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





UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D. C. 20549





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





FORM
10-Q





x QUARTERLY REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE





SECURITIES
EXCHANGE ACT OF 1934





FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 2009





- OR
-





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE





SECURITIES
EXCHANGE ACT OF 1934





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





Commission
File No.  333-103749





MAINE
& MARITIMES CORPORATION





A Maine
Corporation





I.R.S.
Employer Identification No. 30-0155348





209 STATE
STREET, PRESQUE ISLE, MAINE 04769





(207)
760-2499





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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x.    No  ̈.





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):








Large
      accelerated filer  ̈.
            
            Accelerated
      filer  ̈.Non-accelerated
      filer  ̈
            
            Smaller
      reporting company x.(Do not check
      if a smaller reporting company)






Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes  ̈.    No x.





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of May 11, 2009.





Common
Stock, $7.00 par value – 1,680,574 shares








1


MAINE & MARITIMES CORPORATION AND
SUBSIDIARIES


Statements of Consolidated Operations(Unaudited)


(In
thousands of dollars, except basic and diluted share and per share
information)


Three
      Months Ended
                            March
      31,2009
                          
                          
                          2008Operating
      RevenuesRegulated Revenues
                          
                          $
                          10,102
                          
                          
                          $
                          10,891Unregulated Utility Services Revenues
                          
                          
                          194
                          
                          
                          
                          1,296Total Operating Revenues
                          
                          
                          10,296
                          
                          
                          
                          12,187Operating
      ExpensesRegulated Operation and Maintenance
                          
                          
                          3,788
                          
                          
                          
                          3,337Unregulated Utility Services Direct Operating Expenses
                          
                          
                          134
                          
                          
                          
                          1,118Other Unregulated Operation and Maintenance (1)
                          
                          
                          159
                          
                          
                          
                          157Depreciation
                          
                          
                          596
                          
                          
                          
                          755Amortization of Stranded Costs
                          
                          
                          2,700
                          
                          
                          
                          2,728Amortization
                          
                          
                          30
                          
                          
                          
                          53Taxes Other Than Income
                          
                          
                          451
                          
                          
                          
                          454Provision for Income Taxes—Regulated
                          
                          
                          973
                          
                          
                          
                          1,364Benefit of Income Taxes—Unregulated
                          
                          
                          (52
                          )
                          
                          
                          (2
                          )Total Operating Expenses
                          
                          
                          8,779
                          
                          
                          
                          9,964Operating
      Income
                          
                          
                          1,517
                          
                          
                          
                          2,223Other
      Income (Deductions)Equity in Income of Associated Companies
                          
                          
                          28
                          
                          
                          
                          25Interest and Dividend Income
                          
                          
                          1
                          
                          
                          
                          4Benefit of (Provision for) Income Taxes
                          
                          
                          2
                          
                          
                          
                          (29
                          )Other—Net
                          
                          
                          (22
                          )
                          
                          
                          5Total Other Income (Deductions)
                          
                          
                          9
                          
                          
                          
                          5Income
      Before Interest Charges
                          
                          
                          1,526
                          
                          
                          
                          2,228Interest
      ChargesLong-Term Debt and Notes Payable
                          
                          
                          451
                          
                          
                          
                          655Less Stranded Costs Carrying Charge
                          
                          
                          (331
                          )
                          
                          
                          (402
                          )Total Interest Charges
                          
                          
                          120
                          
                          
                          
                          253Net
      Income from Continuing Operations
                          
                          
                          1,406
                          
                          
                          
                          1,975Discontinued
      OperationsLoss from Operations
                          
                          
                          -
                          
                          
                          
                          (15
                          )Income Tax Benefit
                          
                          
                          -
                          
                          
                          
                          6Loss
      from Discontinued Operations
                          
                          
                          -
                          
                          
                          
                          (9
                          )Net
      Income Available for Common Stockholders
                          
                          $
                          1,406
                          
                          
                          $
                          1,966Average
      Shares of Common Stock Outstanding - Basic
                          
                          
                          1,679,699
                          
                          
                          
                          1,677,862Average
      Shares of Common Stock Outstanding - Diluted
                          
                          
                          1,680,402
                          
                          
                          
                          1,678,038Basic
      Earnings Per Share of Common Stock From Continuing
    Operations
                          
                          $
                          0.84
                          
                          
                          $
                          1.18Basic
      Loss Per Share of Common Stock From Discontinued
Operations
                          
                          
                          -
                          
                          
                          
                          (0.01
                          )Basic
      Earnings Per Share of Common Stock From Net Income
                          
                          $
                          0.84
                          
                          
                          $
                          1.17Diluted
      Earnings Per Share of Common Stock From Continuing
    Operations
                          
                          $
                          0.84
                          
                          
                          $
                          1.18Diluted
      Loss Per Share of Common Stock From Discontinued
Operations
                          
                          
                          -
                          
                          
                          
                          (0.01
                          )Diluted
      Earnings Per Share of Common Stock From Net Income
                          
                          $
                          0.84
                          
                          
                          $
                          1.17
 (1)
Unregulated operation and maintenance expense and income tax benefits included
in continuing operations is the activity of the holding company, including
operating expenses of MAM USG, other corporate costs directly associated with
unregulated operations, and other costs that cannot be charged to the regulated
utility.





See Notes
to Consolidated Financial Statements


2


MAINE & MARITIMES CORPORATION AND
SUBSIDIARIES


Statements of Consolidated Cash Flows(Unaudited)


(In
thousands of dollars)




Three
      Months Ended
                      March
      31,2009
                    
                    
                    2008Cash
      Flow From Operating ActivitiesNet Income
                    
                    $
                    1,406
                    
                    
                    $
                    1,966Adjustments to Reconcile Net Income to Net Cash Provided by
      Operations:Depreciation
                    
                    
                    596
                    
                    
                    
                    755Amortization of Intangibles
                    
                    
                    30
                    
                    
                    
                    53Amortization of Seabrook
                    
                    
                    278
                    
                    
                    
                    278Amortization of Cancelled Transmission Plant
                    
                    
                    -
                    
                    
                    
                    64Deferred Income Taxes—Net
                    
                    
                    (688
                    )
                    
                    
                    1,588Deferred Investment Tax Credits
                    
                    
                    (4
                    )
                    
                    
                    (5
                    )Change in Deferred Regulatory and Debt Issuance Costs
                    
                    
                    1,950
                    
                    
                    
                    1,299Change in Benefit Obligations
                    
                    
                    (208
                    )
                    
                    
                    97Change in Deferred Directors' Compensation
                    
                    
                    (81
                    )
                    
                    
                    (149
                    )Change in Current Assets and Liabilities:Accounts Receivable and Unbilled Revenue from Utility
                    
                    
                    1,422
                    
                    
                    
                    (970
                    )Other Current Assets
                    
                    
                    191
                    
                    
                    
                    (180
                    )Accounts Payable
                    
                    
                    (363
                    )
                    
                    
                    353Other Current Liabilities
                    
                    
                    730
                    
                    
                    
                    292Other—Net
                    
                    
                    250
                    
                    
                    
                    203Operating Cash Flows from Continuing Operations
                    
                    
                    5,509
                    
                    
                    
                    5,644Operating Cash Flows from Discontinued Operations
                    
                    
                    -
                    
                    
                    
                    103Net
      Cash Flow Provided By Operating Activities
                    
                    
                    5,509
                    
                    
                    
                    5,747Cash
      Flow From Financing ActivitiesRepayments of Long-Term Debt
                    
                    
                    (349
                    )
                    
                    
                    (2,876
                    )Payments of Capital Lease Obligations
                    
                    
                    (48
                    )
                    
                    
                    (48
                    )Short-Term Debt Repayments, Net
                    
                    
                    (3,000
                    )
                    
                    
                    (3,000
                    )Net
      Cash Flow Used For Financing Activities
                    
                    
                    (3,397
                    )
                    
                    
                    (5,924
                    )Cash
      Flow From Investing ActivitiesChange in Restricted Investments
                    
                    
                    (850
                    )
                    
                    
                    2,243Dividends Paid
                    
                    
                    (84
                    )
                    
                    
                    -Investment in Fixed Assets
                    
                    
                    (2,231
                    )
                    
                    
                    (1,914
                    )Net
      Cash Flow (Used For) Provided by Investing Activities
                    
                    
                    (3,165
                    )
                    
                    
                    329(Decrease)
      Increase in Cash and Cash Equivalents
                    
                    
                    (1,053
                    )
                    
                    
                    152Cash
      and Cash Equivalents at Beginning of Period
                    
                    
                    1,846
                    
                    
                    
                    910Cash
      and Cash Equivalents at End of Period
                    
                    $
                    793
                    
                    
                    $
                    1,062Supplemental
      Disclosure of Cash Flow Information:Cash
      Paid During the Period for:Interest
                    
                    $
                    476
                    
                    
                    $
                    701Income Taxes
                    
                    $
                    1,088
                    
                    
                    $
                    16Non-Cash
      Activities:Dividends Payable
                    
                    $
                    84
                    
                    
                    $
                    -Fair Market Value of Stock Issued to Directors
                    
                    $
                    24
                    
                    
                    $
                    7Fair Market Value of Stock Issued to Officers
                    
                    $
                    10
                    
                    
                    $
                    -


See Notes
to Consolidated Financial Statements





3


MAINE & MARITIMES CORPORATION AND
SUBSIDIARIES


Consolidated Balance Sheets(Unaudited)


(In
thousands of dollars)






March
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008ASSETSPlant:Electric Plant in Service
                    
                    $
                    111,036
                    
                    
                    $
                    109,330Non-Utility Plant
                    
                    
                    63
                    
                    
                    
                    66Less Accumulated Depreciation
                    
                    
                    (46,528
                    )
                    
                    
                    (46,011
                    )Net Plant in Service
                    
                    
                    64,571
                    
                    
                    
                    63,385Construction Work-in-Progress
                    
                    
                    3,478
                    
                    
                    
                    3,104Total Plant Assets
                    
                    
                    68,049
                    
                    
                    
                    66,489Investments
      in Associated Companies
                    
                    
                    1,015
                    
                    
                    
                    989Net
      Plant and Investments in Associated Companies
                    
                    
                    69,064
                    
                    
                    
