Exhibit 99-2





                                    FORM 11-K

             FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
               AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal years ended              December 31, 1997

[  ]  TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [ NO FEE REQUIRED]

For the transition period from                            to

Commission file number


A.    Full title of the plan and the address of the plan, if different from that
      of the issuer named below:

                           CENTRAL MAINE POWER COMPANY
                      EMPLOYEE SAVINGS AND INVESTMENT PLAN
                               FOR UNION EMPLOYEES

B.    Name of issuer of the securities held pursuant to the plan and the address
      of its principal executive office:

                           CENTRAL MAINE POWER COMPANY
                                 83 EDISON DRIVE
                              AUGUSTA, MAINE 04336


<PAGE>


                                                     Central Maine Power Company
                                                           Form 11-K - Year 1997

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees

                              REQUIRED INFORMATION


The following financial statements shall be furnished for the plan:

                                                                    Page No.
(a) Financial Statements

    Report of Independent Public Accountants                          F-1

    Statements of Net Assets Available for Benefits                   F-2

    Statement of Changes in Net Assets Available for Benefits       F-3, F-4

    Notes to Financial Statements                               F-5 through F-12

    Supplemental Schedules:
         I   - Item 27a Schedule of Assets Held for Investment  S-1 through S-3
               Purposes at December 31, 1997
        II   - Item 27d Schedule of Reportable Transactions for       S-4
               the Year Ended December 31, 1997

(b) Exhibits

    Consent of Independent Public Accountants                         E-1

    Signature                                                         E-2


<PAGE>




                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors of
Central Maine Power Company:

We have audited the accompanying statements of net assets available for benefits
of the Central  Maine Power Company  Employee  Savings and  Investment  Plan for
Union  Employees as of December 31, 1997 and 1996, and the related  statement of
changes in net assets  available  for benefits  for the year ended  December 31,
1997.  These  financial   statements  are  the   responsibility  of  the  Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net assets  available  for benefits of the Central
Maine Power Company  Employee Savings and Investment Plan for Union Employees as
of December  31,  1997 and 1996,  and the  changes in net assets  available  for
benefits for the year ended  December 31, 1997,  in  conformity  with  generally
accepted accounting principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment  purposes and reportable  transactions are presented for purposes
of  additional  analysis  and are not a  required  part of the  basic  financial
statements  but are  supplementary  information  required by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income  Security Act of 1974. The  supplemental  schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated, in all material respects,  in
relation to the basic financial statements taken as a whole.



                                                     COOPERS & LYBRAND L.L.P.

Portland, Maine
June 12, 1998



<PAGE>


                                                     Central Maine Power Company
                                                           Form 11-K - Year 1997

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees

                 Statements of Net Assets Available for Benefits



                                                           As of December 31,
                                                       1997                1996

Investments at Fair Value:
      Retirement Government Money Market Portfolio  $ 1,637,718   $    728,398
      Fidelity Balanced Fund                          2,698,546      2,202,251
      Fidelity Magellan Fund                          8,103,782      6,531,521
      Spartan U.S. Equity Index Fund                  8,505,633      5,753,277
      Fixed Income Contract Portfolio                 1,818,214      3,342,300
      Fidelity Intermediate Bond Fund                   122,168         77,595
      Asset Manager Income Fund                         292,857        236,915
      Asset Manager Fund                                867,044        565,483
      Asset Manager Growth Fund                       1,897,778        973,590
      Central Maine Power Company Stock Fund            145,770      4,914,792
      Loans Due from Participants                     1,132,018      1,137,419
                                                    -----------    -----------

         Total Investments                           32,401,809     26,463,541

Receivables:
      Dividends on Company Stock                         74,717         89,045
      Accrued Interest                                    3,610            -
                                                   ------------    -----------
         Total Receivables                               78,327         89,045
                                                   ------------   -------------
  
         Total Assets                                32,480,136     26,552,586
                                                     ----------     ----------

Liabilities:
      Accounts Payable                                 (224,097)         -
                                                    -----------      ---------
         Total Liabilities                             (224,097)         -
                                                     ----------      ---------

