Exhibit 10-98.1

                           CENTRAL MAINE POWER COMPANY
                                 83 Edison Drive
                              Augusta, Maine 04336

                                CREDIT AGREEMENT

                                 Amendment No. 2


         This  Agreement  dated as of December 15, 1998 is among  Central  Maine
Power Company, a Maine corporation (the "Company"), the Lenders party hereto and
BankBoston,  N.A. (formerly known as The First National Bank of Boston), and The
Bank of New York, each as agent (together,  the "Managing Agents").  The parties
agree as follows:

1.  Reference to Credit Agreement; Background.

         1.1. Reference to Credit Agreement;  Definitions.  Reference is made to
the Credit  Agreement dated as of October 23, 1996 as amended by Amendment No. 1
thereof  dated as of July 20, 1998 (the "Credit  Agreement")  among the Company,
the Lenders and the Managing  Agents.  The Credit  Agreement,  as amended by the
amendments set forth in Section 2 hereof,  is referred to as the "Amended Credit
Agreement."  Terms  defined in the Amended  Credit  Agreement  and not otherwise
defined herein are used herein with the meanings so defined.

         1.2. Background. The Company has requested that the Credit Agreement be
amended to permit the sale of the Company's  non-nuclear  generating  assets, to
permit the  reorganization  of the  Company as a  wholly-owned  subsidiary  of a
publicly-held  utility  holding  company and to achieve other  objectives of the
Company.  The  Lenders  party  hereto  have  agreed  to such  amendments  on the
conditions  set forth  herein.  The Company and all of the Lenders  party hereto
acknowledge and agree that the Commitments of the Lenders to provide the 364-Day
Revolving Loan have expired.

2.  Amendments to Credit  Agreement.  Subject to all of the terms and conditions
hereof and in reliance  upon the  representations  and  warranties  set forth or
incorporated by reference in Section 3 hereof,  the Credit Agreement is amended,
effective  as of the date hereof (the  "Amendment  Closing  Date") or as of such
other date as may be specified  with  respect to any  particular  amendment,  as
follows:

         2.1. Section 1 of the Credit Agreement is amended,  effective as of the
Amendment Closing Date, by amending the introductory paragraph of Section 1.4 to
read in its entirety as follows:

                  1.4.  "Applicable  Margin" means for the Three-Year  Revolving
         Loan the  greater  of (x) on each day  prior to March 1,  1999 .50% per
         annum and on each day on and after March 1, 1999 .75% per annum and (y)
         the  percentage  per  annum in the  following  table set  opposite  the
         applicable Rating Level:
                                                       
         2.2. Section 1 of the Credit Agreement is further amended, effective as
of  September  1, 1998,  by adding  thereto a new Section  1.35A  reading in its
entirety as follows:

                1.35A.  "Consolidated EBIT" means, for any period, the total of:

                           (a)  Consolidated Net Income;

         plus        (b)     all amounts deducted in computing such Consolidated
                             Net Income in respect of:

                         (i) interest on, and  commitment  fees with respect to,
                    Indebtedness  (including  payments in the nature of interest
                    under  Capitalized   Leases  and  Interest  Rate  Protection
                    Agreements),

                         (ii) taxes based upon or measured by net income, and

                         (iii) dividends on preferred stock.

         2.3. Section 1.39 of the Credit  Agreement is amended,  effective as of
September 1, 1998, to read in its entirety as follows:

                  1.39.  [Intentionally omitted.]

         2.4. Section 1 of the Credit Agreement is further amended, effective as
of  September  1, 1998,  by adding  thereto a new Section  1.46A  reading in its
entirety as follows:

                  1.46A.  "Distribution" means, with respect to the Company:

                           (a) the  declaration  or payment of any  dividend  or
                  distribution  on or in  respect  of any shares of any class of
                  capital stock of or other equity interests in the Company;

                           (b) the purchase,  redemption or other  retirement of
                  any  shares of any class of capital  stock of or other  equity
                  interest  in the  Company  or of  options,  warrants  or other
                  rights for the purchase of such shares,  directly,  indirectly
                  through a Subsidiary or otherwise;

                           (c) any other  distribution  on or in  respect of any
                  shares  of any  class of  capital  stock of or equity or other
                  beneficial interest in the Company;

