CENTRAL MAINE POWER CO
U-3A-2, 1998-02-27
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 528,000 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 a 24.8% voting interest in 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
150 Main Street,  Lewiston, Maine 04240. The business of Union Water-Power is to
own storage  reservoirs,  dams and canals on the Androscoggin  River,  including
facilities in Lewiston, Maine, where it sells water for power. 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.  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.  Union  Water-Power also provides other river facilities  management
services,   including  the  management  of  an   oxygenation   facility  on  the
Androscoggin  River (see Gulf Island below) and fishways on the Saco River.  The
"On Target" division of Union Water-Power provides utility support services such
as underground  facility  locating,  infrared  photography and workorder  ticket
management. Union Water-Power also provides real estate management, development,
sales and leasing  through its UnionLand  Services  division and markets modular
homes through its Maine HomeCrafters division.

     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 an exempt "qualifying facility".

     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," with unaffiliated limited partners.

     Maine Yankee Atomic Power  Company  (Maine  Yankee) is a Maine  corporation
with its principal  office at Bailey Point Ferry Road,  Wiscasset,  Maine 04578,
formed for the purpose of constructing,  owning and operating a nuclear electric
generating plant at Wiscasset, Maine. Central Maine owns 38% of the common stock
of Maine Yankee. On August 6, 1997, the Board of Directors of Maine Yankee voted
to  cease  power  production  permanently  at  the  Maine  Yankee  plant  and to
decommission 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 the portion of the  interconnection  constructed in the province of
New Brunswick,  Canada,  by The New Brunswick Power  Corporation.  Central Maine
owns 78.3% of MEPCo.'s  common stock.  The remaining  voting stock of MEPCo.  is
owned by two  other  Maine  electric  utility  companies.  MEPCo.  also owns and
operates certain equipment,  including microwave  communication  facilities,  in
connection with the  Hydro-Quebec  Phase II (Phase II) project  described in the
next paragraph hereof.

     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.  The  oxygenation  facility  is operated by Union
Water-Power under an operating agreement with Gulf Island.

     CMP   International   Consultants  (CMP   International),   a  wholly-owned
subsidiary of Central Maine, is a Maine corporation with its principal office at
1 Grandview Place,  Winthrop,  Maine 04364. The business of CMP International is
to provide  consulting,  planning,  training and project management  services to
foreign and domestic  utilities and  government  agencies in various  aspects of
utility operations and utility support services.  CMP International's Center for
Energy  Information  division  provides  information  and research  services and
related  consulting.  E/PRO,  also a  division  of CMP  International,  provides
engineering, environmental, licensing and other technical services.

     Aroostook  Valley  Electric  Company (AVEC),  a wholly-owned  subsidiary of
Central Maine, is a Maine  corporation with its principal office at Cheney Grove
Road, Fort Fairfield,  Maine 04742. The business of AVEC is to own and operate a
31 megawatt wood-fired generating plant in Fort Fairfield,  Maine, the output of
which is sold to Central Maine.

     MaineCom Services (MaineCom),  a wholly-owned  subsidiary of Central Maine,
is a Maine corporation with its principal office at 41 Anthony Avenue,  Augusta,
Maine 04330. The business of MaineCom is to develop telecommunications  projects
and provide telecommunications  services.  MaineCom holds an 85% voting interest
in FiveCom,  Inc. MaineCom also holds a 66% voting interest in FiveCom Maine LLC
and a 40% voting interest in New England Fiber Communications LLC. FiveCom, Inc.
holds an 88% voting  interest in FiveCom LLC, which holds a 33% voting  interest
in  FiveCom  Maine LLC and a 60%  voting  interest  in NECOM  LLC.  All of these
entities are in the business of developing  telecommunications facilities in the
New England states.

     TeleSmart,  a  wholly-owned   subsidiary  of  Central  Maine,  is  a  Maine
corporation with its principal office at 81 Leighton Road, Augusta, Maine 04330.
The business of TeleSmart is to provide  customer contact  management  services,
including  collection and related  services,  to unrelated  third parties and to
Central Maine.

     Central  Securities,  Cumberland  Securities,  Kennebec Water Power,  Union
Water-Power,  Androscoggin,  Kennebec  Hydro,  Gulf Island,  CMP  International,
MaineCom and TeleSmart are not public utilities.  Because the Maine Yankee plant
has been permanently shut down, Maine Yankee is no longer a public utility under
the Public Utility Holding Company Act of 1935 ("PUHCA").

     Yankee Atomic Electric Company (Yankee Atomic),  Connecticut  Yankee Atomic
Power Company (Connecticut Yankee) and Vermont Yankee Nuclear Power Corporation,
corporations  which own nuclear generating  facilities,  are not 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 decided to discontinue permanently power operation at
the  Yankee  Atomic  Plant  in Rowe,  Massachusetts,  and to  decommission  that
facility.  On December 4, 1996,  the Board of  Directors of  Connecticut  Yankee
voted in favor of permanently  discontinuing  power operation at the Connecticut
Yankee plant in Haddam, Connecticut and of decommissioning that facility.