Net Assets Available for Benefits                   $32,256,039    $26,552,586
                                                     ==========     ==========

The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>
<S>                                     <C>           <C>         <C>          <C>          <C>               <C>   <C>         <C> 
                                                                 Central Maine Power Company
                                                            Employee Savings and Investment Plan
                                                                     For Union Employees

                                                  Statement of Changes in Net Assets Available for Benefits
                                                            For the Year Ended December 31, 1997

                                         Retirement                                            Fixed
                                         Government    Fidelity     Fidelity   Spartan U.S.    Income     Fidelity
                                        Money Market   Balanced     Magellan   Equity Index    Contract  Intermediate
                                         Portfolio       Fund         Fund         Fund       Portfolio   Bond Fund     Subtotal
Additions:
    Investment Income
      Net Appreciation
        on Fair Market Value            $       -     $ 174,092   $ 1,155,177  $ 1,795,101  $         -       $ 959     $ 3,125,329 
      Dividend on Company Stock                 -             -             -            -            -           -              -
      Interest and Dividends              166,469       321,700       515,111      181,276      166,250       6,038       1,356,844
      Interest on Loans                     7,694         8,706        27,860       19,804         (273)        900          64,691
    Contributions                                                                                                   
      Participants'                       139,261       250,101       615,834      540,338            -      24,418       1,569,952
      Employer's                                -             -             -            -            -           -               -
    Other                                  39,943             -             -            -            -           -          39,943
                                     -----------------------------------------------------------------------------------------------
         Total Additions                  353,367       754,599     2,313,982    2,536,519      165,977      32,315       6,156,759
Deductions:
    Benefits Paid to participants        (396,515)      (21,737)     (321,134)    (292,447)    (276,596)       (192)     (1,308,621)
    Loan Repayments                        49,818        59,234       210,153      159,019          273       6,349         484,846
    Loan Withdrawals                      (41,145)      (66,047)     (277,151)    (179,438)     (26,864)     (2,381)       (593,026)
    Other                                               (13,278)       (9,369)      (6,348)     (45,121)          -         (74,116)
                                     -----------------------------------------------------------------------------------------------
      Net Increase Prior to Transfer      (34,475)      712,771     1,916,481    2,217,305     (182,331)     36,091       4,665,842

Interplan Transfers                        57,849      (121,241)     (391,691)    (331,346)    (183,125)     (2,828)       (972,382)
Interfund Transfers                       885,946       (95,235)       47,471      866,397   (1,158,630)     11,310         557,259
                                     -----------------------------------------------------------------------------------------------
      Net Increase (Decrease)             909,320       496,295     1,572,261    2,752,356   (1,524,086)     44,573       4,250,719
                                                                                                                    
Net Assets Available for Benefits:                                                                                  
      Beginning of Year                   728,398     2,202,251     6,531,521    5,753,277    3,342,300      77,595      18,635,342
                                     -----------------------------------------------------------------------------------------------
                                                                                                                    
      End of Year                     $ 1,637,718   $ 2,698,546   $ 8,103,782  $ 8,505,633  $ 1,818,214   $ 122,168    $ 22,886,061
                                     ===============================================================================================
(Continued on Page F-4)
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<S>                                    <C>         <C>         <C>          <C>         <C>          <C>          <C>        

                                                                 Central Maine Power Company
                                                            Employee Savings and Investment Plan
                                                                     For Union Employees

                                                  Statement of Changes in Net Assets Available for Benefits
                                                            For the Year Ended December 31, 1997