                           (d) any payment of principal or interest with respect
                  to,  or  any   purchase,   redemption  or  defeasance  of  any
                  Indebtedness of the Company which by its terms or the terms of
                  any  agreement  is  subordinated  to the payment of the Credit
                  Obligations; and

                           (e) any  payment,  loan or advance by the Company to,
                  or any other  Investment  by the Company in, the holder of any
                  shares of any class of capital stock of or equity  interest in
                  the Company,  or any Affiliate of such holder  (including  the
                  payment of management and transaction fees and expenses);

         provided,  however,  that the term "Distribution" shall not include (i)
         dividends  payable in perpetual common stock of or other similar equity
         interests  in the Company or (ii)  payments in the  ordinary  course of
         business in respect of (A) reasonable  compensation  paid to employees,
         officers and directors,  (B) advances and  reimbursements  to employees
         for travel expenses, drawing accounts and similar expenditures,  or (C)
         rent paid to, or accounts  payable for services  rendered or goods sold
         by,  non-Affiliates that own capital stock of or other equity interests
         in the Company.

         2.5. Section 1 of the Credit Agreement is further amended, effective as
of  September  1, 1998,  by adding  thereto a new Section  1.46B  reading in its
entirety as follows:

                  1.46B.   "Distribution  Plant"  means,  with  respect  to  the
         Company,  the distribution  assets of the Company as reported from time
         to time by the Company to the Federal Energy  Regulatory  Commission on
         F.E.R.C. Form 1.

         2.6. Section 1.61 of the Credit  Agreement is amended,  effective as of
the Amendment Closing Date, to read in its entirety as follows:

                  1.61.  "Facility Fee" means for the Three-Year  Revolving Loan
         the greater of (x) .25% per annum and (y) the  percentage  per annum in
         the table below set opposite the  applicable  Rating  Level,  in either
         case multiplied by the Maximum Amount of Three-Year Revolving Credit.

         2.7. Section 1.72 of the Credit  Agreement is amended,  effective as of
September 1, 1998, to read in its entirety as follows:

                  1.72.  "General and Refunding  Mortgage  Indenture"  means the
         General and  Refunding  Mortgage  Indenture  dated as of April 15, 1976
         between the Company and The First  National Bank of Boston,  as trustee
         (State Street Bank and Trust Company,  successor trustee), as currently
         in  effect  and as  hereafter  supplemented  and  amended  in a  manner
         permitted under Section 6.2.4 and any additional or substitute mortgage
         indenture permitted under Section 6.2.4.

         2.8. Section 1 of the Credit Agreement is further amended, effective as
of  September  1, 1998,  by adding  thereto a new Section  1.72A  reading in its
entirety as follows:

                  1.72A.  "Generating  Assets Sale Date" means the date on which
         the non-nuclear  generating assets of the Company are sold as permitted
         by Section 6.10.4.

         2.9. Section 1 of the Credit Agreement is further amended, effective as
of the Amendment  Closing Date, by adding thereto a new Section 1.92A reading in
its entirety as follows:

                  1.92A.  "New 364-Day  Revolving  Credit  Agreement"  means the
         Credit  Agreement  dated as of December 15, 1998,  as from time to time
         amended,  among  the  Company,  BankBoston  and  Bank of New  York,  as
         managing agents, and the lenders party thereto.

         2.10.  Section 1 of the Credit Agreement is further amended,  effective
as of September 1, 1998, by adding  thereto a new Section  1.112A reading in its
entirety as follows:

                  1.112A.  "Reorganization Date" means September 1, 1998.