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

     On April 28,  1997,  Central  Maine  announced a plan to seek  proposals to
purchase  its  generating  assets and, as part of an auction  process,  received
final bids on December 10, 1997.  On January 6, 1998,  Central  Maine  announced
that it had reached agreement to sell all of its hydro, fossil and biomass power
plants with a combined generating capacity of 1,185 megawatts to an affiliate of
Florida-based FPL Group Inc., the winning bidder in the auction process.

     The hydropower  assets to be included in the sale  represent  approximately
373 megawatts of generating capacity.  Central Maine's fossil-fueled  generating
assets  included in the sale represent 781 megawatts.  The sole biomass plant is
the 31-megawatt unit in Fort Fairfield,  Maine,  owned by AVEC, whose stock will
be  transferred  to FPL  Group  Inc.  The sale is  subject  to  various  closing
conditions, including approvals of state and federal regulatory agencies.

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

     2.  At  December  31,  1997,   Central   Maine  leased  one  and  owned  30
hydro-electric  generating  stations  of which it  operated  29,  and  owned and
operated  two steam  generating  plant and two  internal  combustion  generating
plants,  all within its service  area within the State of Maine.  Central  Maine
also owns  approximately  2,293  circuit-miles of overhead  transmission  lines,
19,514 pole-miles of overhead distribution lines, and 1,384 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.
On August 6, 1997,  the Board of  Directors of Maine Yankee voted to cease power
production  permanently at the Maine Yankee plant and to decommission the plant.
(Permanently  shutdown  since August 6, 1997,  therefore,  not a public  utility
under PUHCA.)

     Chester SVC Partnership owns a static var compensator  facility at Chester,
Maine.

     AVEC owns a  31-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 1997:

A.   Central Maine Power Company
      (a)  9,730,580,420  Kwh of electric energy sold
      (b)      4,011,562  Kwh of electric energy distributed 
                          outside of Maine (State where organized)
      (c)                 372,387,960  Kwh of  electric  energy  sold  at
                          wholesale  outside  of  Maine  or at the  State
                          line:
                          Commonwealth Electric Company           2,250,000
                          Massachusetts Municipal
                           Wholesale Electric Company             3,923,611
                          New England Ventures, Inc.              8,140,560
                          ENRON Power Marketing, Inc.             8,859,180
                          Unitil                                 13,163,545
                          New England Power Pool                 53,705,930
                          Northeast Utilities                   282,345,134
      (d)  3,231,760,366  Kwh of electric energy purchased at
                          wholesale outside of Maine or at the
                          State line:
                          Hydro-Quebec                              268,600
                          NP Energy, Inc.                           283,000
                          Fitchburg Gas & Electric
                           Light Co.                                880,000
                          Tractabel Energy Marketing, Inc.        1,040,000
                          Green Mountain Power
                           Corporation                            2,335,000
                          Central Vermont Public
                           Service Co.                            3,449,000
                          New England Power Company              10,870,000
                          Niagara Mohawk Power Corp.             10,998,000
                          North American Energy
                           Conserv. Corp.                        19,435,000
                          Commonwealth Electric                  23,463,000
                          United Illuminating Co.                26,552,880
                          Plum St. Energy Marketing              32,226,000
                          Aquila Corp.                           43,800,000
                          New England Ventures, Inc.             51,260,000
                          Great Bay Power Corporation            81,418,685
                          U.S. Generating                       118,787,000
                          Vermont Yankee Nuclear Power
                           Corporation                          153,669,379
                          Federal Energy Sales, Inc.            174,077,000
                          ENRON Power Marketing, Inc.           181,751,000
                          New Brunswick                         509,238,000
                          Northeast Utilities                   844,535,452
                          New England Power Pool                941,423,370

B.   Maine Electric Power Company, Inc.

      (a)    728,403,000 Kwh of electric energy sold.
      (b)    None        Kwh of electric energy distributed
                         outside of Maine (State where organized).
      (c)                46,043,000  Kwh  of  electric  energy  sold  at
                         wholesale  outside  of  Maine  or at the  State
                         line.
      (d)                728,403,000  Kwh of electric  energy  purchased
                                 outside of Maine or at the State line.



C.   NORVARCO

     NORVARCO does not purchase or sell electric energy.

D.   Aroostook Valley Electric Company

      (a)   251,322,554 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.



<PAGE>




Maine Yankee Atomic Power Company  (Permanently  shutdown  since August 6, 1997,
therefore, not a public utility under PUHCA)

      (a)          None          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.

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

                                   EXHIBIT A-1

     Exhibit  A-1  includes  corporate  consolidating  financial  statements  of
Central  Maine for 1997.  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 1997, 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, 1997; (3) financial
statements which include the  capitalization of MEPCo. at December 31, 1997; (4)
financial  statements which include the  capitalization  of NORVARCO at December
31, 1997; (5) financial  statements which include the  capitalization of AVEC at
December  31,  1997;  (6) a table  showing,  for 1997,  the  non-public  utility
subsidiaries Total Revenues and Total Assets.