                                         Asset                    Asset       Central       
                                        Manager       Asset      Manager    Maine Power    Loans Due      
                                         Income      Manager     Growth      Company         from        
                                          Fund        Fund        Fund      Stock Fund   Participants   Other        Total
Additions:
    Investment Income
      Net Appreciation
        on Fair Market Value           $ 13,418    $ 79,406    $ 131,831    $ 702,096   $        -   $       -    $ 4,052,080
      Dividend on Company Stock               -           -            -      309,282            -     (14,328)       294,954
      Interest and Dividends             20,487      75,548      198,590            -            -           -      1,651,469
      Interest on Loans                   1,317       1,323        3,177        3,260            -           -         73,768
    Contributions                                                                                               
      Participants'                      33,961      67,788      158,425       77,846            -           -      1,907,972
      Employer's                              -           -            -      726,178            -           -        726,178
    Other                                     -           -            -            -            -           -         39,943
                                     ------------------------------------------------------------------------------------------
         Total Additions                 69,183     224,065      492,023    1,818,662            -     (14,328)     8,746,364
Deductions:
    Benefits Paid to participants        (9,903)    (38,176)     (30,150)    (133,713)     (13,061)          -     (1,533,624)
    Loan Repayments                      12,216      13,667       34,009       21,154     (565,892)          -              -
    Loan Withdrawals                     (9,379)     (9,828)     (32,450)     (28,185)     672,868           -              -
    Other                                     -           -            -       (6,570)      (7,807)          -        (88,493)
                                     ------------------------------------------------------------------------------------------
      Net Increase Prior to Transfer     62,117     189,728      463,432    1,671,348       86,108     (14,328)      7,124,247

Interplan Transfers                       4,542      (5,875)     (40,213)    (315,357)     (91,509)          -      (1,420,794)
Interfund Transfers                     (10,717)    117,708      500,969   (1,165,219)           -           -               -
                                     ------------------------------------------------------------------------------------------
      Net Increase (Decrease)            55,942     301,561      924,188      190,772       (5,401)    (14,328)      5,703,453
                                                                                                                
Net Assets Available for Benefits:                                                                              
      Beginning of Year                 236,915     565,483      973,590    4,914,792    1,137,419      89,045      26,552,586
                                     ------------------------------------------------------------------------------------------
                                                                                                                    
      End of Year                     $ 292,857   $ 867,044  $ 1,897,778  $ 5,105,564  $ 1,132,018    $ 74,717    $ 32,256,039
                                     ==========================================================================================
The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>


                                                     Central Maine Power Company
                                                           Form 11-K - Year 1997

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees

                          Notes to Financial Statements
                                December 31, 1997

1.   Description of the Plan

     The Central Maine Power Company  Employee  Savings and Investment  Plan for
     Union  Employees  ("the Plan" or "the Union Plan") was adopted by the Board
     of Directors of Central Maine Power Company ("the Company") on November 15,
     1984 and became effective January 1, 1985.  Certain  pertinent  features of
     the Plan, as amended, are discussed below.

     a.   Eligibility of Participants

          Each employee of the Company who is in a unit of employees  covered by
          a collective  bargaining  agreement is eligible to join the Plan after
          completing one year of service during which the employee has worked at
          least 1,000 hours.

     b.   Elective Contributions by Participants

          Each  participant   elects  a  salary   reduction   percentage  to  be
          contributed by the Company on their behalf.  Participants may elect to
          have the Company  contribute  from 2% to 15% (in  multiples  of 1%) of
          their  basic  compensation  to the Plan  through  a  salary  reduction
          agreement.

     c.   Matching Contributions by the Company

          The  Company  contributed  to the Plan an  amount  equal to 60% of the
          first 5% of the salary reduction amount  contributed on behalf of each
          participant through May 31, 1997.  Effective June 1, 1997, the Company
          match is as follows: 60% of the first 5% plus 50% of the next 2% for a
          total match of 4% on a 7% salary reduction amount.  However,  that the
          total  contribution that the Company is obligated to make for any year
          does not exceed the maximum amount deductible from the Company's gross
          income under  applicable  provisions of the Internal  Revenue Code. In
          1997  these  provisions  limited  the  annual  employee   contribution
          excluded   from  taxable   income  to  the  lesser  of  25%  of  total
          compensation or $9,500.  The Company's  matching  contribution is made
          each week, coincidentally with the payroll cycle, during each year and
          shall be paid in full as of the date the  Company  files  its  federal
          income tax return for that year.

     d.   Vesting

          Participants  are  100%  vested  in  their  account   balances.   Each
          participant's account consists of their contributions and any rollover
          money, the matching Company contribution and any net earnings thereon.