                    67,478Current
      Assets:Cash and Cash Equivalents
                    
                    
                    793
                    
                    
                    
                    1,846Accounts Receivable (less allowance for uncollectible accounts of $199 in
      2009 and $186 in 2008)
                    
                    
                    8,102
                    
                    
                    
                    9,223Unbilled Revenue from Utility
                    
                    
                    938
                    
                    
                    
                    1,240Inventory
                    
                    
                    949
                    
                    
                    
                    943Unbilled Contract Revenue
                    
                    
                    35
                    
                    
                    
                    14Prepayments
                    
                    
                    249
                    
                    
                    
                    469Total Current Assets
                    
                    
                    11,066
                    
                    
                    
                    13,735Regulatory
      Assets:Uncollected Maine Yankee Decommissioning Costs
                    
                    
                    2,841
                    
                    
                    
                    3,248Recoverable Seabrook Costs
                    
                    
                    8,061
                    
                    
                    
                    8,339Regulatory Assets—Deferred Income Taxes
                    
                    
                    5,504
                    
                    
                    
                    5,611Regulatory Assets—Post-Retirement Medical Benefits
                    
                    
                    5,979
                    
                    
                    
                    5,985Deferred Fuel and Purchased Energy Costs
                    
                    
                    24,328
                    
                    
                    
                    26,112Unamortized Premium on Early Retirement of Debt
                    
                    
                    634
                    
                    
                    
                    685Deferred Regulatory Costs
                    
                    
                    1,592
                    
                    
                    
                    1,570Total Regulatory Assets
                    
                    
                    48,939
                    
                    
                    
                    51,550Other
      Assets:Unamortized Debt Issuance Costs
                    
                    
                    166
                    
                    
                    
                    169Restricted Investments (at cost, which approximates
market)
                    
                    
                    859
                    
                    
                    
                    9Other Assets
                    
                    
                    1,405
                    
                    
                    
                    1,577Total Other Assets
                    
                    
                    2,430
                    
                    
                    
                    1,755Total
      Assets
                    
                    $
                    131,499
                    
                    
                    $
                    134,518


See Notes
to Consolidated Financial Statements





4


MAINE & MARITIMES CORPORATION AND
SUBSIDIARIES


Capitalization and Liabilities(Unaudited)


(In
thousands of dollars)







March
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008Capitalization
      (see accompanying statement):Shareholders’ Equity
                    
                    $
                    46,911
                    
                    
                    $
                    45,048Long-Term Debt
                    
                    
                    25,026
                    
                    
                    
                    25,425Total Capitalization
                    
                    
                    71,937
                    
                    
                    
                    70,473Current
      Liabilities:Long-Term Debt Due Within One Year
                    
                    
                    1,462
                    
                    
                    
                    1,412Notes Payable to Banks
                    
                    
                    3,000
                    
                    
                    
                    6,000Accounts Payable
                    
                    
                    4,552
                    
                    
                    
                    4,866Accounts Payable—Associated Companies
                    
                    
                    28
                    
                    
                    
                    30Accrued Employee Benefits
                    
                    
                    1,561
                    
                    
                    
                    1,608Customer Deposits
                    
                    
                    107
                    
                    
                    
                    102Taxes Accrued
                    
                    
                    1,118
                    
                    
                    
                    309Interest Accrued
                    
                    
                    86
                    
                    
                    
                    111Dividends Payable
                    
                    
                    84
                    
                    
                    
                    84Unearned Revenue
                    
                    
                    27
                    
                    
                    
                    86Total Current Liabilities
                    
                    
                    12,025
                    
                    
                    
                    14,608Deferred
      Credits and Other Liabilities:Accrued Removal Obligations
                    
                    
                    5,783
                    
                    
                    
                    5,787Carrying Value of Interest Rate Hedge
                    
                    
                    3,956
                    
                    
                    
                    4,800Uncollected Maine Yankee Decommissioning Costs
                    
                    
                    2,841
                    
                    
                    
                    3,248Other Regulatory Liabilities
                    
                    
                    796
                    
                    
                    
                    663Deferred Income Taxes
                    
                    
                    17,702
                    
                    
                    
                    18,161Accrued Postretirement Benefits and Pension Costs
                    
                    
                    13,920
                    
                    
                    
                    14,135Investment Tax Credits
                    
                    
                    34
                    
                    
                    
                    39Miscellaneous
                    
                    
                    2,505
                    
                    
                    
                    2,604Total Deferred Credits and Other Liabilities
                    
                    
                    47,537
                    
                    
                    
                    49,437Commitments,
      Contingencies, and Regulatory Matters (Note 8)Total
      Capitalization and Liabilities
                    
                    $
                    131,499
                    
                    
                    $
                    134,518


See Notes
to Consolidated Financial Statements








5


MAINE
& MARITIMES CORPORATION AND SUBSIDIARIES


Statement
of Consolidated Shareholders’ Equity (Unaudited)


(in
thousands of dollars, except share data)






Common
      SharesCommon
      Shares Issued and Outstanding
                    
                    
                    Par
      Value Issued ($7/Share)
                    
                    
                    Paid-In
      Capital
                    
                    
                    Retained
      Earnings
                    
                    
                    Accumulated
      Other Comprehensive Income (Loss)
                    
                    
                    TotalBalance,
                      December
      31, 2008
                    
                    
                    1,678,924
                    
                    
                    $
                    11,752
                    
                    
                    $
                    1,740
                    
                    
                    $
                    34,426
                    
                    
                    $
                    (2,870
                    )
                    
                    $
                    45,048Common
      Stock  Issued
                    
                    
                    975
                    
                    
                    
                    7
                    
                    
                    
                    30
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    37Net
      Income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,406
                    
                    
                    
                    
                    
                    
                    
                    1,406Other
      Comprehensive (Loss) Income:Unrealized Loss on Investments Available for Sale,
                      Net of Tax Benefit of $1
                    
                    
                    
                    
                    
                    
                    
                    (2
                    )
                    
                    
                    (2
                    )Change in Fair Value of Interest Rate Hedge, Net of
                      Tax Provision of $338
                    
                    
                    
                    
                    
                    
                    
                    506
                    
                    
                    
                    506Total
      Other Comprehensive Income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    504Total
      Comprehensive Income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,910Dividend
      ($0.05 per share)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (84
                    )
                    
                    
                    
                    
                    
                    
                    (84
                    )Balance,
                      March
      31, 2009
                    
                    
                    1,679,899
                    
                    
                    $
                    11,759
                    
                    
                    $
                    1,770
                    
                    
                    $
                    35,748
                    
                    
                    $
                    (2,366
                    )
                    
                    $
                    46,911


MAM had
five million shares of $7 per share common stock authorized, with 1,679,899 and
1,678,924 shares issued and outstanding as of March 31, 2009, and December 31,
2008, respectively. At March 31, 2009, and December 31, 2008, MAM had 500,000
shares of $0.01 per share preferred stock authorized, with none issued or
outstanding.

















See Notes
to Consolidated Financial Statements.


6





NOTES
TO CONSOLIDATED


FINANCIAL
STATEMENTS





1.    ACCOUNTING
POLICIES





Consolidation
and Basis of Presentation




The
accompanying consolidated financial statements include the accounts of Maine
& Maritimes Corporation (“MAM” or the “Company”) and the following
wholly-owned subsidiaries and affiliates:





1.
            Maine
      Public Service Company (“MPS”) and its wholly-owned inactive Canadian
      subsidiary Maine & New Brunswick Electrical Power Company, Ltd
      (“Me&NB”); and





2.
            MAM
      Utility Services Group (“MAM USG”), a wholly-owned United States
      subsidiary.





Discontinued
operations reported for 2008 consists of the activity of The Maricor Group
(“TMG”) and its wholly-owned United States subsidiary The Maricor Group New
England, Inc. (“TMGNE”) and TMG’s wholly-owned Canadian subsidiary The Maricor
Group, Canada Ltd (“TMGC”) and TMGC’s wholly-owned Canadian subsidiary Mecel
Properties Ltd. (“Mecel”).





MAM was a
50% owner of Maricor Properties Ltd, a Canadian company formerly wholly-owned by
MAM, and its wholly-owned Canadian subsidiary Cornwallis Court Developments Ltd.
(“Cornwallis”).  MAM divested its 50% ownership of Maricor Properties
on March 31, 2008, through a share redemption agreement with Ashford
Investments, Inc. (“Ashford”).





MAM is
listed on the NYSE Amex under the symbol “MAM.”




All
inter-company transactions between MAM and its subsidiaries have been eliminated
in consolidation.





Accounting
Policies





The
Company’s accounting policies are those disclosed in its 2008 Annual Report on
Form 10-K, which is hereby incorporated by this reference.





New
Accounting Pronouncements





Business Combinations





On April
1, 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position (“FSP”) 141(R)-1, “Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from
Contingencies.”  This FSP amends and clarifies FASB Statement of
Financial Accounting Standards (“SFAS”) No. 141(R), “Business
Combinations.”  It applies to assets acquired and liabilities assumed
in business combinations that are not subject to specific guidance in SFAS
141(R).  It states that the acquirer should recognize these assets and
liabilities at fair value at the acquisition date.  If the fair value
at acquisition date cannot be determined, the asset or liability shall still be
recognized at the acquisition date if both:





a.
            Information
      available before the end of the measurement period indicates it is
      probable the asset existed or liability had been incurred at the
      acquisition date, and





b.
            The
      amount of the asset or liability can be reasonable
    estimated.





If these
criteria are not met, the asset and liability shall not be recorded at
acquisition, and shall be accounted for based on other applicable
GAAP.





FSP
141(R)-1 is effective for business combinations for which the effective date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008.  The Company has had no business combinations
effective during 2009.  The impact of this pronouncement on the
Company’s financial statements is dependent on the Company’s future acquisition
activities.