<PAGE>


                                    EXHIBIT B

     Financial Data Schedule.



<PAGE>


                                    EXHIBIT C

     Not applicable.



<PAGE>


     Central  Maine has caused this  statement to be duly executed on its behalf
by its authorized representative on this 27th day of February, 1998.


                           CENTRAL MAINE POWER COMPANY


                        By                       /S/Michael W. Caron
                             Comptroller

CORPORATE SEAL
Attest:

                                                        /S/Anne M. Pare
                             Secretary

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

Michael W. Caron, Comptroller              Anne M. Pare
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>
<CAPTION>
<S>                                                          <C>         <C>         <C>      <C>          <C>           <C>   
                                                                                          Central Maine Power Company
                                                                                                1997 Form U-3A-2
                                                                                                  Exhibit A-1
                                                                                                  Page 1 of 3
                           Central Maine Power Company
                              STATEMENT OF EARNINGS
                                 12 Month Period
                                 Ended 12/31/97
                 (Dollars in Thousands Except Per Share Amounts)


                                                                         Maine
                                                          Central      Electric
                                                           Maine         Power       Inter Company
                                                           Power        Company                         Minority
                                                          Company        Inc.       Debit      Credit   Interest       Total
                                                      ----------------------------------------------------------------------------
ELECTRIC OPERATING REVENUES                                  $944,389     $24,473    $14,686          $       $        $954,176
                                                      --------------------------------------------------------------------------
OPERATING EXPENSES
  Fuel Used for Company Generation                             34,946                                                    34,946
  Purchase Power
    Energy                                                    411,430      21,153                13,439                 419,144
    Other (Capacity)                                          112,791          19                                       112,810
  Other Operation                                             206,805         936                 1,247                 206,494
  Maintenance                                                  33,658         246                                        33,904
  Depreciation and Amortization                                53,910         222                                        54,132
  Taxes
    Federal and State Income                                    6,835         589                                         7,424
    Local Property and Other                                   27,919         384                                        28,303
                                                      --------------------------------------------------------------------------
       Total Operating Expenses                               888,294      23,549                14,686                 897,157
                                                      --------------------------------------------------------------------------
EQUITY IN EARNINGS OF ASSOCIATED
 COMPANIES                                                      7,099                    839                              6,260
                                                      --------------------------------------------------------------------------
OPERATING INCOME                                               63,194         924     15,525   (14,686)                  63,279
                                                      --------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
  AFC-Equity Funds                                                622          20                                           642
  Other, Net                                                    1,765         274                                         2,039
  Minority Interest in Consolidated
   Net Income                                                                                               233           (233)
  Income Taxes Applicable to Other
   Income (Expense)                                             (659)        (79)                                         (738)
                                                      --------------------------------------------------------------------------
       Total Other Income (Expense)                             1,728         215                           233           1,710
                                                      --------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES                                 64,922       1,139     15,525   (14,686)     233          64,989
                                                      --------------------------------------------------------------------------
INTEREST CHARGES
  Long-Term Debt                                               44,299          47                                        44,346
  Other Interest                                                7,640          20                                         7,660
  Allowance for Borrowed Funds Used
   During Construction                                          (439)                                                     (439)
                                                      --------------------------------------------------------------------------
    Total Interest Charges                                     51,500          67                                        51,567
                                                      --------------------------------------------------------------------------
NET INCOME                                                     13,422       1,072     15,525   (14,686)     233          13,422
  Dividends on Preferred Stock                                  8,209                                                     8,209
                                                      --------------------------------------------------------------------------
EARNINGS APPLICABLE TO COMMON STOCK                          $  5,213    $  1,072    $15,525  $(14,686)    $233          $5,213
                                                      ==========================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                        32,442,752       8,785                                    32,442,752
EARNINGS PER SHARE OF COMMON STOCK                              $0.16    $ 122.10                                         $0.16 
DIVIDENDS DECLARED PER SHARE OF
 COMMON STOCK                                                   %0.16     $ 11.00                                         $0.90
            
</TABLE>



<PAGE>

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

                                                                                     Central Maine Power Company
                                                                                          1997 Form U-3A-2
                                                                                            Exhibit A-1
                                                                                            Page 2 of 3
                                                  Central Maine Power Co.
                                                       BALANCE SHEET
                                                     December 31, 1997
                                                  (Dollars in Thousands)

                                                                     Maine
                                                       Central      Electric
                                                        Maine        Power
                                                        Power       Company         Inter Company       Minority
                                                       Company        Inc.      Debit         Credit    Interest     Total