<PAGE>


1.   Description of the Plan (continued)

     e.   Investment Options

          All  contributions  made under the Plan are subject to a master  trust
          that also  contains  the assets of two other  savings  and  investment
          plans of the Company and its  affiliated  companies.  At December  31,
          1997,  the Plan's  interest  in  investments  in the master  trust was
          approximately  32%.  Contributions are invested by the Trustee,  based
          upon participant  election,  in one or more of ten funds. Those assets
          which consist of shares of a registered investment entity are invested
          directly into a participant account, which is credited periodically to
          reflect the earnings  thereon.  Those  assets  invested in the Central
          Maine  Power  Company  Stock  Fund are  commingled  with the assets of
          additional  savings  and  investment  plans  of the  Company  and  its
          affiliated companies.  The earnings related to the Central Maine Power
          Company Stock Fund are allocated  prorata  between the two plans based
          on  market  value.   Contributions   to  all  Funds  may  be  invested
          temporarily  in  short-term  investments  prior to the purchase of the
          primary Fund securities.

          The Funds consist of:

          Retirement   Government  Money  Market  Portfolio  -  An  income  fund
          comprised  of  short-term,  high-quality  debt  obligations  issued or
          guaranteed by the U.S. Government, its agencies or instrumentalities.

          Fidelity Balanced Fund - A diversified fund comprised of high-yielding
          securities, including common stocks and bonds.

          Fidelity  Magellan Fund - A fund  comprised  primarily of common stock
          and  securities   convertible   into  common  stock  seeking   capital
          appreciation.

          Spartan  U.S.  Equity Index Fund - A fund  comprised of common  stock,
          which  attempts to duplicate the  composition of the Standard & Poor's
          Daily Stock Price Index of 500 Common  Stocks during the current year.
          The fund  presents a passive  approach for  investing in a diversified
          portfolio of common stocks.

          Fixed Income  Contract  Portfolio - A  fixed-income  fund comprised of
          investments  yielding  a fixed  rate of  return,  as  selected  by the
          Trustee, issued mainly by insurance companies and banks. This fund was
          closed to new  investments  effective  May 1,  1996 and will  cease to
          exist as of December 31, 1998.

          Fidelity  Intermediate  Bond Fund - A fund  that  seeks  high  current
          income  by  investing   in  domestic   and  foreign   investment-grade
          securities with intermediate  maturities and good credit quality. This
          fund was eliminated as of February 1, 1998.

          Asset Manager Income Fund - A fund emphasizing investment in bonds and
          short-term instruments for income and price stability, but allows some
          investment  in stocks for their  potential  to grow and keep pace with
          inflation. This fund was eliminated as of February 1, 1998.



<PAGE>


1.   Description of the Plan (continued)

     e.   Investment Options (continued)

          Asset  Manager  Fund - A fund  allocating  its assets among and across
          domestic and foreign stocks, bonds and short-term  instruments of U.S.
          and foreign issuers,  including those in emerging  markets.  This fund
          was eliminated as of February 1, 1998.

          Asset Manager Growth Fund - This fund seeks to maximize a total return
          over  the long  term;  the  Fund  allocates  its  assets  among  three
          principal  asset classes:  stocks,  bonds and short-term  instruments.
          However,   it  may  invest  in  may  types  of  domestic  and  foreign
          securities..

          Central  Maine  Power  Company  Stock Fund - A fund  comprised  of the
          common shares of the Company.

          The following  funds have been added and may receive either  transfers
          from other funds or new contributions as of January 1, 1998:

          Fidelity  Diversified  International - This fund invests  primarily in
          stocks of companies  located outside the U.S. that are included in the
          Morgan Stanley EAFA Index. Seeks stocks that are undervalued  compared
          to industry norms in their countries.

          Invesco  Total Return - This fund seeks to achieve a high total return
          on  investment  through  capital  appreciation  and current  income by
          investing in a combination of equity securities  (consisting of common
          stocks and, to a lesser  degree,  securities  convertible  into common
          stock) and fixed income securities.

          Vanguard  PRIMECAP - This is an open-end  diversified  investment that
          seeks to provide long-term growth of capital by investing  principally
          in common stocks.