Fair
Value Reporting





On April
9, 2009, the FASB issued three FSPs related to fair value
reporting:






7







§
            FSP
      157-4, “Determining Fair Value When the Volume and Level of Activity for
      the Asset or Liability Have Significantly Decreased and Identifying
      Transactions That Are Not Orderly.”  This FSP provides
      additional guidance for measuring fair value under FASB Statement of
      Financial Accounting Standard (“SFAS”) No. 157, “Fair Value
      Measurements.”  The SFP emphasizes that the objective of fair
      value measurement remains to estimate the price that would be received to
      sell an asset or paid to transfer a liability in an orderly transaction
      between market participants at the measurement date under current market
      conditions.  The FSP further clarifies that lack of an active
      market or orderly transactions may require the entity to change the
      valuation technique or use multiple techniques to determine fair
      value.  Finally, this FSP expanded the requirement to disclose
      the inputs and valuation techniques used to measure fair value in annual
      reporting to also require these disclosures in interim period
      reporting.





§
            FSP
      115-2, “Recognition and Presentation of Other-Than-Temporary Impairments
      (“OTTI”).”  FSP 115-2 amends the guidance in SFAS 115,
      “Accounting for Certain Investments in Debt and Equity Securities,” and
      SFAS 124, “Accounting for Certain Investments Held by Not-for-Profit
      Organizations.”  This guidance addresses investments in debt
      securities only, not equity securities.  Under this new model,
      an OTTI is triggered if (1) an entity has the intent to sell the security,
      (2) it is more likely than not that it will be required to sell the
      security before recovery, or (3) it does not expect to recover the entire
      amortized cost basis of the security.  If the OTTI is triggered
      by (1) or (2), the entire loss (cost basis less fair value) is recognized
      in earnings.  If the OTTI is triggered by (3), and the entity
      does not intend to sell the security, only the credit loss (cost basis
      less amount expected to be recovered) is recognized in
      earnings.  The remaining difference between the amount expected
      to be recovered and fair value is recorded in other comprehensive income
      (“OCI”).





§
            FSP
      107-1, “Interim Disclosures about Fair Value of Financial
      Instruments.”  FSP 107-1 amends SFAS 107, “Disclosures about
      Fair Value of Financial Instruments” and Accounting Principles Board
      Opinion (“APB”) No. 28, “Interim Financial Reporting,” to require
      disclosures for interim reporting periods of publicly traded companies, in
      addition to annual reporting
periods.





These
FSPs are effective for interim and annual period ending after June 15, 2009,
with early adoption permitted if all three are adopted
concurrently.  Management is assessing the impact on financial
reporting for the second quarter.





2.    INCOME
TAXES





A summary
of Federal and State income taxes charged (credited) to income is presented
below. For accounting and ratemaking purposes, income tax provisions (benefits)
included in “Operating Expenses” reflect taxes applicable to revenues and
expenses allowable for ratemaking purposes on MPS regulated activities and
unregulated activities for MAM, MAM USG and TMG.  The tax effect of
items not included in rate base or normal operating activities is allocated as
“Other Income (Deductions).”





(In
      thousands of dollars)
                              
                              For
      the Quarters Ending March 31,2009
                              
                              
                              2008Current
      income taxesFederal
                              
                              $
                              1,312
                              
                              
                              $
                              -State
                              
                              
                              406
                              
                              
                              
                              -Total
      current income taxes
                              
                              
                              1,718
                              
                              
                              
                              -Deferred
      income taxesFederal
                              
                              
                              (676
                              )
                              
                              
                              1,043State
                              
                              
                              (119
                              )
                              
                              
                              347Total
      deferred income taxes
                              
                              
                              (795
                              )
                              
                              
                              1,390Investment
      credits, net
                              
                              
                              (4
                              )
                              
                              
                              (5
                              )Total income taxes
                              
                              $
                              919
                              
                              
                              $
                              1,385Allocated
      to:Operating
      income-  Regulated
                              
                              $
                              973
                              
                              
                              $
                              1,364-  Unregulated
                              
                              
                              (52
                              )
                              
                              
                              (2
                              )Subtotal
                              
                              
                              921
                              
                              
                              
                              1,362Discontinued
      Operations
                              
                              
                              -
                              
                              
                              
                              (6
                              )Total
      Operating
                              
                              
                              921
                              
                              
                              
                              1,356Other
      income
                              
                              
                              (2
                              )
                              
                              
                              29Total
                              
                              $
                              919
                              
                              
                              $
                              1,385




8




For the
three months ended March 31, 2009, and 2008, the effective income tax rates were
39.5% and 41.3%, respectively.  The principal reasons for the
effective tax rate differing from the US federal income tax rate are the
earnings from investments and investment tax credit amortization.





The
Company has not accrued U.S. income taxes on the undistributed earnings of
Me&NB, as the withholding taxes due on the distribution of any remaining
amount would be principally offset by foreign tax credits. No dividends were
received from Me&NB in the first quarters of 2009 or 2008.





In June
2006, the FASB issued FASB Interpretation Number (“FIN”) 48, “Accounting for Uncertainty in Income
Taxes, an Interpretation of FASB Statement 109.”This
statement clarifies the criteria that an individual tax position must satisfy
for some or all of the benefits of that position to be recognized in a company’s
financial statements.  FIN 48 requires a tax position must be
more-likely-than-not in order for the position to be recognized in the financial
statements.  The Company does not expect that the amounts of
unrecognized tax benefits will change significantly in the next twelve months,
and no adjustments to reported tax benefits were required under FIN
48.  As of March 31, 2009 and 2008, the Company has accrued no
interest or penalties related to uncertain tax positions.





The
statutes of limitations for audits by Federal, Maine, Massachusetts and Canadian
tax authorities have expired for all tax years ending December 31, 2004, or
earlier.





As
required by SFAS 109 and FIN 48, Management of the Company has evaluated the
positive and negative evidence bearing upon the realizability of the Company’s
deferred tax assets, which consist principally of pension and post-retirement
benefits, net operating loss carryforwards, earnings on investments, and
accumulated OCI on MPS’s interest rate hedges. For the quarter ended March 31,
2009, and the year ended December 31, 2008, Management evaluated the deferred
tax assets and determined a valuation allowance was needed on the earnings on
investments.  Certain distributions from MPS’s investments have been
treated for tax purposes as dividend income, resulting in a deferred tax asset
of $394,000 at March 31, 2009, and $384,000 at December 31, 2008.  As
this will become a capital loss for tax purposes, the Company cannot be assured
capital gains will exist to allow for the use of this loss, and a valuation
allowance has been provided.





The
following summarizes accumulated deferred income tax (assets) and liabilities
established on temporary differences under SFAS 109 as of March 31, 2009, and
December 31, 2008:





(In
      thousands of dollars)March
      31, 2009
                      
                      
                      December
      31, 2008Seabrook
                      
                      $
                      4,357
                      
                      
                      $
                      4,511Property
                      
                      
                      10,655
                      
                      
                      
                      10,385Flexible
      pricing revenue
                      
                      
                      58
                      
                      
                      
                      164Deferred
      fuel
                      
                      
                      9,705
                      
                      
                      
                      10,417Pension
      and post-retirement benefits
                      
                      
                      (5,511
                      )
                      
                      
                      (5,458
                      )Other
      Comprehensive Income
                      
                      
                      (1,551
                      )
                      
                      
                      (1,888
                      )Deferred
      Directors' Compensation
                      
                      
                      (524
                      )
                      
                      
                      (557
                      )Other
                      
                      
                      513
                      
                      
                      
                      587Net
      Accumulated Deferred Income Tax Liability
                      
                      $
                      17,702
                      
                      
                      $
                      18,161


3.    SEGMENT
INFORMATION





The
Company is organized based on products and services.  Management
monitors the operations of the Company in the following operating
segments:




·
            Regulated
      electric utility: MPS and its inactive wholly-owned Canadian subsidiary,
      Me&NB;





·
            Unregulated
      utility services: MAM USG;





·
            Unregulated
      engineering services: TMG and its subsidiaries and product and service
      lines, classified as discontinued
operations;





·
            Other:
      Corporate costs directly associated with the unregulated subsidiaries,
      other costs not allocated to the regulated utility and inter-company
      eliminations.





The
accounting policies of the segments are the same as those described in Note 1,
“Accounting Policies.”  MAM provides certain administrative support
services to MPS and MAM USG, and provided similar services to TMG and its
subsidiaries.  The costs of services provided to MPS and MAM USG are
billed to MPS and MAM USG based on a combination of direct charges and
allocations.  The cost of corporate services provided to the other
unregulated entities remained at the holding company, and were not allocated or
charged to the various subsidiaries.






9





MPS also
provides services to MAM and other affiliates, including administrative
services, such as information technology, human resources and accounting, and
operational services.  The administrative services are billed to MAM
at cost through inter-company transactions.  Operational services for
which MPS has an established rate for charging third parties are charged at
those established rates.


(In
      thousands of dollars)Quarter
      Ended March 31, 2009Regulated
                                            Electric
                                            Utility
                                          
                                          
                                          Unregulated
      Utility Services
                                          
                                          
                                          Other
                                          
                                          
                                          TotalRevenues
      from External CustomersRegulated Operating Revenues
                                          
                                          $
                                          10,119
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          (17
                                          )
                                          
                                          $
                                          10,102Unregulated Utility Operating Revenues
                                          
                                          
                                          -
                                          
                                          
                                          
                                          194
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          194Total Operating Revenues
                                          
                                          
                                          10,119
                                          
                                          
                                          
                                          194
                                          
                                          
                                          
                                          (17
                                          )
                                          
                                          
                                          10,296Operating
      ExpensesRegulated Operation & Maintenance
                                          
                                          
                                          3,788
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          3,788Unregulated Operation & Maintenance
                                          
                                          
                                          -
                                          
                                          
                                          
                                          210
                                          
                                          
                                          
                                          83
                                          
                                          
                                          
                                          293Depreciation
                                          
                                          
                                          593
                                          
                                          
                                          
                                          3
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          596Amortization of Stranded Costs
                                          
                                          
                                          2,700
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,700Amortization
                                          
                                          
                                          30
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          30Taxes Other than Income
                                          
                                          
                                          451
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          451Income Taxes
                                          
                                          
                                          973
                                          
                                          
                                          
                                          (8
                                          )
                                          
                                          
                                          (44
                                          )
                                          
                                          
                                          921Total Operating Expenses
                                          
                                          
                                          8,535
                                          
                                          
                                          
                                          205
                                          
                                          
                                          
                                          39
                                          
                                          
                                          
                                          8,779Operating
      Income (Loss)
                                          
                                          
                                          1,584
                                          
                                          
                                          