         2.11. Section 6.2.4 of the Credit Agreement is amended, effective as of
September 1, 1998, to read in its entirety as follows:

                  6.2.4.  General and Refunding Mortgage Indenture.  The General
         and Refunding Mortgage Indenture shall not be amended so as to increase
         the  aggregate  principal  amount  of bonds  which  may be  outstanding
         thereunder at any one time or so as to include  financial  covenants or
         events of default that are more  restrictive than those included in the
         Credit  Documents.  In  addition,  the  Company  may  enter  into a new
         mortgage  indenture in addition to or in  substitution  for the General
         and Refunding Mortgage Indenture in effect on September 1, 1998 so long
         as (1) the  aggregate  principal  amount of  Indebtedness  which may be
         outstanding  at any one time under the General and  Refunding  Mortgage
         Indenture and such  additional or substitute  mortgage  indenture shall
         not exceed 70% of the aggregate book value of the Distribution Plant of
         the Company  (including  additions  thereto),  (2) the security for the
         Indebtedness  issued  under  such  additional  or  substitute  mortgage
         indenture  shall be limited to the  Distribution  Plant of the  Company
         (including  additions thereto),  (3) the financial covenants and events
         of default included in such additional or substitute mortgage indenture
         shall  not be  more  restrictive  than  those  included  in the  Credit
         Documents  and (4) no Default  shall have occurred and be continuing or
         shall exist  immediately  upon the  effectiveness of such additional or
         substitute mortgage indenture.

         2.12.  Section 6.2 of the Credit Agreement is amended,  effective as of
September 1, 1998, by adding thereto a new Section 6.2.5 reading in its entirety
as follows:

                  6.2.5. More Favorable Provisions. In any transaction providing
         for  Indebtedness in excess of $1,000,000,  the Company shall not enter
         into or become  bound by any  credit  agreement  or other  document  or
         instrument which (i) contains financial  covenants or events of default
         that  are  more  restrictive  or  onerous  on the  Company  than  those
         covenants  or events of default  contained  in this  Agreement  or (ii)
         provides for, or permits the exercise of,  remedies upon the occurrence
         of an event of default  thereunder  which are not  provided  for in, or
         permitted to be exercised  under or in respect of, this Agreement (each
         such  covenant,  event  of  default  and  provision  described  in  the
         preceding  clauses (i) and (ii) being herein  called a "More  Favorable
         Provision"),  unless,  prior  to or  simultaneously  with  the  Company
         entering  into or  becoming  bound by such  credit  agreement  or other
         document or  instrument,  (x) the Company  executes and delivers to the
         Lenders an amendment to this  Agreement  and such other  documents  and
         instruments as the Managing Agents shall  reasonably  request,  in each
         case  reasonably  satisfactory  in form and  substance  to the Managing
         Agents,  which modify the provisions of this Agreement and the terms of
         the transactions  contemplated hereby and by the Credit Documents so as
         to give the Lenders the benefit of each More Favorable  Provision,  and
         (y)  the  Company  furnishes  to the  Lenders  a copy  of  such  credit
         agreement, or other document or instrument.

         2.13.  Section 6.4.3 (c) of the Credit Agreement is amended,  effective
as of September 1, 1998, to read in its entirety as follows:

                  (c) From and after the  Reorganization  Date,  such  effective
         registration  statements,  definitive  proxy  statements and regular or
         periodic  reports,  including  Forms S-1, S-2, S-3, S-4, 10-K, 10-Q and
         8-K, as may be filed by the parent corporation of the Company or by the
         Company or any of its  Subsidiaries  with the  Securities  and Exchange
         Commission  (other than  filings and reports  with  respect to dividend
         reinvestment, employee benefits or other similar plans, and filings and
         reports  pertaining to sales of or other  transactions in securities of
         such parent or the Company or any Subsidiary by Persons other than such
         parent or the Company or such Subsidiary).

         2.14. Section 6.5.1 of the Credit Agreement is amended, effective as of
September 1, 1998, to read in its entirety as follows:

                  6.5.1. Consolidated Net Worth. Consolidated Net Worth shall at
         all times prior to the Generating  Assets Sale Date equal or exceed the
         sum of (a)  $450,000,000  plus (b) the  amount by which (i) 100% of the
         proceeds to the  Company  (net of issuance  costs)  realized  after the
         Initial  Closing  Date  resulting  from any Equity  Transaction  of the
         Company and its  Subsidiaries  as determined in accordance with GAAP by
         PricewaterhouseCoopers  LLP (or,  if they cease to be  auditors  of the
         Company  and  its  Subsidiaries,  other  independent  certified  public
         accountants of recognized  national  standing  selected by the Company)
         exceeds  (ii)  $5,000,000  plus (c) the amount by which (i) 100% of the
         Consolidated  after-tax  gain on sales of assets by the Company and its
         Subsidiaries after the Initial Closing Date as determined  quarterly in
         accordance with GAAP by  PricewaterhouseCoopers  LLP (or, if they cease
         to be auditors of the Company and its  Subsidiaries,  other independent
         certified public  accountants of recognized  national standing selected
         by the Company) exceeds (ii) $5,000,000.