          PIMCO Total  Return  Bond Fund - This fund is an  open-end  management
          investment  company  consisting  of  twenty-four  separate  investment
          portfolios. Each fund has its own investment objectives and policies.

          MAS  Value  Fund  -  This  is a  no-load  mutual  fund  consisting  of
          twenty-six  portfolios.  This fund  also  offers  Institutional  Class
          Shares and Investment Class Shares.

          Neuberger & Berman Genesis - The investment  objective of this fund is
          to seek capital  appreciation.  This fund invests  primarily in common
          stock of companies with small market capitalizations.



<PAGE>


1.   Description of the Plan (continued)

     e.   Investment Options (continued)

          Upon  enrollment,  participants  elect  the  Fund or Funds in which to
          invest  their  contributions.  The  percentage  of such  contributions
          invested in a particular  Fund must be a multiple of 1%.  Participants
          may change the investment of their future  contributions (in multiples
          of 1% of such  contributions)  or transfer a portion  from one Fund to
          another. Changes and transfers can be made at any time.

          All Company  contributions are initially invested in the Central Maine
          Power Company Stock Fund. Dividends,  interest and other distributions
          received  on the assets held in each Fund shall be  reinvested  in the
          respective  Fund.  Participants  may  transfer all or a portion of the
          Company  contributions  made on their  behalf  out of the CMP  Company
          Stock Fund.

     f.   Withdrawals and Distributions

          A participant may elect to make a regular  withdrawal of up to 100% of
          the  value of their  contributions  made  prior to July 1,  1985,  and
          earnings  thereon,  (but not less than $500  unless  the value of such
          participant's contributions and earnings thereon total less than $500,
          in which  case such  total may be  withdrawn)  after  approval  by the
          Employee  Savings  and  Investment  Plan  Committee.  Only one regular
          withdrawal may be made in any year.

          Withdrawals with respect to  contributions  made subsequent to July 1,
          1985 may be made only for reasons of hardship. With the consent of the
          Company's   Employee   Savings  and  Investment  Plan   Committee,   a
          participant may elect to make a hardship withdrawal,  as determined in
          accordance with the Plan provisions, of up to 100% their account.

          Distributions  made from the Funds occur as a result of termination of
          employment, death, retirement or permanent disability no later than 60
          days  after  the  end  of  the  Plan  year,   unless   under   certain
          circumstances retiring or disabled participants elect otherwise.

     g.   Participants Loans

          Participants  may, in general,  borrow in the  aggregate not more than
          50% of their account  balances,  subject to a maximum loan of $50,000.
          Loans bear  interest at a rate equal to the  current  rate of interest
          being  charged by the Central Maine Power  Company  Employees  Federal
          Credit Union for loans  secured by share  account  balances.  Interest
          rates on loans outstanding at year end range from 7.25% to 14.28%. The
          maximum term of the loans is generally five years, with borrowed funds
          being repaid through payroll deductions.


<PAGE>


1.   Description of the Plan (continued)

     h.   Expenses

          All expenses of  administration of the Plan,  including  Trustee's and
          record keeper's fees, are paid by Central Maine Power Company.

2.   Summary of Significant Accounting Policies

     a.   Basis of Accounting

          The financial  statements  of the Plan are prepared  under the accrual
          method of accounting.

     b.   Use of Estimates

          The preparation of the Plan's financial  statements in conformity with
          generally   accepted   accounting   principles   requires   the   plan
          administrator  to make  significant  estimates  and  assumptions  that
          affect the reported  amounts of net assets  available  for benefits at
          the date of the  financial  statements  and the  changes in net assets
          available  for  benefits   during  the  reporting   period  and,  when
          applicable,  disclosure of contingent  assets and  liabilities  at the
          date of the  financial  statements.  Actual  results could differ from
          those estimates.

