTRAL MAINE POWER CO
U-1/A, 1998-08-07
ELECTRIC SERVICES
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                                File No. 70-9183

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        PRE-EFFECTIVE AMENDMENT NO. 4 TO

                                    FORM U-1

                           APPLICATION AND DECLARATION

                                    UNDER THE

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

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

                                 CMP GROUP, INC.
                           CENTRAL MAINE POWER COMPANY
                                 83 Edison Drive
                              Augusta, Maine 04336
                  ---------------------------------------------
                  (Name of companies filing this statement and
                     address of principal executive offices)

                                      None
                  ---------------------------------------------
                     (Name of top registered holding company
                     parent of each applicant or declarant)

                                 CMP Group, Inc.
                           Central Maine Power Company
                                c/o Anne M. Pare
                         Corporate Counsel and Secretary
                           Central Maine Power Company
                                 83 Edison Drive
                              Augusta, Maine 04336
                  ---------------------------------------------
                     (Name and address of agent for service)

                  The Commission is requested to mail copies of
                   all orders, notices and communications to:

                         E. Ellsworth McMeen, III, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                          New York, New York 10019-4513


     The Form U-1  Application and  Declaration in this  proceeding,  originally
filed with the Commission on March 4, 1998,  and amended on June 11, 1998,  July
8, 1998, and August 6, 1998, is hereby amended to the extent indicated below.


Item 6.   The following exhibit is filed herewith.

D-4A      Response letter relating            Filed herewith.
          to the FERC Order.


                                   SIGNATURES

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935,  the  undersigned   companies  have  duly  caused  this   application  and
declaration  to be signed  on their  behalf by the  undersigned  thereunto  duly
authorized.

Date:  August 7, 1998                    CMP GROUP, INC.


                                         By:  /s/ Anne M. Pare
                                            ----------------------------------
                                            Name:  Anne M. Pare
                                            Title:  Treasurer, Corporate
                                                    Counsel and Secretary


Date:  August 7, 1998                    CENTRAL MAINE POWER COMPANY


                                         By:  /s/ Anne M. Pare
                                            ----------------------------------
                                            Name:  Anne M. Pare
                                            Title:  Corporate Counsel and
                                                    Secretary

                                                                    Exhibit D-6A


             [Letterhead of LeBoeuf, Lamb, Greene & MacRae, L.L.P.]


                                        July 20, 1998


VIA HAND DELIVERY

David P. Boergers
Acting Secretary
Federal Energy Regulatory Commission
888 First Street, N.E.
Washington, DC  20426

     Re:  Central Maine Power Company
          Docket No. EC98-36-000

Dear Secretary Boergers:

     On April 3, 1998,  Central Maine Power Company  ("Central  Maine") filed an
applpication requesting that the Commission approve its corporate reorganization
to form a holding company structure.  On July 16, 1998, the Commission issued an
Order Conditionally Authorizing Proposed Corporate Reorganization (the "Order").
In the Order,  the  Commission  conditioned  its  approval  of  Central  Maine's
proposed  holding company  formation on Central Maine's agreeing to abide by the
Commission's  policies  with  respect to  intra-corporate  transactions,  if the
Securities and Exchange Commission were to determine that the holding company is
a registered  holding  company under the Public Utility  Holding  Company Act of
1935, as amended (the "1935 Act"). In paragraph (E) of the Commission's  orders,
the  Commission  required  Central  Maine to inform it with 15 days  whether the
condition is acceptable.

     Central Maine accepts the Commission's  condition.  Central Maine continues
to expect  that the holding  company (to be named "CMP Group,  Inc.") will be an
exempt holding company under the 1935 Act. However,  if CMP Group, Inc., becomes
a registered  holding company under the 1935 Act, Central Maine hereby agrees to
abide  by  the   Commission's   policies   with  respect  to  intra-   corporate
transactions.

     The  Commission  also required that Central Maine submit its accounting for
the creation of the holding  company  within six months of the completion of the
reorganization. Central Maine acknowledges this requirement and will submit such
accounting within six months of the creation of the holding company.

     Please direct any questions regarding the above to the undersigned.

                                        Respectfully submitted,


                                        /s/ H. Liza Moses
                                        H. Liza Moses
                                        LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                                        Tel: (212) 424-8224
                                        Fax: (212) 424-8500

                                        Attorney for Central Maine Power Company


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