                                          (11
                                          )
                                          
                                          
                                          (56
                                          )
                                          
                                          
                                          1,517Other
      Income (Deductions)Equity in Income of Associated Companies
                                          
                                          
                                          28
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          28Interest and Dividend Income
                                          
                                          
                                          1
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1Other Deductions
                                          
                                          
                                          (20
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (20
                                          )Total Other Income (Deductions)
                                          
                                          
                                          9
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          9Income
      (Loss) Before Interest Charges
                                          
                                          
                                          1,593
                                          
                                          
                                          
                                          (11
                                          )
                                          
                                          
                                          (56
                                          )
                                          
                                          
                                          1,526Interest
      Charges
                                          
                                          
                                          107
                                          
                                          
                                          
                                          2
                                          
                                          
                                          
                                          11
                                          
                                          
                                          
                                          120Net
      Income (Loss)
                                          
                                          $
                                          1,486
                                          
                                          
                                          $
                                          (13
                                          )
                                          
                                          $
                                          (67
                                          )
                                          
                                          $
                                          1,406Total
      Assets
                                          
                                          $
                                          130,354
                                          
                                          
                                          $
                                          1,252
                                          
                                          
                                          $
                                          (107
                                          )
                                          
                                          $
                                          131,499
  10
   (In
      thousands of dollars)Quarter
      Ended March 31, 2008Regulated
                                                      
                                                      
                                                      UnregulatedElectricUtility
                                                      
                                                      
                                                      Utility
      Services
                                                      
                                                      
                                                      Engineering
      Services
                                                      
                                                      
                                                      Other
                                                      
                                                      
                                                      TotalRevenues
      from External CustomersRegulated Operating Revenues
                                                      
                                                      $
                                                      10,901
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      (10
                                                      )
                                                      
                                                      $
                                                      10,891Unregulated Utility Operating Revenues
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      1,296
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      1,296Total Operating Revenues
                                                      
                                                      
                                                      10,901
                                                      
                                                      
                                                      
                                                      1,296
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (10
                                                      )
                                                      
                                                      
                                                      12,187Operating
      ExpensesRegulated Operation & Maintenance
                                                      
                                                      
                                                      3,337
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      3,337Unregulated Operation & Maintenance
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      1,180
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      95
                                                      
                                                      
                                                      
                                                      1,275Depreciation
                                                      
                                                      
                                                      754
                                                      
                                                      
                                                      
                                                      1
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      755Amortization of Stranded Costs
                                                      
                                                      
                                                      2,728
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      2,728Amortization
                                                      
                                                      
                                                      53
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      53Taxes Other than Income
                                                      
                                                      
                                                      453
                                                      
                                                      
                                                      
                                                      2
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (1
                                                      )
                                                      
                                                      
                                                      454Income Taxes
                                                      
                                                      
                                                      1,364
                                                      
                                                      
                                                      
                                                      64
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (66
                                                      )
                                                      
                                                      
                                                      1,362Total Operating Expenses
                                                      
                                                      
                                                      8,689
                                                      
                                                      
                                                      
                                                      1,247
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      28
                                                      
                                                      
                                                      
                                                      9,964Operating
      Income (Loss)
                                                      
                                                      
                                                      2,212
                                                      
                                                      
                                                      
                                                      49
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (38
                                                      )
                                                      
                                                      
                                                      2,223Other
      Income (Deductions)Equity in Income (Loss) of Associated Companies
                                                      
                                                      
                                                      33
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (8
                                                      )
                                                      
                                                      
                                                      25Interest and Dividend Income
                                                      
                                                      
                                                      13
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (9
                                                      )
                                                      
                                                      
                                                      4Other (Deductions) Income
                                                      
                                                      
                                                      (72
                                                      )
                                                      
                                                      
                                                      46
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      2
                                                      
                                                      
                                                      
                                                      (24
                                                      )Total Other (Deductions) Income
                                                      
                                                      
                                                      (26
                                                      )
                                                      
                                                      
                                                      46
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (15
                                                      )
                                                      
                                                      
                                                      5Income
      (Loss) Before Interest Charges
                                                      
                                                      
                                                      2,186
                                                      
                                                      
                                                      
                                                      95
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (53
                                                      )
                                                      
                                                      
                                                      2,228Interest
      Charges
                                                      
                                                      
                                                      199
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      54
                                                      
                                                      
                                                      
                                                      253Income
      (Loss) from Continuing Operations
                                                      
                                                      
                                                      1,987
                                                      
                                                      
                                                      
                                                      95
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (107
                                                      )
                                                      
                                                      
                                                      1,975Loss
      from Discontinued Operations:Loss From Operations
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (15
                                                      )
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (15
                                                      )Benefit of Income Taxes
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      6
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      6Loss
      from Discontinued Operations
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (9
                                                      )
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (9
                                                      )Net
      Income (Loss)
                                                      
                                                      $
                                                      1,987
                                                      
                                                      
                                                      $
                                                      95
                                                      
                                                      
                                                      $
                                                      (9
                                                      )
                                                      
                                                      $
                                                      (107
                                                      )
                                                      
                                                      $
                                                      1,966Total
      Assets
                                                      
                                                      $
                                                      130,543
                                                      
                                                      
                                                      $
                                                      1,614
                                                      
                                                      
                                                      $
                                                      638
                                                      
                                                      
                                                      $
                                                      178
                                                      
                                                      
                                                      $
                                                      132,973


4.    INVESTMENTS
IN ASSOCIATED COMPANIES




Maricor
Properties Ltd




On March
31, 2008, MAM divested its 50% interest in Maricor Properties and its subsidiary
Cornwallis and settled all accounts receivables from associated companies for
$535,000 Canadian or $529,000 US.  This divestiture resulted in a
$3,000 gain, reported in the Consolidated Statement of Operations within
“Other-Net.”  This transaction also released the $1.7 million letter
of credit from Bank of America and released MAM from any obligations associated
with the long-term debt of Maricor Properties and Cornwallis.  The
divestiture was accomplished through a Redemption Agreement signed with Ashford,
the other 50% owner of Maricor Properties.  On April 22, 2008, the
proceeds from this sale and other available funds were used to repay the
remaining $850,000 balance of MAM’s term note with Bank of America.




For the
first quarter of 2008, MAM recorded equity in the loss of Maricor Properties of
$8,000.





Maine
Yankee and MEPCO





MPS owns
5% of the common stock of Maine Yankee Atomic Power Company (“Maine Yankee”), a
jointly-owned nuclear electric power company, and 7.49% of the common stock of
MEPCO, a jointly-owned electric transmission company. Although MPS’s ownership
percentage of these entities is relatively low, it does have influence over the
operating and financial decisions of these companies through board
representation, and therefore MPS records its investment in MEPCO and Maine
Yankee using the equity method.  This is consistent with industry
practice for similar jointly-owned units.




No
dividends were paid by Maine Yankee in the first quarters of 2009 or
2008.  MPS received dividends of $2,000 from MEPCO in both the first
quarters of 2009 and 2008.




11





Substantially
all earnings of Maine Yankee and MEPCO are distributed to investor
companies.





5.    DILUTED
EARNINGS PER SHARE




The
dilutive earnings per share impact of outstanding stock options
was:


Quarters
      Ended March 31,2009
                  
                  
                  2008Net
      Income (in thousands)
                  
                  $
                  1,406
                  
                  
                  $
                  1,966Shares
      Used in Computation of EarningsWeighted-Average Common Shares Outstanding in Computation of Basic
      Earnings per Share
                  
                  
                  1,679,699
                  
                  
                  
                  1,677,862Dilutive Effect of Common Stock Options
                  
                  
                  703
                  
                  
                  
                  176Shares Used in Computation of Earnings per Common Share Assuming
      Dilution
                  
                  
                  1,680,402
                  
                  
                  
                  1,678,038Net
      Income per Share (Basic)
                  
                  $
                  0.84
                  
                  
                  $
                  1.17Net
      Income per Share (Diluted)
                  
                  $
                  0.84
                  
                  
                  $
                  1.17


6.  DEFERRED
DIRECTORS’ COMPENSATION





The
compensation program for the MAM Board of Directors includes an option for the
director to defer some or all of his or her fees, rather than taking those fees
in cash each quarter.  The first deferral option grants the director a
number of phantom shares of stock, with the number granted equivalent to the
fees earned for the quarter, divided by the closing share price on the last day
of that quarter.  The cumulative deferred phantom shares are marked to
the closing share price on the last day of each quarter, and the adjustment is
recorded as expense.  If applicable, any dividends paid are also
converted to an equivalent number of phantom shares, and are added to the
cumulative deferred total.





During
the first quarter of 2009, the equivalent of 762 shares was deferred, bringing
the total deferred through March 31, 2009, to the equivalent of 35,876
shares.  The share price on that date was $35.37, resulting in a $1.27
million liability recorded on the Consolidated Balance Sheet under
“Miscellaneous Liabilities.”  This unfunded liability is payable upon
termination of services of the director.  The plan allows for a lump
sum distribution or a monthly payment over ten years.  All directors
currently participating in this deferral plan have elected the ten-year payment
option.





The
second deferral option allows directors to postpone payment of their fees in
cash, and earn interest on the deferred amounts at a rate adjusted quarterly to
the five-year Treasury Note rate.  The unfunded obligation under this
deferral program is $25,000, and is also recorded under “Miscellaneous
Liabilities” on the Consolidated Balance Sheets.”





7.    BENEFIT
PROGRAMS





The
Company provides certain pension, post-retirement and welfare benefit programs
to its employees. Benefit programs are an integral part of the Company’s
commitment to hiring and retaining employees, providing market-based
compensation that rewards individual and corporate performance. The Company
offers welfare benefit plans to all employees, consisting of health care, life
insurance, long-term disability, and accidental disability insurance. The
Company also offers a retirement savings program to most employees in the form
of a 401(k) plan. This plan allows voluntary contributions by the employee and
may contain a contribution by the Company.





U.
S. Defined Benefit Pension Plan





The
Company has a non-contributory defined benefit pension plan covering MPS and
certain former MAM employees.  No employees of other unregulated
businesses are eligible for this benefit plan. Benefits under the plan are based
on employees’ years of service and compensation prior to
retirement.