         2.15.  Section 6.5 of the Credit Agreement is amended,  effective as of
September  1, 1998,  to add a new  Section  6.5.1A  reading in its  entirety  as
follows:

                  6.5.1A.  Consolidated Net Worth.  Consolidated Net Worth shall
         at all times on and  after the  Generating  Assets  Sale Date  equal or
         exceed  the sum of (a)  $275,000,000  plus (b) the  amount by which (i)
         100% of the  proceeds to the Company (net of issuance  costs)  realized
         after  the  Generating  Assets  Sale  Date  resulting  from any  Equity
         Transaction  of the  Company  and its  Subsidiaries  as  determined  in
         accordance with GAAP by  PricewaterhouseCoopers  LLP (or, if they cease
         to be auditors of the Company and its  Subsidiaries,  other independent
         certified public  accountants of recognized  national standing selected
         by the Company)  exceeds (ii)  $5,000,000  plus (c) the amount by which
         (i) 100% of the  Consolidated  after-tax gain on sales of assets by the
         Company  and its  Subsidiaries  which take place  after the  Generating
         Assets Sale Date as  determined  quarterly in  accordance  with GAAP by
         PricewaterhouseCoopers  LLP (or,  if they cease to be  auditors  of the
         Company  and  its  Subsidiaries,  other  independent  certified  public
         accountants of recognized  national  standing  selected by the Company)
         exceeds (ii) $5,000,000.

         2.16. Section 6.5.3 of the Credit Agreement is amended, effective as of
September 1, 1998, to read in its entirety as follows:

                  6.5.3.  Consolidated  EBIT to Consolidated  Interest  Expense.
         Consolidated  EBIT for each period of four consecutive  fiscal quarters
         of the  Company  shall equal or exceed  175% of  Consolidated  Interest
         Expense for such period.

         2.17. Section 6.6.7 of the Credit Agreement is amended, effective as of
September 1, 1998, to read in its entirety as follows:

                  6.6.7.  Indebtedness  of the Company  evidenced by General and
         Refunding  Mortgage  Bonds of the Company  issued under the General and
         Refunding  Mortgage  Indenture,  but only so long as the  Company is in
         compliance with Section 6.2.4.

         2.18. Section 6.6.8 of the Credit Agreement is amended, effective as of
September 1, 1998, to read in its entirety as follows:

                  6.6.8. Indebtedness of the Company in respect of its Unsecured
         Medium Term Notes,  provided that the aggregate principal amount of all
         Indebtedness   permitted  by  this  Section   6.6.8  at  any  one  time
         outstanding shall not exceed $500,000,000.

         2.19. Section 6.6.9 of the Credit Agreement is amended, effective as of
the Amendment Closing Date, to read in its entirety as follows:

                  6.6.9.  Indebtedness  in  respect of  unsecured  debt to banks
         other than the Credit  Obligations  and the  Indebtedness  permitted by
         Section  6.6.12;  provided that the aggregate  principal  amount of all
         Indebtedness  permitted by this Section  6.6.9 at any time  outstanding
         shall not exceed $10,000,000.

         2.20.  Section 6.6.10 of the Credit Agreement is amended,  effective as
of the Amendment Closing Date, to read in its entirety as follows:

                  6.6.10.  Indebtedness  of the Company in respect of commercial
         paper,  provided that the sum of the aggregate  principal amount of all
         Indebtedness permitted by this Section 6.6.10 and by Sections 6.6.9 and
         6.6.12 and the principal  amount of the Credit  Obligations  at any one
         time outstanding shall not exceed $85,000,000.