ELECTRIC PROPERTY, at Original Cost                    $1,651,366      $23,510        $                $       $   $1,674,876
Less: Accumulated Depreciation                            611,766       22,618                                       634,384
                                                     ------------------------------------------------------------------------
      Electric Property in Service                      1,039,600          892                                     1,040,492

  Construction Work in Progress                            15,080           25                                        15,105
  Net Nuclear Fuel                                          1,157                                                      1,157
                                                     ------------------------------------------------------------------------
      Net Electric Property                             1,055,837          917                                     1,056,754
                                                     ------------------------------------------------------------------------

INVESTMENTS IN ASSOCIATED
  COMPANIES, at Equity                                     78,359                                  1,850              76,509
                                                     ------------------------------------------------------------------------

    Net Electric Property and
     Investments in Associated Companies
                                                        1,134,196          917                     1,850           1,133,263
                                                     ------------------------------------------------------------------------

CURRENT ASSETS
  Cash & Temporary Cash Investments                        18,982        1,859                                        20,841
  Accounts Receivable
    Service - Billed                                       84,083          240                                        84,323
                - Unbilled                                 46,807                                                     46,807
    Other Accounts Receivable                              15,477          146                       376              15,247
    Prepaid Income Taxes                                                   341                       341
  Inventories, at Average Cost
    Fuel Oil                                                5,390                                                      5,390
    Materials and Supplies                                 11,779                                                     11,779
  Funds on Deposit with Trustee                            61,694                                                     61,694
  Prepayments and Other Current Assets                      8,968          142                                         9,110
                                                     ------------------------------------------------------------------------
      Total Current Assets                                253,180        2,728                       717             255,191
                                                     ------------------------------------------------------------------------

DEFERRED CHARGES AND OTHER ASSETS
  Recoverable Costs of Seabrook 1 and
   Abandoned Projects, Net                                 84,026                                                     84,026
  Regulatory Tax Asset                                    236,632                                                    236,632
  Yankee Atomic Purchase Power Contract                    13,056                                                     13,056
  Connecticut Yankee Purchase Power Contract               36,877                                                     36,877
  Maine Yankee Purchase Power Contract                    329,206                                                    329,206
  Other Deferred Charges and Other
     Assets                                               210,577          717                       579             210,715
                                                     ------------------------------------------------------------------------
      Deferred Charges and Other
       Assets, Net                                        910,374          717                       579             910,512
                                                     ------------------------------------------------------------------------

        TOTAL ASSETS                                   $2,297,750       $4,362        $           $3,146       $   $2,298,966
                                                     ========================================================================
</TABLE>


<PAGE>

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



                                                                                             Central Maine Power
                                                                                                   Company
                                                                                               1997 Form U-3A-2
                                                                                                 Exhibit A-1
                                                                                                 Page 3 of 3
                                                 Central Maine Power Co.
                                                      BALANCE SHEET
                                                    December 31, 1997
                                                  (Dollars in Thousands)

                                                                       Maine
                                                         Central     Electric
                                                          Maine        Power
                                                          Power       Company      Inter Company        Minority
STOCKHOLDERS' INVESTMENT & LIABILITIES                   Company       Inc.      Debit       Credit     Interest  Total

CAPITALIZATION
  Common Stock Investment - Common Stock,Par            $    162,214 $         $                      $  $(191) $
                                                                           878        687                          162,214
   Value $5 Per Share, Authorized 38,000,000
   Shares, Outstanding 32,442,752 Shares
  Other Paid in Capital                                      277,168                                               277,168
  Retained Earnings                                           48,212     1,486     15,925        14,762   (323)     48,212
  Preferred Stock                                             65,571                                                65,571
  Redeemable Preferred Stock                                  39,528                                                39,528
  Mortgage Debt                                              259,563                                               259,563
  Long-Term Debt                                             140,940       420                                     141,360
                                                      ---------------------------------------------------------------------
      Total Capitalization                                   993,196     2,784     16,612        14,762   (514)    993,616
                                                      ---------------------------------------------------------------------

CURRENT LIABILITIES & INTERIM FINANCING
  Interim Financing                                          238,000                                               238,000
                                                      ---------------------------------------------------------------------

  Other Current Liabilities
    Sinking Fund Requirements                                  9,211       200                                       9,411
    Accounts Payable & Bank Checks Outstanding                96,932       505        357                           97,080
    Dividends Payable                                          9,197        24         19                            9,202
    Accrued Interest                                          11,194         7                                      11,201
    Accrued Income Taxes                                       3,342                  341                            3,001
    Miscellaneous Current Liabilities                         15,242         6                              514     15,762
                                                      ---------------------------------------------------------------------
      Total Current Liabilities                              145,118       742        717                   514    145,657
                                                      ---------------------------------------------------------------------
      Total Current Liabilities & Interim Financing          383,118       742        717                   514    383,657
                                                      ---------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES

RESERVES AND DEFERRED CREDITS
  Accumulated Deferred Income Taxes                          351,491                  579                          350,912
  Unamortized Investment Tax Credits                          30,512        21                                      30,533
  Yankee Atomic Purchase Power Contract                       13,056                                                13,056
  Connecticut Yankee Purchase Power Contract                  36,877                                                36,877
  Maine Yankee Purchase Power Contract                       329,206                                               329,206
  Other Reserves and Deferred Credits                        103,658       599                                     104,257
   Regulatory Tax Liabilities                                 56,636       216                                      56,852
                                                      ---------------------------------------------------------------------
      Total Reserves and Deferred Credits                    921,436       836        579                          921,693
                                                      ---------------------------------------------------------------------

        TOTAL STOCKHOLDERS' INVESTMENT
         AND LIABILITIES                                  $2,297,750  $  4,362    $17,908       $14,762       $ $2,298,966
                                                      =====================================================================
</TABLE>


<PAGE>





                                   EXHIBIT A-2



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

     A-2(1). A table showing, for 1997, 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, 1997;

     A-2(3).  MEPCo.:  financial  statements which include the capitalization at
December 31, 1997;

     A-2(4). NORVARCO:  financial statements which include the capitalization at
December 31, 1997

     A-2(5).  AVEC:  financial  statements which include the  capitalization  at
December 31, 1997

     A-2(6).  A table showing,  for 1997, the  non-public  utility  subsidiaries
Total Revenues and Total Assets.


<PAGE>


                                 EXHIBIT A-2(1)



         The following shows actual corporate  revenues of MEPCo.,  NORVARCO and
AVEC in 1997,  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 1997, actual and adjusted
electric revenues for these companies were:

                              (Dollars in Thousands)
                             Actual          Adjusted

MEPCo.                    $  24,473          $  10,080

NORVARCO                          4                  4

AVEC                          8,567                -
                          ---------             ------

   Sub Total                 33,044             10,084

Central Maine               944,389            944,096
                            -------            -------

                           $977,433           $954,180
                            =======            =======

         Subsidiary revenues from sales, other than to Central Maine, were about
$10  million,  or 1%  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>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(2)
                                                                     Page 1 of 4
                           Central Maine Power Company
                      UNCONSOLIDATED STATEMENT OF EARNINGS
                      For the Year Ended December 31, 1997
                 (Dollars in Thousands Except Per Share Amounts)


ELECTRIC OPERATING REVENUES                                       $944,389
OPERATING EXPENSES
   Fuel Used for Company Generation                                 34,946
   Purchased Power
     Energy                                                        411,430
     Capacity                                                      112,791
   Other Operation                                                 206,805
   Maintenance                                                      33,658
   Depreciation and Amortization                                    53,910
   Taxes
     Federal and State Income                                        6,835
     Taxes Other Than Income                                        27,919
       Total Operating Expenses                                    888,294
                                                                   -------
EQUITY IN EARNINGS OF ASSOCIATED COMPANIES                           7,099
                                                                 ---------
OPERATING INCOME                                                    63,194
                                                                  --------
OPERATING INCOME (EXPENSE)
   Allowance for Equity Funds Used During Construction                 622
   Other, Net                                                        1,765
   Income Taxes Applicable to Other Income (Expense)                  (659)
                                                                 ---------
       Total Other Income (Expense)                                  1,728
INCOME BEFORE INTEREST CHARGES                                      64,922
INTEREST CHARGES
   Long-Term Debt                                                   44,299
   Other Interest                                                    7,640
   Allowance for Borrowed Funds Used During Construction              (439)
                                                                ----------
       Total Interest Charges                                       51,500
NET INCOME                                                          13,422
   Dividends on Preferred Stock                                      8,209
                                                                 ---------
EARNINGS APPLICABLE TO COMMON STOCK                             $    5,213
                                                                 =========
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING   32,442,752
EARNINGS PER SHARE OF COMMON STOCK                                    $.16
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK                          $.90



<PAGE>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(2)
                                                                     Page 2 of 4
                           Central Maine Power Company
                          UNCONSOLIDATED BALANCE SHEET
                              At December 31, 1997
                             (Dollars in Thousands)


             ASSETS
ELECTRIC PROPERTY, at Original Cost                              $1,651,366
Less:  Accumulated Depreciation                                     611,766
   Electric Property in Service                                   1,039,600
Construction Work in Progress                                        15,080
Net Nuclear Fuel                                                      1,157
                                                                -----------
   Net Electric Property                                          1,055,837
INVESTMENTS IN ASSOCIATED COMPANIES, at Equity                       78,359
   Net Electric Property and Investments in Associated Companies  1,134,196
                                                                  ---------
CURRENT ASSETS
   Cash and Cash Equivalents                                         18,982
   Accounts Receivable
     Service - Billed                                                84,083
               - Unbilled                                            46,807
     Other Accounts Receivable                                       15,477
   Inventories, at Average Cost
     Fuel Oil                                                         5,390
     Materials and Supplies                                          11,779
   Funds on Deposit with Trustee                                     61,694
   Prepayments and Other Current Assets                               8,968
       Total Current Assets                                         253,180
DEFERRED CHARGES AND OTHER ASSETS
   Recoverable Costs of Seabrook 1 and Abandoned Projects, Net       84,026
   Decommissioning Liability                                        379,139
   Regulatory Assets-Deferred Taxes                                 236,632
   Deferred Charges and Other Assets                                210,577
                                                                  ---------
       Total Deferred Charges and Other Assets                      910,374
         TOTAL ASSETS                                            $2,297,750