On
December 31, 2006, future salary and service accruals for current participants
in the plan ceased, and any new employees hired on or after January 1, 2006, are
not eligible for the pension plan.  The Company agreed to additional
employer contributions to the Retirement Savings Plan to compensate employees in
part or in full, depending on their number of years of service, for this lost
benefit.  This additional contribution ranges from 5% to 25% of each
eligible employee’s gross base pay, and is immediately fully
vested.  This contribution was $174,000 and $171,000 in the first
quarters of 2009 and 2008, respectively.





The
Company’s policy has been to fund pension costs accrued.  The Company
contributed $341,000 for the 2008 plan year in the first quarter of 2009, and
does not anticipate any additional contributions for the 2008 plan
year.  The Company also expects to contribute approximately $200,000
per quarter during 2009 for 2009 plan year estimated payments.





12





The
following table sets forth the plans’ net periodic benefit cost:





(In
      thousands of dollars)
                        
                        Pension
      BenefitsQuarters
      Ended March 31,2009
                        
                        
                        2008Interest cost
                        
                        $
                        271
                        
                        
                        $
                        268Expected return on plan assets
                        
                        
                        (292
                        )
                        
                        
                        (305
                        )Recognized net actuarial loss
                        
                        
                        36
                        
                        
                        
                        19Net periodic benefit cost
                        
                        $
                        15
                        
                        
                        $
                        (18
                        )


Health
Care Benefits





The
Company provides certain health care benefits to eligible
employees.  Eligible employees share in the cost of their medical
benefits, in addition to plan deductibles and coinsurance
payments.  The plan also covers retiree medical coverage for employees
of Maine Public Service Company, the regulated utility.  Employees
hired on or after October 1, 2005, are not eligible for post-retirement medical
coverage.





The
following table sets forth the plans’ net periodic benefit cost:





(In
      thousands of dollars)
                        
                        Health
      Care BenefitsQuarters
      Ended March 31,2009
                        
                        
                        2008Service cost
                        
                        $
                        49
                        
                        
                        $
                        51Interest cost
                        
                        
                        139
                        
                        
                        
                        137Expected return on plan assets
                        
                        
                        (38
                        )
                        
                        
                        (56
                        )Amortization of transition obligation
                        
                        
                        18
                        
                        
                        
                        18Amortization of prior service cost
                        
                        
                        (15
                        )
                        
                        
                        (15
                        )Recognized net actuarial loss
                        
                        
                        50
                        
                        
                        
                        49Net periodic benefit cost
                        
                        $
                        203
                        
                        
                        $
                        184


8.    COMMITMENTS,
CONTINGENCIES AND REGULATORY MATTERS


Request
for Confirmation of Interpretation of Cost Allocation Manual




On
January 30, 2009, in MPUC Docket No. 2009-60, MPS requested confirmation of its
interpretation of how it allocates common costs of the Company among its
affiliates under its Cost Allocation Manual.  These costs consist
primarily of Board of Directors’ fees, SEC reporting costs, investor relations,
and corporate audit and tax fees.  Under the Cost Manual, such common
costs are allocated based upon each affiliate’s relative share of direct
operating expenses.  The Company has been excluding stranded costs and
income taxes from the calculation of allocation rates, on the basis that these
are not direct expenses that drive common costs.  On that same basis,
MPS proposed to exclude MAM USG subcontractor and materials expenses from the
common cost allocation.  The parties in Docket No. 2009-60 are
currently in settlement discussions.  Any change would not impact the
net income of the corporation, but would impact segment
reporting.  For 2008, net income for MPS would have been approximately
$123,000 lower, with a corresponding reduction in the net loss for MAM
USG.




Federal
Energy Regulatory Commission 2008 Open Access Transmission Tariff Formula Rate
Filing




On June
16, 2008, MPS filed its updated rates under the 2008 Open Access Transmission
Tariff (“OATT”) formula pursuant to Docket ER00-1053 for both wholesale and
retail customers.  The revenue decreases were approximately $230,000
or 28% for wholesale customers, effective June 1, 2008, and $670,000 or 18% for
retail customers, effective July 1, 2008.  The decrease is primarily
associated with wheeling revenue collected from generators exporting electricity
off the MPS system during 2007.  The proceeding and potential
settlement negotiations are underway; the final change in rates could differ
from the initial filing.  MPS cannot determine the ultimate outcome at
this time.




Reduction
of Stated Capital of Maine & New Brunswick Electrical Power Company,
Ltd.




In the
Order Approving Stipulation under MPUC Docket No. 2002-676, “Maine Public Service Company Request
for Approval of Reorganization of the Company into a Holding Company Structure,”MPS received permission from the MPUC to wind up and dissolve Me&NB
at such future time as MPS deemed appropriate.  In September 2008, MPS
filed notice with the MPUC and partially liquidated its investment in
Me&NB.  This partial liquidation reduced MPS’s equity investment
in Me&NB from $1 million to $150,000, with $850,000 cash returned from
Me&NB to MPS.  MPS wired those funds to its First Mortgage Bond
Trustee in April 2009, to be held in trust until bondable property additions
since the receipt of the funds exceed the balance in the trust
account.  MPS anticipates sufficient additions to release the funds
during the second or third quarters of 2009.  These funds are reported
in Restricted Assets on the March 31, 2009, Consolidated Balance
Sheet.





13




MPUC
Investigation of Maine Utilities Continued Participation in ISO-NE




On April 8, 2008, at the direction of
the Maine legislature, the MPUC initiated an investigation in Docket No.
2008-156 of Maine utilities continued participation in ISO-NE and the New
England Regional Transmission Organization.  MPS is not currently a
member of ISO-NE, but was made a party to the case by the Commission in light of
the potential integration of the ISO-NE and northern Maine markets by means of
the MPC Project.  In February 2008, the Company requested to become a
member of ISO-NE subject to certain conditions, including the inclusion of the
costs of the MPC Project in the ISO-NE regional transmission
tariff.  MPS has been an active participant in this
Docket.




On
January 16, 2009, the MPUC determined that the status quo relationship with
ISO-NE was inadequate.  The Commission ordered CMP and Bangor Hydro to
move forward and negotiate meaningful reform to benefit Maine consumers with the
assistance of the Commission.  Since the issuance of its January
decision, the Commission has participated actively within the ISO-NE stakeholder
process to achieve necessary reforms, and is expected to continue to do
so.  The Company cannot predict the outcome of this Docket and reform
initiative, nor can it predict what, if any, impact a decision to require CMP
and Bangor Hydro to withdraw from ISO-NE would have on MPS.  Finally,
the Company cannot predict what action the Maine legislature may take in its
review of any Commission decision.





Wheelabrator-Sherman





MPS was
ordered into a Power Purchase Agreement with Wheelabrator-Sherman in 1986, which
required the purchase of the entire output (up to 126,582 MWH per year) of a
17.6 MW biomass plant through December 31, 2006.  Total stranded costs
included as regulatory assets under the caption “Deferred Fuel and Purchased
Energy Costs” in the Consolidated Balance Sheet related to this contract are
$24.3 million and $26.1 million at March 31, 2009, and December 31, 2008,
respectively.





Poly
Chlorinated Bi-Phenol Transformers





In
response to a Maine environmental regulation to phase out Poly Chlorinated
Bi-phenol (“PCB”) transformers, MPS has a program to eliminate transformers on
its system that do not meet the State environmental guidelines. The Company is
in the process of inspecting almost 13,000 distribution transformers over a
ten-year period. MPS is currently in its ninth year of this ten-year program.
Approximately 35% of the transformers inspected require “in service” PCB oil
sampling.  In addition, transformers that pass the inspection criteria will
be refitted with new lightning arrestors and animal guards, where necessary. The
current total estimated cost of the project is $3.2 million; as of March 31,
2009, $2.7 million of this total has been spent.  The remaining cost of the
project has been accrued on the Consolidated Balance Sheet as “Accrued Removal
Obligations.”





Financial
Information System Hosting Agreement





In 2007,
the Company renegotiated its Financial Information System hosting agreement with
OneNeck IT Services to host and provide technical and functional support for the
integrated Oracle Financial Information System.  The base hosting fees
were reduced to $537,500 per year for 2007 through 2013.





Off-Balance
Sheet Arrangements





The
Company has several operating leases for office and field equipment, vehicles
and office space, accounted for in accordance with SFAS 13, Accounting for
Leases.  The following summarizes payments for leases for a
period in excess of one year:





Quarters
      Ended March 31,(In
      thousands of dollars)
                      
                      2009
                      
                      
                      2008Equipment
                      
                      $
                      20
                      
                      
                      $
                      5Building
                      
                      
                      -
                      
                      
                      
                      32Rights
      of Way
                      
                      
                      28
                      
                      
                      
                      -Total
                      
                      $
                      48
                      
                      
                      $
                      37


The
future minimum lease payments have not changed materially from the amounts
reported as of December 31, 2008.  Please refer to MAM’s 2008 Form
10-K for these future lease payments.







14





9.    CAPITAL
LEASES





MPS
financed certain of its 2006 and 2007 vehicle and computer equipment purchases
through capital leases, totaling $820,000.  The remaining liability as
of March 31, 2009, for these capital lease arrangements is approximately
$411,000, and is recorded within “Miscellaneous Liabilities” on the Consolidated
Balance Sheet.  Future minimum lease payments have not changed from
the amounts reported as of December 31, 2008.  Please refer to MAM’s
2008 Form 10-K for these future lease payments.





From the
inception of the leases through December 31, 2008, the Company recorded
depreciation expense and accumulated depreciation on leased assets in accordance
with generally accepted accounting principles.  FERC General
Instruction No. 20 requires this reduction in the value of computers, office
equipment and vehicles under capital lease be reported as rent expense within
Operation and Maintenance expense.  The 2009 Consolidated Income
Statement reflects this reclassification of $245,000.





10.    FAIR
VALUE DISCLOSURES





On
January 1, 2008, the Company adopted SFAS 157, “Fair Value
Measurements.”  SFAS 157 defines fair value, establishes a
framework for measuring fair value, and expands disclosures requirements about
fair value measurements.  This standard applies to reported balances
that are required or permitted to be measured at fair value under existing
accounting pronouncements.  The standard does not require any new fair
value measurements.