     c.   Risks and Uncertainties

          The Plan provides for various investment options in any combination of
          stocks,  fixed income  securities,  mutual funds, and other investment
          securities.  Investment  securities are exposed to various risks, such
          as interest  rate,  market and credit risks.  Due to the level of risk
          associated  with  certain  investment  securities,   it  is  at  least
          reasonably  possible that changes in values of  investment  securities
          will  occur in the near term and that such  changes  could  materially
          affect participants'  account balances and the amounts reported in the
          statement of net assets  available  for benefits and the  statement of
          changes in net assets available for benefits.

     d.   Investment Valuation and Income Recognition

          The  Plan's  investments  are  stated at fair  value.  The  investment
          contracts  are valued at contract  value  (Note 3) which  approximates
          fair value.  Shares of registered  investment  companies are valued at
          quoted  market  prices which  represent  the net asset value of shares
          held by the Plan at year end.  Participant  loans are  valued at cost,
          which approximates fair value.

          Purchases and sales of securities are recorded on a trade-date  basis.
          Interest  income is  recorded  on the  accrual  basis.  Dividends  are
          recorded on the ex-dividend date.

3.   Investment Contracts with Insurance Companies

     Executive Life

     At December 31, 1997 Fidelity held a fixed income  contract with  Executive
     Life  Insurance   Company   (Executive  Life)  with  a  contract  value  of
     approximately  $14,000.  The Union Plan holds  approximately  $4,000 of the
     Executive Life contract.

     On April  11,  1991 the State of  California  insurance  regulators  placed
     Executive Life under conservatorship. Under the terms of the rehabilitation
     plan, contract holders were given a choice to either opt-in or opt-out of a
     5-year fixed income contract with Aurora  National Life Assurance  Company,
     the successor to Executive Life. After review of all the relevant facts and
     the  advice  of an  insurance  research  and  consulting  firm the  Company
     selected the opt-out approach.

     On October 26, 1995 the Plan  received a  distribution  of $1.9  million or
     87.5% of the original  frozen  asset.  On May 27, 1996 the Plan  received a
     second distribution of $110 thousand or 4.8% bringing the total received to
     date of 92.3%.  A third  distribution  of 6.9% was  received on May 8, 1997
     bringing  the total  recovery to 99.2% of the  original  contract.  Further
     distributions  are expected as conditions for  liquidating  assets improve.
     Full recovery of the original investment is expected.  It was expected that
     along with resolution of the  rehabilitation  proceedings,  this settlement
     would result in greater than 100% recovery of the original  Executive  Life
     contract.

     Effective  July 31,  1997,  the  terms  and  conditions  of a  confidential
     agreement  between CMP and State Street Bank were met.  With the receipt of
     $379,501  from State  Street  Bank on August 20,  1997,  participants  with
     Executive Life holdings have now received  115.1% of the original  contract
     value.

     Requests from Plan participants for payments or transfers of funds from the
     Fixed Income Fund will continue to be processed  but the shares  associated
     with the  remaining  Executive  Life  contract  continue to be  temporarily
     frozen.


4.   Related Party Transactions

     Certain Plan  investment  options are shares of mutual funds managed by the
     Trustee and Company common stock. Therefore,  these transactions qualify as
     party-in-interest transactions.



<PAGE>


5.   Investments

     The  following  investments  represent  5% or more of the total net  assets
     available for plan benefits at December 31, 1997:

                    Description                                   Amount

     Retirement Government Money Market Portfolio               $1,637,718
     Fidelity Balanced Fund*                                     2,698,546
     Fidelity Magellan Fund*                                     8,103,782
     Spartan U.S. Equity Index Fund*                             8,505,633
     Fidelity Short-term Investment Fund* (A)                    1,572,817
     Asset Manager Growth Fund*                                  1,897,778
     Central Maine Power Company Stock Fund*                     5,326,051

     *Represents a  party-in-interest  to the Plan. 

     (A)  Represents a portion of investment  included in Fixed Income  Contract
     Portfolio

6.   Plan Termination

     Although  it has not  expressed  any intent to do so, the  Company  has the
     right under the Plan to discontinue  its  contributions  at any time and to
     terminate the Plan subject to the provisions of ERISA.

7.   Federal Income Taxes

     The Internal  Revenue  Service  (IRS) has issued a favorable  determination
     letter with respect to the Plan's  tax-exempt  status under Section  401(a)
     and 401(k) of the Internal  Revenue Code.  Therefore,  no income taxes have
     been provided for in the accompanying financial statements.