<PAGE>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(2)
                                                                     Page 3 of 4
                           Central Maine Power Company
                          UNCONSOLIDATED BALANCE SHEET
                              At December 31, 1997
                             (Dollars in Thousands)


             STOCKHOLDERS' INVESTMENT AND LIABILITIES
CAPITALIZATION (See Separate Statement)
   Common Stock Investment                              $  487,594
   Preferred Stock                                          65,571
   Redeemable Preferred Stock                               39,528
   Long-Term Obligations                                   400,503
                                                         ---------
     Total Capitalization                                  993,196
CURRENT LIABILITIES AND INTERIM FINANCING
   Interim Financing                                       238,000
   Sinking Fund Requirements                                 9,211
   Accounts Payable                                         94,583
   Bank Checks Outstanding                                   2,349
   Dividends Payable                                         9,197
   Accrued Interest                                         11,194
   Accrued Income Taxes                                      3,342
   Miscellaneous Current Liabilities                        15,242
                                                        ----------
     Total Current Liabilities and Interim Financing       383,118
                                                         ---------
COMMITMENTS AND CONTINGENCIES
RESERVES AND DEFERRED CREDITS
   Accumulated Deferred Income Taxes                       351,491
   Unamortized Investment Tax Credits                       30,512
   Decommissioning Liability                                379,139
   Regulatory Liabilities-Deferred Taxes                    56,636
   Other Reserves and Deferred Credits                     103,658
                                                         ---------
     Total Reserves and Deferred Credits                   921,436
       TOTAL STOCKHOLDERS' INVESTMENT AND LIABILITIES   $2,297,750


<PAGE>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(2)
                                                                     Page 4 of 4
                           Central Maine Power Company
        UNCONSOLIDATED STATEMENT OF CAPITALIZATION AND INTERIM FINANCING
                              At December 31, 1997
                             (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                                       277,168        -
   Retained Earnings                                            48,212        -
                                                           -----------    -----
       Total Common Stock Investment                           487,594     39.6%
                                                            ----------     ----
Preferred Stock:
   Preferred Stock - Not Subject to  Mandatory Redemption       65,571      5.4
                                                           -----------   ------
   Redeemable Preferred Stock - Subject to
    Mandatory Redemption                                        39,528      3.2
                                                           -----------   ------
Long-Term Obligations:
   Mortgage Bonds                                              421,000        -
   Less: Unamortized Debt Discount                               1,437        -
                                                           -----------     ----
     Total Mortgage Bonds                                      419,563        -
                                                             ---------     ----
   Medium-Term Notes                                            43,000        -
   Other Long-Term Obligations:
   Lease Obligations                                            34,517        -
   Pollution Control Facility and Other Notes                   83,634        -
                                                           -----------     ----
     Total Other Long-Term Obligations                         118,151        -
                                                            ----------     ----
   Less: Current Sinking Fund Requirements
    and Current Maturities                                     180,211        -
                                                           -----------     ----
       Total Long-Term Obligations                             400,503     32.5
                                                            ----------   ------
       Total Capitalization                                    993,196     80.7
                                                             ---------   ------
INTERIM FINANCING
   Current Maturities of Long-Term Obligations                 178,000        -
   Short Term Revolving Credit                                  60,000        -
                                                            ----------     ----
       Total Interim Financing                                 238,000     19.3
                                                            ----------    -----
       Total Capitalization and Interim Financing           $1,231,196    100.0%
                                                             =========    =====


<PAGE>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(3)
                                                                     Page 1 of 2
                       Maine Electric Power Company, Inc.
                               STATEMENT OF INCOME
                      For the Year Ended December 31, 1997
                 (Dollars in Thousands Except Per Share Amounts)

ELECTRIC OPERATING REVENUES
   Sales for Resale                                        $21,172
   Transmission Revenues                                     2,696
   Support Charges and Other                                   605
                                                         ---------
         Total Electric Operating Revenues                  24,473

OPERATING EXPENSES
   Purchased Power                                          21,172
   Operation                                                   936
   Maintenance                                                 246
   Depreciation                                                222
   Taxes
     Federal and State Income                                  589
     Local Property and Other                                  384
         Total Operating Expenses                           23,549

OPERATING INCOME                                               924

OTHER INCOME, NET                                              215

INCOME BEFORE INTEREST CHARGES                               1,139

INTEREST CHARGES
   Long-Term Debt                                               47
   Other Interest Charges                                       20
         Total Interest Charges                                 67