         2.21.  Section 6.6 of the Credit Agreement is amended,  effective as of
the Amendment  Closing Date, to add a new Section 6.6.12 reading in its entirety
as follows:

                  6.6.12.  Unsecured  Indebtedness of the Company  outstanding
         under the New 364-Day Revolving Credit Agreement.

         2.22.  The first  sentence  of Section  6.10 of the  Credit  Agreement,
effective  as of September  1, 1998,  is deleted and  replaced by two  sentences
reading in their entirety as follows:

         The  Company  shall not merge with or enter into a  consolidation  with
         another Person,  except that CMP Merger Co., a Maine  corporation,  may
         merge  into the  Company  on  terms  substantially  identical  to those
         provided  in the form of  Agreement  and Plan of  Merger  set  forth in
         Appendix B to the Proxy  Statement of the Company dated April 15, 1998.
         The Company shall not sell, transfer or otherwise dispose of (or pledge
         or  assign)  any  accounts   receivable   (except  for   collection  or
         enforcement in the ordinary course of business).

         2.23.  Section  6.10  of  the  Credit  Agreement  is  further  amended,
effective  as of  September  1, 1998,  by adding  thereto a new  Section  6.10.4
reading in its entirety as follows:

                  6.10.4.  Upon obtaining  final approvals of such sale from the
         Maine Public  Utilities  Commission and the Federal  Energy  Regulatory
         Commission,  the Company may sell to an affiliate of FPL Group pursuant
         to the bid  submitted  by such buyer on  December  10,  1997 all of the
         Company's hydro,  fossil and biomass generating  assets,  including its
         interest in certain  Subsidiaries  which operate or participate in such
         assets, with a combined generating capacity of 1,185 megawatts.

         2.24. Section 6.11 of the Credit Agreement is amended,  effective as of
the Amendment  Closing Date, by adding  thereto a new  subsection (d) reading in
its entirety as follows:

                  (d)  The New 364-Day Revolving Credit Agreement.

         2.25.  Section 6 of the Credit  Agreement  is amended,  effective as of
September 1, 1998, by adding  thereto a new Section 6.14 reading in its entirety
as follows:

                  6.14.  Distributions.  The Company shall make no  Distribution
         (or become contractually  committed to do so) if after giving effect to
         such  Distribution any Default shall exist under Section 6.5.1,  6.5.1A
         or 6.5.2.

3. Representations and Warranties.  In order to induce the Lenders to enter into
this Agreement, the Company represents and warrants to each of the Lenders that:

         3.1.  No Legal  Obstacle  to  Agreements.  Neither  the  execution  and
delivery of this Agreement or any other Credit  Document,  nor the making of any
borrowing  under the  Amended  Credit  Agreement,  nor the  consummation  of any
transaction referred to in or contemplated by this Agreement, the Amended Credit
Agreement or any other Credit Document,  nor the fulfillment of the terms hereof
or thereof has constituted or resulted in or will constitute or result in:

                  (a)  any  breach  or  termination  of  the  provisions  of any
         agreement, instrument, deed or lease to which the Company or any of its
         Subsidiaries  is a party or by which it is bound,  or of the Charter or
         By-laws of the Company or any of its  Subsidiaries  (including  without
         limitation any provision of the Charter of the Company  restricting the
         issuance of unsecured debt securities);

                  (b) the  violation of any law,  statute,  judgment,  decree or
         governmental order, rule or regulation applicable to the Company or any
         of its Subsidiaries;

                  (c) the  creation  under any  agreement,  instrument,  deed or
         lease of any Lien upon any of the  assets of the  Company or any of its
         Subsidiaries; or

                  (d) the creation or triggering of any  redemption,  retirement
         or  other   repurchase   obligation  of  the  Company  or  any  of  its
         Subsidiaries under any Charter, By-law, agreement,  instrument, deed or
         lease.

No approval, authorization or other action by, or declaration to or filing with,
any governmental or administrative  authority or any other Person is required to
be obtained or made by the Company or any of its Subsidiaries in connection with
the execution and delivery of this Agreement, the performance of this Agreement,
the Amended  Credit  Agreement or any other Credit  Document,  the making of any
borrowing  under the Amended Credit  Agreement,  the  transactions  contemplated
hereby or thereby  or the  consummation  of the  reorganization  of the  Company
contemplated  by the  first  sentence  of  Section  6.10 of the  Amended  Credit
Agreement (the  "Reorganization")  or of the sale of the non-nuclear  generating
assets of the  Company  contemplated  by Section  6.10.4 of the  Amended  Credit
Agreement (the "Sale"),  except for such approvals of the Reorganization as have
been obtained and except that approvals of the Maine Public Utilities Commission
and the Federal Energy Regulatory Commission are required to be obtained for the
Sale.