SFAS 157
emphasizes that fair value is a market-based measurement, not an entity-specific
measurement. Therefore, a fair value measurement should be determined based on
the assumptions that market participants would use in pricing the asset or
liability. SFAS 157 establishes a three-level fair value hierarchy as the basis
for considering market participant assumptions in fair value
measurements.  The input levels are defined as follows:





·
            Level
      1 inputs:  Unadjusted quoted prices in active markets for
      identical assets or liabilities that the Company has the ability to
      access.





·
            Level
      2 inputs:  Inputs other than quoted prices included in Level 1
      that are observable for the asset or liability, either directly or
      indirectly, including quoted prices for similar assets and liabilities in
      active markets, as well as other observable inputs for the asset or
      liability, such as interest rates, foreign exchange rates, and yield
      curves that are observable at commonly quoted
  intervals.





·
            Level
      3 inputs:  Unobservable inputs for the asset or liability,
      typically based on an entity’s own assumptions, as there is little, if
      any, related market activity.





In
instances where the determination of the fair value measurement is based on
inputs from different levels of the fair value hierarchy, the level in the fair
value hierarchy within which the entire fair value measurement falls is based on
the lowest level input that is significant to the fair value measurement in its
entirety. The Company’s assessment of the significance of a particular input to
the fair value measurement in its entirety requires judgment, and considers
factors specific to the asset or liability.





Currently,
the Company uses interest rate swaps to manage its interest rate
risk.  The valuation of these instruments is determined using widely
accepted valuation techniques including discounted cash flow analysis on the
expected cash flows of each derivative.  This analysis reflects the
contractual terms of the derivatives, including the period to maturity, and uses
observable market-based inputs.  This valuation relies on Level 2
inputs.





The fair
value of the interest rate hedges, as of March 31, 2009, was a liability of $4.0
million, compared to a liability of $4.8 million at December 31, 2008, a gain in
fair value of $844,000.  This gain, less the deferred income tax
provision of $338,000, from December 31, 2008, to March 31, 2009, has been
reported as “Other Comprehensive Income” on the Consolidated Statement of
Shareholders’ Equity.





15


11.    DISCONTINUED
OPERATIONS




MAM
divested substantially all of its unregulated engineering operations during
2007.  TMG is presented as discontinued operations in these financials
statements through its dissolution in the fourth quarter of 2008.  The
net loss for TMG is a result of the operations of Mecel Properties, and is
composed of the following:


(in
      thousands of dollars)
                        
                        Quarter
      Ended
                          March
      31,2008Loss
      From Operations:Operating Revenue
                        
                        $
                        20Expenses
                        
                        
                        (35
                        )Loss from Operations
                        
                        
                        (15
                        )Benefit
      of Income Taxes
                        
                        
                        6Net Loss — Unregulated Engineering Services
                        
                        $
                        (9
                        )


TMG had
no assets or liabilities remaining at March 31, 2009, or December 31,
2008.





16


PART
1. FINANCIAL INFORMATION





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





Forward-Looking
Statements





This
filing contains certain "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995, related to the expected future
performance of our plans and objectives, such as forecasts and projections of
expected future performance or statements of Management’s plans and
objectives.  These forward-looking statements may be contained in
filings with the SEC and in press releases and oral statements.  We
use words such as “anticipate,” “estimate,” “predict,” “expect,” “project,”
“intend,” “plan,” “believe,” and other words and terms of similar meaning in
connection with any discussion of future operating or financial
performance.  These statements are based on the current expectations,
estimates or projections of Management and are not guarantees of future
performance.  Some or all of these forward-looking statements may not
turn out to be what the Company expected.  Actual results will differ,
and some of the differences may be material.





Factors
that could cause actual results to differ materially from our projections
include, among other matters, legislation and regulation, construction of new
transmission facilities, financing risk for new transmission facilities, risk
from joint development agreement, contract risks at MAM USG, attraction and
retention of qualified employees, economy of the region and general economic
conditions, competitive conditions, holding company structure, interest rate and
debt covenant risk, pension plan investments, information technology,
environmental risks, aging infrastructure and reliability, weather, vandalism,
terrorism and other illegal acts, alternative generation options, and
professional liability.  Therefore, no assurances can be given that
the outcomes stated in such forward-looking statements and estimates will be
achieved.





Accounting
Policies




Critical accounting policies are disclosed in the Company’s 2008 Annual Report
on Form 10-K.




Results of Operations and Executive Overview




Net Income and Earnings Per Share


Quarters
      Ended March 31,(in thousands except per share amounts)
                        
                        2009
                        
                        
                        2008Income
      (Loss) from Continuing OperationsRegulated Electric Utility
                        
                        $
                        1,486
                        
                        
                        $
                        1,987Unregulated Utility Services
                        
                        
                        (13
                        )
                        
                        
                        95Other*
                        
                        
                        (67
                        )
                        
                        
                        (107
                        )Income from Continuing Operations
                        
                        
                        1,406
                        
                        
                        
                        1,975Loss
      from Discontinued OperationsUnregulated Engineering Services
                        
                        
                        -
                        
                        
                        
                        (9
                        )Net
      Income
                        
                        $
                        1,406
                        
                        
                        $
                        1,966Basic
      Income Per Share
                        
                        $
                        0.84
                        
                        
                        $
                        1.17


*The
“Other” line includes activities of the holding company (including corporate
costs directly associated with the unregulated subsidiaries and costs not
allocated to the regulated utility or unregulated utility services) and
inter-company eliminations.





Net
income above is allocated based upon the segments as presented in Note 3,
“Segment Information,” of the Consolidated Financial Statements.  The
results by segment are explained more fully in the following
sections.





The first
quarter 2009 consolidated net income of the Company was down $560,000 or 28.5%
when compared to the first quarter of 2008.  There are three primary
reasons for this downturn:





1.
            Regulated
      revenues were lower by $789,000 or 7.2% compared to the same quarter last
      year.  Of that amount, the majority was from the commercial
      customer class where the wood and lumber industry continues to mirror the
      national economy, suffering closures and layoffs within our service
      territory.  Revenues were up approximately $129,000 or 3.0% for
      residential customers, but residential home owners also are looking to
      conserve.  These trends started in the middle of 2008 and
      Management cannot say for certain if, or when, these trends may cease or
      reverse.





2.
            MAM
      USG, our unregulated contracting subsidiary, had no material projects
      during the first quarter of 2009, compared to having two large projects in
      the first quarter of 2008.  The reduction in activity greatly
      impacted MAM USG revenues, which are down $1.1 million in the first
      quarter of 2009 compared to the first quarter of 2008.  Because
      MAM USG expenses for the period were also significantly lower, the
      resulting impact on its net income was not nearly as great as the impact
      on its revenues – MAM USG had a small profit in 2008 and a small loss in
      2009.






17





3.
            Cost
      increases at MPS, which are explained more fully in the MPS Regulated
      Utility Expenses Section below, include an increase in operations and
      maintenance expenses, net of a reclassification of expense from
      depreciation to operation and maintenance, by $206,000 or 6.2% over the
      same quarter in 2008.





We are
taking the following steps to address these issues:





·
            MPS
      revenue dollars are partly protected from decreases in
      volume.  In the Company’s most recent stranded cost rate case,
      MPUC Docket No. 2006-506, MPS agreed to reconcile annually the projected
      sales volume on which the stranded cost rates were based to the actual
      sales volume.  With volume down significantly, MPS recognized
      revenue and established a regulatory asset of $754,000 in the fourth
      quarter of 2008 to reflect this reconciliation provision.  A
      similar adjustment is expected to be made in 2009, if the sales volume
      remains at current levels.





·
            MAM
      USG has several outstanding bids on projects with developer time horizons
      within the next one to three years.  MAM USG is also pursuing
      other commercial and industrial
projects.





·
            We
      continue to analyze and pursue additional transmission investments which
      would support the development of additional renewable generation within
      our service territory as well as possibly provide additional capacity,
      stabilization, and security for existing customers, principally on the
      project described in our previous filings as the MPC
      project.  We continue to work with our partner, Central Maine
      Power Company, as well as generation developers on matters related to that
      project.





Strategically,
management believes that our strategy of continued growth through the pursuit of
prudent transmission and distribution investments, diversification of revenue
lines within our core competencies through MAM USG, and cost controls provide
the best balance for our shareholders and customers.





Regulated
Operations





Regulated
operations include MPS and Me&NB, the Company’s regulated subsidiary and its
inactive unregulated Canadian subsidiary:





Quarters
      EndedMarch
      31,2009
                          
                          
                          2008Net
      Income — Regulated Electric Utility (In thousands)
                          
                          $
                          1,486
                          
                          
                          $
                          1,987Earnings
      Per Share from Regulated Electric Utilities
                          
                          $
                          0.88
                          
                          
                          $
                          1.18





Regulated
Operating Revenues





Consolidated
revenues (in thousands of dollars) and Megawatt Hours (“MWH”) for the quarters
ended March 31, 2009, and 2008, are as follows:





2009
                                      
                                      
                                      2008Dollars
                                      
                                      
                                      MWH
                                      
                                      
                                      Dollars
                                      
                                      
                                      MWHResidential
                                      
                                      $
                                      4,474
                                      
                                      
                                      
                                      53,855
                                      
                                      
                                      $
                                      4,345
                                      
                                      
                                      
                                      51,422Large
      Commercial
                                      
                                      
                                      816
                                      
                                      
                                      
                                      30,180
                                      
                                      
                                      
                                      1,347
                                      
                                      
                                      
                                      38,004Medium
      Commercial
                                      
                                      
                                      1,743
                                      
                                      
                                      
                                      25,081
                                      
                                      
                                      
                                      1,854
                                      
                                      
                                      
                                      26,346Small
      Commercial
                                      
                                      
                                      2,492
                                      
                                      
                                      
                                      26,359
                                      
                                      
                                      
                                      2,488
                                      
                                      
                                      
                                      25,929Other
      Retail
                                      
                                      
                                      226
                                      
                                      
                                      
                                      852
                                      
                                      
                                      
                                      233
                                      
                                      
                                      
                                      850Total
      Regulated Retail
                                      
                                      
                                      9,751
                                      
                                      
                                      
                                      136,327
                                      
                                      
                                      
                                      10,267
                                      
                                      
                                      
                                      142,551Other
      Regulated Operating Revenue
                                      
                                      
                                      368
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      634Total
      Regulated Revenue
                                      
                                      $
                                      10,119
                                      
                                      
                                      
                                      
                                      
                                      
                                      $
                                      10,901


MPS
residential customer revenue volume increased 2,433 MWH or 4.7% from the first
quarter of 2008 to the first quarter of 2009.  Due to colder weather
in January, heating degree days for the quarter are up slightly, approximately
22 heating degree days or 0.5%. Also, the number of customers using electric
heat increased year-over-year, requiring an additional 351 MWH in the first
quarter of 2009 compared to the first quarter of 2008.  These volume
increases resulted in $206,000 more revenue, while a decrease in average rates
reduced revenue approximately $77,000.