NET INCOME                                                $  1,072
                                                           =======

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

EARNINGS PER SHARE OF COMMON STOCK                        $122.10
                                                           ======

DIVIDENDS DECLARED PER SHARE OF
 COMMON STOCK                                              $11.00



<PAGE>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(3)
                                                                     Page 2 of 2
                       Maine Electric Power Company, Inc.
                                  BALANCE SHEET
                              At December 31, 1997
                             (Dollars in Thousands)
                                     ASSETS

ELECTRIC PROPERTY, at Original Cost                              $23,510
     Less:  Accumulated Depreciation                              22,618
                                                                     892
     Construction Work in Progress                                    25
       Electric Property, Net                                        917
CURRENT ASSETS
   Cash and Cash Equivalents                                       1,859
   Accounts Receivable     - Associated Companies                    101
                           - Other                                   285
   Accrued Taxes                                                     341
   Other Current Assets                                              142
       Total Current Assets                                        2,728
DEFERRED CHARGES AND OTHER ASSETS
Accumulated Deferred Income Taxes                                    579
Other Deferred Debits                                                138
       Total Deferred Charges and Other Assets                       717
                                                                 -------
                                                                $  4,362
                     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                                           1,486
                                                                   -----
         Total Common Stock Investment                             2,364
Long-Term Debt, net of current portion                               420
         Total Capitalization                                      2,784
CURRENT LIABILITIES
   Sinking Fund Requirements                                         200
   Accounts Payable     - Associated Companies                       381
                        - Other                                      124
   Dividends Payable                                                  24
   Accrued Interest, Taxes and Other                                  13
         Total Current Liabilities                                   742
DEFERRED CREDITS
   Unamortized Investment Tax Credits                                 21
   Regulatory Obligation - Deferred Taxes                            216
   Other Deferred Credits                                            599
                                                                  ------
         Total Deferred Credits                                      836
                                                                  $4,362


<PAGE>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(4)
                                                                     Page 1 of 2
                                    NORVARCO
                    STATEMENT OF INCOME AND RETAINED EARNINGS
                      For the Year Ended December 31, 1997
                             (Dollars in Thousands)


Support Charges Chester SVC                             $   4
                                                         ----

Administrative Expenses                                     4

Income Tax Expense                                         27

   Total Operating Expenses                                31

Net Operating Loss                                        (27)

Interest Income                                            41

   Total Income                                            14

Retained Earnings-Beginning of the Year                   211

Retained Earnings-End of the Year                        $225


<PAGE>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(4)
                                                                     Page 2 of 2

                                    NORVARCO
                                  BALANCE SHEET
                              at December 31, 1997
                             (Dollars in Thousands)

                                     ASSETS

CURRENT ASSETS
   Cash and Cash Equivalents                                     $    851
Receivables                                                             1
Prepaid Income Taxes                                                  209
                                                                   ------
       Total Current Assets                                         1,061
Accumulated Deferred Income Taxes                                   1,478
                                                                   $2,539
                    STOCKHOLDERS' INVESTMENT AND LIABILITIES
CAPITALIZATION
   Common Stock, $100 Par Value Outstanding, 5,000 Shares         $   500
   Retained Earnings                                                  225
                                                                   ------
       Total Common Stock Equity                                      725
                                                                   ------
Accounts Payable                                                        1
Accumulated Deferred Income Taxes                                   1,813
                                                                    -----
                                                                   $2,539


<PAGE>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(5)
                                                                     Page 1 of 2

                        Aroostook Valley Electric Company
                    STATEMENT OF INCOME AND RETAINED EARNINGS
                      For the Year Ended December 31, 1997
                             (Dollars in Thousands)


ELECTRIC OPERATING REVENUES                               $8,567
OPERATING EXPENSES
   Fuel Costs                                              5,398
   Operation                                               1,424
   Maintenance                                               613
   Depreciation                                              260
   Taxes
     Federal and State Income                                197
     Local Property and Other                                520
TOTAL OPERATING EXPENSES                                   8,412
                                                           -----
OPERATING INCOME                                             155
OTHER INCOME AND DEDUCTIONS                                   40
                                                         -------
NET INCOME                                                   195
Retained Earnings-Beginning of Period                        506
                                                          ------
   RETAINED EARNINGS-END OF PERIOD                        $  701
                                                           =====
WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING                                  10,000
                                                          ======
EARNINGS PER SHARE OF COMMON STOCK                       $19.50
                                                          =====