     Elective  contributions  to the  Plan  made by the  Company  on  behalf  of
     employees  are not subject to federal  income taxes  currently,  as long as
     these  contributions are below the maximum level derived in accordance with
     Section 401(k)  regulations.  Contributions  and earnings  thereon will, in
     general,  be  taxable  upon  distribution,  although  rules  providing  for
     additional  deferral  may apply with  respect to certain  distributions  of
     Company stock.

     The  Internal  Revenue  Service has  determined  and  informed  the Company
     sponsor by letter dated  February 10, 1995,  that the Plan is qualified and
     the  related  trust  established  under the Plan is  tax-exempt,  under the
     applicable sections of the Internal Revenue Code. The Plan has been amended
     since receiving the determination  letter.  However, the Plan administrator
     and the Plan's tax counsel believe that the Plan is currently  designed and
     being operated in compliance with the applicable

<PAGE>


7.   Federal Income Taxes (continued)

     requirements  of the  Code.  Therefore  they  believe  that  the  Plan  was
     qualified  and  the  related  trust  was  tax-exempt  as of  the  financial
     statement date.

8.   Differences with Form 5500

     Differences between the information  contained in the financial  statements
     and Form 5500 are primarily related to differences in  classification.  The
     Form 5500 does not provide the detailed information of balances or earnings
     related to assets held in the master trust.


<PAGE>
<TABLE>
<S>                                                     <C>          <C>           <C>        


                                                     Central Maine Power Company
                                                           Form 11-K - Year 1997
                                                                      Schedule I
                                                                     Page 1 of 3

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees

           Item 27a - Schedule of Assets Held for Investment Purposes
                              At December 31, 1997

                                                                                     Market/
                             Name of Issuer                                         Contract
     Fund                  and Title of Issue           Units (A)      Cost           Value

Retirement Government Money Market Fund                 5,596,133    $ 5,596,133   $ 5,596,133
Fidelity Balanced Fund*                                   552,364      7,601,068     8,434,601
Fidelity Magellan Fund*                                   261,680     20,999,553    24,930,263
Spartan U.S. Equity Index Fund*                           842,854     19,322,212    29,483,035
Fidelity Intermediate Bond Fund*                           62,508        632,011       635,706
Asset Manager Income Fund*                                 68,997        803,478       840,377
Asset Manager Fund*                                       146,263      2,398,000     2,683,924
Asset Manager Growth Fund*                                321,551      5,416,223     5,942,261

Fixed Income
   Sun Life Insurance of America (1994 Contracts)
     Contract rate 7.50%
     Maturity date 12/31/98                               786,516        786,516       786,516
   Executive Life Insurance Company (1989 Contract)
   Maturity date 12/31/93
   (See Note 3 to Financial Statements)                    13,704         13,704        13,704
   Fidelity-Short-term Investment Fund (at par
   value)*
     Contract rate 5.63%                                5,132,619      5,132,619     5,132,619
                                                                      ----------    ----------
     Total Fixed Income Fund                                         $ 5,932,839   $ 5,932,839

*Parties in interest to the plan.
</TABLE>





<PAGE>
<TABLE>
<S>                                                         <C>            <C>              <C>         

                                                     Central Maine Power Company
                                                           Form 11-K - Year 1997
                                                                      Schedule I
                                                                     Page 2 of 3

           Item 27a - Schedule of Assets Held for Investment Purposes
                              At December 31, 1997
                                                                                              Market/
                               Name of Issuer                                                 Contract
      Fund                   and Title of Issue          Units (A)          Cost                Value

         Central Maine Power Company Stock

         Central Maine Power Company Stock
           Shares*                                          864,085        $11,371,187      $ 13,178,336
         Fidelity U.S. Government Reserve Pool (at par
         value)*                                            927,688            927,688           927,688
                                                                          ------------    --------------
           Total CMP Stock Fund                                             12,298,875        14,106,024