18




Revenue
from our large commercial customers continued to decline in the first quarter of
2009.  The manufacturing of forest products, principally lumber,
plywood, and oriented strand board, continue to be the dominant economic forces
within MPS’s service area.  Plant shutdowns and slow economic growth
in these industries have resulted in a 7,824 MWH or 20.6% reduction in sales
volume.  We are continuing our efforts with Aroostook Partnership for
Progress, a public/private partnership, to encourage economic
development.  Further, under the most recent stranded cost filing,
MPUC Docket No. 2006-506, MPS is required to reconcile actual sales volume to
expected sales volume, to ensure we do not over- or under-earn on stranded cost
rate base due to fluctuations in volume.  This annual adjustment,
recorded in December, will partly mitigate the large commercial customer revenue
shortfall.





Medium
commercial customers also reduced their volume in the first quarter of 2009
compared to the same period of 2008.  This 1,265 MWH or 4.8% decrease
is attributable to a combination of fewer customers and lower use by the
remaining customers, and resulted in $111,000 less revenue
year-over-year.





Small
commercial customers increased their electricity use slightly, up 430 MWH or
1.7%, but also experienced a decrease in average rates, resulting in revenue
remaining consistent with the prior year.  Other retail revenue was
also essentially flat, at $226,000 in first quarter of 2009, compared to
$233,000 for the first quarter of 2008.





Other
regulated operating revenue is down $266,000 in the first three months of 2009
compared to the same period of 2008.  Transmission wheeling revenue
decreased $155,000, due to the reduction in rates effective July 1,
2008.  MPS’s transmission rates are based on the Company’s revenue
requirement (transmission expenses plus the allowed return on assets) less the
wheeling revenue earned.  The rates go into effect on July 1 each
year, and are calculated from the financial results of the previous calendar
year.  Higher wheeling volume in 2007 resulted in the reduction in
rates effective July 1, 2008.





Other
regulated operating revenue was also reduced by approximately $52,000 due to
less miscellaneous service revenue, and by $43,000 for unbilled
revenue.  The remaining decrease is due to other smaller changes in
other operating revenues.





For more
information on the status of the most recent rate filings, see Part II, Item 1,
“Legal Proceedings.”





Regulated
Utility Expenses





For the
quarters ended March 31, 2009, and 2008, regulated operation and maintenance
expenses are as follows:





(In
      thousands of dollars)
                      
                      2009
                      
                      
                      2008Regulated
      Operation and MaintenanceLabor
                      
                      $
                      1,207
                      
                      
                      $
                      1,160Benefits
                      
                      
                      398
                      
                      
                      
                      395Outside Services
                      
                      
                      301
                      
                      
                      
                      261Holding Company Management Costs
                      
                      
                      295
                      
                      
                      
                      275Insurance
                      
                      
                      127
                      
                      
                      
                      131Regulatory Expenses
                      
                      
                      311
                      
                      
                      
                      311Transportation
                      
                      
                      189
                      
                      
                      
                      241Maintenance
                      
                      
                      144
                      
                      
                      
                      149Rent
                      
                      
                      429
                      
                      
                      
                      12Other
                      
                      
                      387
                      
                      
                      
                      402Total Regulated Operation and Maintenance
                      
                      $
                      3,788
                      
                      
                      $
                      3,337


Regulated
operation and maintenance expense increased approximately $451,000 or 14% from
the first quarter of 2008 to the first quarter of 2009.  The $417,000
increase in rent expenses represented the majority of the
increase.  This change was due to higher rent expense from the
reclassification of depreciation and amortization of leased assets described
more fully in Note 9.





Labor and
benefits also increased $50,000, or 3% year-over-year, due to normal pay
increases and an increase in the number of employees, partly offset by an
increase in capitalized labor.  Outside services are up approximately
$40,000, primarily due to an expansion of MPS’s tree trimming program in
response to a vegetation management study performed in 2008.





The
remainder of the increase in expense is due to other smaller changes in various
expense categories.







19





Stranded
cost expenses of the regulated utility are as follows:





Quarters
      Ended March 31,(In
      thousands of dollars)
                      
                      2009
                      
                      
                      2008Stranded
      CostsMaine Yankee
                      
                      $
                      69
                      
                      
                      $
                      588Seabrook
                      
                      
                      384
                      
                      
                      
                      384Deferred Fuel
                      
                      
                      2,115
                      
                      
                      
                      1,560Cost Incentive Refund
                      
                      
                      62
                      
                      
                      
                      62Cancelled Transmission Plant
                      
                      
                      -
                      
                      
                      
                      64Special Discounts
                      
                      
                      70
                      
                      
                      
                      70Total Stranded Costs
                      
                      $
                      2,700
                      
                      
                      $
                      2,728


The
stranded cost expenses presented above for both 2009 and 2008 reflect the impact
of MPS’s most recent stranded cost rate case, MPUC Docket No.
2006-506.  The amortization amounts for the rest of 2009 are expected
to remain consistent with the first quarter.  The changes from prior
year are a result of the timing of recovery of stranded costs under the Docket,
primarily related to Maine Yankee and deferred fuel.  The recovery of
Maine Yankee in the Docket correlates to Maine Yankee’s cost budget, which is
decreasing over time, while the recovery of deferred fuel is the levelizing
mechanism.




Unregulated
Utility Services





Unregulated
Utility Services is comprised of the operations of MAM USG.





Quarters
      Ended March 31,2009
                        
                        
                        2008Revenue
                        
                        $
                        194
                        
                        
                        $
                        1,296Direct
      Expenses
                        
                        
                        134
                        
                        
                        
                        1,118Gross
      Profit
                        
                        
                        60
                        
                        
                        
                        178Other
      (Expenses) Income
                        
                        
                        (58
                        )
                        
                        
                        3Common
      Corporate Costs and Facilities Charges
                        
                        
                        (23
                        )
                        
                        
                        (22
                        )Income
      Tax Benefit (Provision)
                        
                        
                        8
                        
                        
                        
                        (64
                        )Net (Loss) Income — Unregulated Utility Services
                        
                        $
                        (13
                        )
                        
                        $
                        95(Loss) Earnings Per Share from Unregulated Utility
Services
                        
                        $
                        (0.01
                        )
                        
                        $
                        0.06


MAM USG
incurred a loss of $13,000 for the first quarter of 2009, compared to income of
$95,000 for the first quarter of 2008.  In 2008, MAM USG was
performing work on two significant wind farm projects outside of MPS’s service
territory, as well as other smaller projects.  In 2009, such
development activity has slowed.  As noted in MAM’s 2008 Form 10-K,
MAM USG has hired a new General Manager, and continues to seek opportunities to
provide its electrical contracting, engineering, planning, procurement and
project management services to developers, generators and others in both the
private and public sectors.





Other
Continuing Operations





Quarters
      EndedMarch
      31,2009
                            
                            
                            2008Net
      Loss — Other Continuing Operations (in thousands)
                            
                            $
                            (67
                            )
                            
                            $
                            (107
                            )Loss
      Per Share from Other Continuing Operations
                            
                            $
                            (0.04
                            )
                            
                            $
                            (0.06
                            )


Other
continuing operations are the common costs of MAM that cannot be allocated to
MPS or MAM USG, the corporate costs of MAM directly associated with the former
unregulated businesses and intercompany eliminations.  The net loss
from this segment is $40,000 less in the first quarter of 2009 than 2008, due to
a reduction in interest expense, from $54,000 in 2008 to $11,000 in
2009.  This reduction is a combination of the repayment of debt during
2008 and into 2009, and lower interest rates on MAM’s variable rate
debt.





Interest
Expense





Interest
charges decreased from $253,000 in the first quarter of 2008 to $120,000 in the
first quarter of 2009.  The decrease is primarily due to lower debt
balances, with $3.4 million of short- and long-term debt and capital lease
obligations repaid in the first quarter of 2009, in addition to the $6.9 million
repaid during 2008.  Also, interest rates have decreased on MAM and
MPS’s variable rate debt.





20




Income
Tax Expense / Benefit





The
regulated provision for income taxes decreased $391,000 from 2008 to 2009, due
to the decrease in net income at MPS.  The decrease in revenue of
$789,000 resulted in a $316,000 reduction in income tax expense, with the
remainder of the reduction due to higher expenses.





The
benefit of income taxes for unregulated continuing operations increased from
$2,000 in the first quarter of 2008 to $52,000 in the first quarter of
2009.  The increase is a result of the reduction in income from MAM
USG.





Taxes
Other Than Income





Taxes
other than income are primarily payroll and property taxes.  These
taxes decreased $3,000 from prior year to $451,000 for the quarter ended March
31, 2009.





Off-Balance
Sheet Arrangements and Financial Information System Hosting
Agreement





Please
refer to Note 8 of the financial statements.





Liquidity
and Capital Resources




MAM continued to improve
its liquidity position in the quarter ended March 31, 2009.  We have
paid down approximately $3.4 million of debt during the first three months of
2009.  Our cash flow from operating activities also remains strong as
we continue through the stranded cost free cash flow period.  The
increased cash flow allowed for the return of our quarterly dividend, with
dividends of $0.05 per share paid in January and April 2009.





The Company’s cash and cash equivalents
as of March 31, 2009, were $793,000, down $1.1 million from $1.8 million at
December 31, 2008.  The “Statements of Consolidated Cash Flows” of the
Company’s Consolidated Financial Statements as presented in Part I, Item 1 of
this Form 10-Q, reflects the Company’s sources and uses of capital.