          3.2.  Defaults.  Immediately after giving effect to the Amendment,  no
     Default shall exist.

          3.3.  Material  Adverse  Change.  Since  December 31, 1997 no Material
     Adverse Change has occurred.

         3.4.  Incorporation  of  Representations  and  Warranties  of  Company.
Immediately  after  giving  effect to the  Amendment,  the  representations  and
warranties set forth in Section 7 of the Amended  Credit  Agreement will be true
and  correct  as if  originally  made on and as of the  Amendment  Closing  Date
(except  to the  extent of any  representation  or  warranty  which  refers to a
specific earlier date).

4. Conditions. The effectiveness of the amendments set forth in Section 2 hereof
shall be subject to the satisfaction of the following conditions:

         4.1.  Governmental  Approvals.  The Company  shall have provided to the
Lenders  written  evidence of the approvals of the  Reorganization  by the Maine
Public Utilities Commission, the Securities and Exchange Commission, the Federal
Energy Regulatory Commission and the Nuclear Regulatory Commission.

         4.2. Proper  Proceedings.  All proper proceedings shall have been taken
by the Company to authorize this Agreement, the Amended Credit Agreement and the
transactions contemplated hereby and thereby. On or before the Amendment Closing
Date, the Managing Agents shall have received copies of all documents, including
legal  opinions  of counsel  and  records  of  corporate  proceedings  which the
Managing  Agents may have  requested in connection  therewith,  such  documents,
where  appropriate,   to  be  certified  by  proper  corporate  or  governmental
authorities.

5. General.  The Amended Credit  Agreement and all of the other Credit Documents
are each  confirmed  as being in full  force and  effect.  This  Agreement,  the
Amended Credit  Agreement and the other Credit  Documents  referred to herein or
therein  constitute the entire  understanding of the parties with respect to the
subject   matter  hereof  and  thereof  and  supersede  all  prior  and  current
understandings  and  agreements,  whether  written or oral, with respect to such
subject matter. The invalidity or unenforceability of any provision hereof shall
not affect  the  validity  and  enforceability  of any other  term or  provision
hereof. The headings in this Agreement are for convenience of reference only and
shall not alter,  limit or  otherwise  affect the meaning  hereof.  Each of this
Agreement  and the Amended  Credit  Agreement  is a Credit  Document  and may be
executed in any number of  counterparts,  which  together  shall  constitute one
instrument,  and shall bind and inure to the  benefit of the  parties  and their
respective successors and assigns,  including as such successors and assigns all
holders of any Note.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of The  Commonwealth  of  Massachusetts  applicable to
contracts  made  and  to  be  performed  entirely  within  The  Commonwealth  of
Massachusetts.


         Each of the  undersigned  has caused this  Agreement to be executed and
delivered by its duly  authorized  officer as an agreement  under seal as of the
date first above written.

                                     CENTRAL MAINE POWER COMPANY


                                     By ______________________________________
                                         Title:


                                     BANKBOSTON, N.A., for Itself and as
                                        Boston Managing Agent


                                     By ______________________________________
                                         Authorized Officer


                                     THE BANK OF NEW YORK, for Itself
                                        and as New York Managing Agent


                                     By ______________________________________
                                         Authorized Officer


                                     FLEET BANK OF MAINE


                                     By ______________________________________
                                         Authorized Officer


                                     KEYBANK NATIONAL ASSOCIATION


                                     By ______________________________________
                                         Authorized Officer


                                     COOPERATIEVE-CENTRALE
                                     RAIFEISSEN-BOERLEENBANK, B.A.,
                                     "RABOBANK NEDERLAND, NEW YORK
                                    


                                     By ______________________________________
                                         Authorized Officer


                                     By ______________________________________
                                         Authorized Officer


                                     THE TOKAI BANK, LIMITED, the New York
                                    


                                     By ______________________________________
                                         Authorized Officer


                                     UNION BANK OF CALIFORNIA, N.A.


                                     By ______________________________________
                                         Authorized Officer