<PAGE>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(5)
                                                                     Page 2 of 2
                        Aroostook Valley Electric Company
                                  BALANCE SHEET
                              at December 31, 1997
                             (Dollars in Thousands)
                                     ASSETS
Property, Plant and Equipment                                         $48,950
Less:  Accumulated Depreciation                                        47,565
     Net Property, Plant and Equipment                                  1,385
Current Assets
   Cash and Cash Equivalents                                              837
   Accounts Receivable                                                    826
   Fuel Stock                                                             263
   Fuel Stock Expense                                                      10
   Prepaid Expenses                                                        50
                                                                     --------
     Total Current Assets                                               1,986
Deferred Assets
   Accumulated Deferred Income Taxes                                       22
   Regulatory Tax Asset                                                   102
   Other Deferred Assets                                                   27
                                                                     --------
     Total Deferred Assets                                                151
                                                                      -------
TOTAL ASSETS                                                         $  3,522
                                                                      =======

                       STOCKHOLDER'S INVESTMENT AND LIABILITIES
Capitalization
   Common Stock, $1 Par Value Outstanding, 10,000 Shares           $       10
   Additional Paid-in Capital                                           1,990
   Retained Earnings                                                      702
                                                                      -------
     Total Common Stock Investment                                      2,702

Current Liabilities
   Accounts Payable
     Trade                                                                124
     Associated Companies                                                  82
     Fuel and Other                                                       229
   Other Current Liabilities                                              385
     Total Current Liabilities                                            820

TOTAL STOCKHOLDERS' INVESTMENT AND LIABILITIES                        $ 3,522
                                                                       ======


<PAGE>


                                                     Central Maine Power Company
                                                                1997 Form U-3A-2
                                                                  Exhibit A-2(6)

                         Non-Public Utility Subsidiaries
                                      1997
                             (Dollars in Thousands)



                                     Met   Retained Earnings
                                    Income   (Accumulated    Total     Total
                                    (Loss)     Deficit)    Revenues    Assets

Maine Yankee Atomic Power Co.     $  9,037    $  7,613    $238,586   $1,573,648
Central Securities                      33         594          85        1,710
Cumberland Securities                   (3)        927          33        2,262
Kennebec Water Power                    43          52         367          161
Union Water-Power                      629       5,121       6,975        9,540
Kennebec Hydro                       2,095       2,645       3,453        9,666
Gulf Island (Partners' Capital)       (195)        612         485          674
CMP International                      387         184       8,594        3,004
MaineCom                              (858)       (989)        558       16,216
TeleSmart                             (453)       (888)        688          809
                                   -------     -------     -------    ---------

    Total                          $10,715     $15,871    $259,824   $1,617,690
                                    ======      ======     =======    =========



<TABLE> <S> <C>


<ARTICLE>                                           UT
<LEGEND>
This schedule contains summary financial information extracted from Central 
Maine Power Company's Consolidated Statement of Earnings, Consolidated Balance
Sheet and Consolidated Statement of Cash Flows and is qualified in it entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                  1
<CURRENCY>                                     DOLLARS
       
<S>                                            <C>
<PERIOD-TYPE>                                  12-mos
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   DEC-31-1997
<EXCHANGE-RATE>                                1
<BOOK-VALUE>                                   PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      1,056,754
<OTHER-PROPERTY-AND-INVEST>                       76,509
<TOTAL-CURRENT-ASSETS>                           255,191
<TOTAL-DEFERRED-CHARGES>                         910,512
<OTHER-ASSETS>                                         0
<TOTAL-ASSETS>                                 2,298,966
<COMMON>                                         162,214
<CAPITAL-SURPLUS-PAID-IN>                        277,168
<RETAINED-EARNINGS>                               48,212
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   487,594
                             65,571
                                       39,528
<LONG-TERM-DEBT-NET>                             366,406
<SHORT-TERM-NOTES>                                60,000
<LONG-TERM-NOTES-PAYABLE>                              0
<COMMERCIAL-PAPER-OBLIGATIONS>                         0
<LONG-TERM-DEBT-CURRENT-PORT>                    178,675
                          7,000
<CAPITAL-LEASE-OBLIGATIONS>                       34,517
<LEASES-CURRENT>                                   1,736
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 1,057,939
<TOT-CAPITALIZATION-AND-LIAB>                  2,298,966
<GROSS-OPERATING-REVENUE>                        954,176
<INCOME-TAX-EXPENSE>                               7,424
<OTHER-OPERATING-EXPENSES>                       883,473<F1>
<TOTAL-OPERATING-EXPENSES>                       890,897
<OPERATING-INCOME-LOSS>                           63,279
<OTHER-INCOME-NET>                                 1,710
<INCOME-BEFORE-INTEREST-EXPEN>                    64,989
<TOTAL-INTEREST-EXPENSE>                          51,567
<NET-INCOME>                                      13,422
                        8,209
<EARNINGS-AVAILABLE-FOR-COMM>                      5,213
<COMMON-STOCK-DIVIDENDS>                          29,220
<TOTAL-INTEREST-ON-BONDS>                         29,783
<CASH-FLOW-OPERATIONS>                            92,210
<EPS-PRIMARY>                                        .16
<EPS-DILUTED>                                        .16
        
<FN>
*Includes $6,260 Equity in Earnings of Associated Companies.
</FN>


</TABLE>


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