Cash flow provided by operating
activities for the first quarter of 2009 was $5.5 million, compared to $5.7
million in the first quarter of 2008.  The decrease in net income of
$560,000 from the first quarter of 2008 to the first quarter of 2009 and the
changes in deferred income taxes were the largest factors in the decrease in
operating cash flow period-over-period.  In the first quarter of 2008,
the Company had a net operating loss carryforward available to reduce its income
tax payment obligations.  With the use of the net operating loss
carryforward in 2008, MAM’s cash income tax payments have increased from $16,000
in the first quarter of 2008 to $1.1 million in the first quarter of 2009, due
to the stranded cost free cash flow.  The largest increase in
operating cash flows is $2.4 million in accounts receivable and unbilled revenue
from the utility, due to the collection of receivables at MAM USG during 2008,
and the reduced activity in this segment in 2009.




Cash flow used for investing activities
in the first quarter of 2009 was $3.2 million.  Investments in fixed
assets were $2.2 million, and restricted investments increased $849,000 due to
the transfer of cash received from the reduction of Me&NB’s stated capital
to the first mortgage bond trustee.  The January dividend payment of
$84,000 was the remaining use of investing cash.  Cash flow provided
by investing activities for the first quarter of 2008 was $329,000, largely as a
result of the change in restricted investments which provided cash flows from
the capital reserve account upon final payment of the 1998 FAME Notes
obligation.  This source of cash was offset by investments in fixed
assets of $1.9 million





In
accordance with rate stipulations approved by the MPUC, for ratemaking purposes,
MPS is required to maintain a capital structure not to include more than 51%
common equity for the determination of delivery rates.   Also, in
the order approving the reorganization of MPS and the formation of MAM, the
parties stipulated to several restrictions on the capital structure of MPS and
MPS’s ability to make dividend payments to MAM.  As of March 31, 2009,
MPS is in compliance with these conditions.




As part
of the refinancing of short-term borrowings during 2005 and continuing under the
revised terms in May of 2008, MAM and MPS agreed to certain financial and other
covenants, such as debt service coverage and earnings before interest and taxes
ratios. In the event of a default, the various lenders could require immediate
repayment of the debt. A default could also trigger increases in interest rates,
difficulty obtaining other sources of financings and cross-default provisions
within the debt agreements.  MAM USG also has similar provisions under
its one-year line of credit agreement.  MAM, MPS and MAM USG are in
compliance with all debt covenants as of March 31, 2009.







21




Regulatory
Proceedings





For
regulatory proceedings, see Part II, Item 1, “Legal Proceedings,” which is
incorporated in this section by this reference.





Item
4T. Controls and Procedures





The
principal executive officer and principal financial officer evaluated the
effectiveness of the Company's disclosure controls and procedures as of the end
of the period covered by this report.  "Disclosure controls and
procedures" are controls and other procedures of a company that are designed to
ensure that information required to be disclosed by the company in the reports
that it files or submits under the Securities Exchange Act of 1934, within the
time periods specified in the SEC rules and forms, is recorded, processed,
summarized and reported, and is accumulated and communicated to the Company's
Management, including its principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosure.  Based on their evaluation, the Company’s principal
executive officer and principal financial officer concluded that the Company's
disclosure controls and procedures are effective.





We
maintain a system of internal control over financial reporting designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America.
There was no change in our internal control over financial reporting that
occurred during the most recent fiscal quarter that materially affected, or is
reasonably likely to materially affect, our internal control over
financial reporting.





22


PART
II. OTHER INFORMATION





Item
1. Legal Proceedings





Request
for Confirmation of Interpretation of Cost Allocation Manual




On
January 30, 2009, in MPUC Docket No. 2009-60, MPS requested confirmation of its
interpretation of how it allocates common costs of the Company among its
affiliates under its Cost Allocation Manual.  These costs consist
primarily of Board of Directors’ fees, SEC reporting costs, investor relations,
and corporate audit and tax fees.  Under the Cost Manual, such common
costs are allocated based upon each affiliate’s relative share of direct
operating expenses.  The Company has been excluding stranded costs and
income taxes from the calculation of allocation rates, on the basis that these
are not direct expenses that drive common costs.  On that same basis,
MPS proposed to exclude MAM USG subcontractor and materials expenses from the
common cost allocation.  The parties in Docket No. 2009-60 are
currently in settlement discussions.  Any change would not impact the
net income of the corporation, but would impact segment
reporting.  For 2008, net income for MPS would have been approximately
$123,000 lower, with a corresponding reduction in the net loss for MAM
USG.




Federal
Energy Regulatory Commission 2008 Open Access Transmission Tariff Formula Rate
Filing




On June
16, 2008, MPS filed its updated rates under the 2008 Open Access Transmission
Tariff (“OATT”) formula pursuant to Docket ER00-1053 for both wholesale and
retail customers.  The revenue decreases were approximately $230,000
or 28% for wholesale customers, effective June 1, 2008, and $670,000 or 18% for
retail customers, effective July 1, 2008.  The decrease is primarily
associated with wheeling revenue collected from generators exporting electricity
off the MPS system during 2007.  The proceeding and potential
settlement negotiations are underway; the final change in rates could differ
from the initial filing.  MPS cannot determine the ultimate outcome at
this time.




Reduction
of Stated Capital of Maine & New Brunswick Electrical Power Company,
Ltd.




In the
Order Approving Stipulation under MPUC Docket No. 2002-676, “Maine Public Service Company Request
for Approval of Reorganization of the Company into a Holding Company Structure,”MPS received permission from the MPUC to wind up and dissolve Me&NB
at such future time as MPS deemed appropriate.  In September 2008, MPS
filed notice with the MPUC and partially liquidated its investment in
Me&NB.  This partial liquidation reduced MPS’s equity investment
in Me&NB from $1 million to $150,000, with $850,000 cash returned from
Me&NB to MPS.  MPS wired those funds to its First Mortgage Bond
Trustee in April 2009, to be held in trust until bondable property additions
since the receipt of the funds exceed the balance in the trust
account.  MPS anticipates sufficient additions to release the funds
during the second or third quarters of 2009.  These funds are reported
in Restricted Assets on the March 31, 2009, Consolidated Balance
Sheet.





MPUC
Investigation of Maine Utilities Continued Participation in ISO-NE




On April 8, 2008, at the direction of
the Maine legislature, the MPUC initiated an investigation in Docket No.
2008-156 of Maine utilities continued participation in ISO-NE and the New
England Regional Transmission Organization.  MPS is not currently a
member of ISO-NE, but was made a party to the case by the Commission in light of
the potential integration of the ISO-NE and northern Maine markets by means of
the MPC Project.  In February 2008, the Company requested to become a
member of ISO-NE subject to certain conditions, including the inclusion of the
costs of the MPC Project in the ISO-NE regional transmission
tariff.  MPS has been an active participant in this
Docket.




On
January 16, 2009, the MPUC determined that the status quo relationship with
ISO-NE was inadequate.  The Commission ordered CMP and Bangor Hydro to
move forward and negotiate meaningful reform to benefit Maine consumers with the
assistance of the Commission.  Since the issuance of its January
decision, the Commission has participated actively within the ISO-NE stakeholder
process to achieve necessary reforms, and is expected to continue to do
so.  The Company cannot predict the outcome of this Docket and reform
initiative, nor can it predict what, if any, impact a decision to require CMP
and Bangor Hydro to withdraw from ISO-NE would have on MPS.  Finally,
the Company cannot predict what action the Maine legislature may take in its
review of any Commission decision.





Item
1A.  Risk Factors




The Risk
Factors identified in Item 1A. of MAM’s 2008 Form 10-K are incorporated herein
by reference.  The following risk factors include new risk factors
identified during the quarter, as well as risk factors that have changed
materially since year-end.




Contract
Risks at MAM USG




There are
risks when MAM USG secures contracts.  Such risks include inaccuracy
of cost estimates on fixed rate projects, change order approval risks,
professional liability for engineering services and warranty
risk.  Also, as a subcontractor on these jobs, we are responsible for
meeting manufacturer design and construction specifications for certain
equipment, according to our contracts.  There is a risk of liability
if these specifications are not met.  Factors mitigating these risks
include Management’s experience with estimating utility engineering and
construction costs, professional liability insurance coverage, and coordination
with manufacturers to meet or waive these specifications.


23




Financing
Risks




MAM and
its subsidiaries have financial and other covenants on their financing
arrangements.  In the event of a default, the lenders could require
immediate repayment of the debt.  A default could also trigger
increases in interest rates, difficulty obtaining other sources of financing and
cross-default provisions with the debt agreements.  The Company was in
compliance with all debt covenants as of March 31, 2009.




MAM, MAM
USG and MPS have interest rate risk due to variable interest rates on financing
arrangements.  The Company has mitigated a portion of this risk by
fixing interest rates on three MPS variable rate debt issues with a derivative
interest rate swap transaction on September 9, 2003.




The
one-year term of MAM USG’s $500,000 working capital line of credit expires June
30, 2009.  Management is in the process of renewing or replacing this
line of credit, but cannot predict how the terms may differ from the terms of
the current line.  Also, MAM USG may be required to provide a
performance bond for its work on certain projects.  As MAM USG is
still a relatively new company, and cannot consider MPS’s balance sheet in its
financing arrangements, these bonds are typically secured by a letter of credit
for some or all of the value of the performance bond.  Both the line
of credit and letters of credit will be considered by lenders in assessing the
total credit available to MAM USG.  Particularly in today’s economy,
MAM USG may be unable to contract for certain projects due to its limited credit
capacity.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





None.





Item
3. Defaults upon Senior Securities





None





Item
4. Submission of Matters to a Vote of Security Holders





None





Item
5. Other Information





None





Item
6. Exhibits





The
following exhibits are attached:





·
            Exhibit 31.1 Rule 13a-14(a)/15d-14(a)
      Certification




·
              Exhibit 31.2 Rule 13a-14(a)/15d-14(a)
      Certification


·
            Exhibit 32 Certification of Financial Reports
      Pursuant to 18 USC Section 1350








24


SIGNATURE





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





MAINE
& MARITIMES CORPORATION


(Registrant)





Date:  May
11, 2009





/s/ Randi
J. Arthurs


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


Randi J.
Arthurs


Vice
President Accounting, Controller


and
Assistant Treasurer