           Total  Investments All Funds  Participant Loans (interest rates range
           from 7.25% to 14.28%, maturity dates are generally within
           5 years.)                                                         2,769,361         2,769,361
                                                                           -----------     -------------
           Grand Total                                                     $83,769,753      $101,354,524

*Parties in interest to the plan.
</TABLE>
<PAGE>
                                                     Central Maine Power Company
                                                           Form 11-K - Year 1997
                                                                      Schedule I
                                                                     Page 3 of 3

                        Notes to Schedule I - Investments

 A)   "Units" except for shares of Company stock, indicates each Fund's share of
      the total units associated with pooled funds,  which are  accumulations of
      investments from numerous entities, including the Plan.

 B)   The  investments of the Central Maine Power Company  Employee  Savings and
      Investment  Plan for Union Employees are commingled in a master trust with
      the  investments  of  one  other  employee  savings  and  investment  plan
      maintained  by the Company  and its  affiliates.  Schedule I presents  the
      consolidated  investments  of both plans.  This Plan's share of the pooled
      investments is as follows:

                                                             Market/Contract
                                                    Cost          Value

Retirement Government Money Market Portfolio     $1,637,718      $1,637,718
Fidelity Balanced Fund*                           2,425,817       2,698,546
Fidelity Magellan Fund*                           6,820,550       8,103,782
Spartan U.S. Equity Index Fund*                   5,500,032       8,505,633
Fixed Income Contract Portfolio                   1,818,214       1,818,214
Fidelity Intermediate Bond Fund*                    121,093         122,168
Asset Manager Income Fund*                          279,354         292,857
Asset Manager Fund*                                 785,418         867,044
Asset Manager Growth Fund*                        1,742,464       1,897,778
Central Maine Power Company Stock*                4,293,451       5,326,051
Loans Due from Participants                       1,132,018       1,132,018


*Parties in interest to the plan.



<PAGE>
<TABLE>
 <S>                                           <C>       <C>               <C>     <C>             <C>                    <C>
                                                  Central Maine Power Company
                                               Employee Savings and Investment Plan

                                                       For Union Employees

                                          Items 27d Schedule of Reportable Transactions
                                               For the Year Ended December 31, 1997

                                           No. of                       No. of                      Current       
                                           Trans.        Purchase       Trans.      Selling         Cost of           Net
            Description of Asset          Purchased       Price          Sold        Price           Asset        Gain/(Loss)

Retirement Government Money
  Market Portfolio                            181       $3,105,784        152     $2,254,312      $2,254,312       $      -

Fidelity Balanced Fund*                       115          859,422         58        415,979         379,932         36,047

Fidelity Magellan Fund*                       173        2,265,251         81      1,456,476       1,285,178        171,298

Spartan U.S. Equity Index Fund*               198        3,033,039         93      1,744,437       1,550,088        194,349

Fidelity Short-term Investment Fund*       
  (Schedule I)                                 25        1,122,957        191      1,750,825       1,750,825              -

Asset Manager Growth Fund*                    133        1,242,946         39        410,377         393,003         17,374
                                                                                                               
Central Maine Power Company
  Stock Fund                                                                                                   
            CMP Common Stock*                 189          395,961        172        898,435         956,891        (58,456)
                                                                                                               
            Fidelity U.S. Government
              Reserve Pool*                   189        1,053,784        172      1,350,685       1,350,685               -

* Parties in interest to the plan                                                                                     
</TABLE>
<PAGE>
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
report,  included  in this  Form  11-K,  into  the  Company's  previously  filed
registration Statement on Form S-8 (Filed No. 33-44754).


                                                      COOPERS & LYBRAND L.L.P.


Portland, Maine
June 29, 1998



<PAGE>


                                                     Central Maine Power Company
                                                           Form 11-K - Year 1997


                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.

                                          Central Maine Power Company
                                          Employee Savings and Investment
                                          Plan for Union Employees
                                          (Name of Plan)

Date: June 29, 1998

                                          /s/D. E. Marsh
                                          D. E. Marsh, Chief Financial Officer, 
                                          Member, Employee Savings and 
                                          Investment Plan Committee, 
                                          Central Maine Power Company