<PAGE>


                                                                  Exhibit 99-1






                                    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

For the fiscal years ended                    December 31, 1998

[  ]  TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

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 NON-UNION EMPLOYEES

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

                                 CMP GROUP, INC.
                                 83 EDISON DRIVE
                              AUGUSTA, MAINE 04336


<PAGE>


                                                 Central Maine Power Company
                                                    Form 11-K - Year 1998

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                             For Non-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 Asset Available for Benefits                       F-2

     Statement of Changes in Net Assets Available for Benefits   F-3 through F-5

     Notes to Financial Statements                              F-6 through F-13

     Supplemental Schedules:
          I   - Item 27a Schedule of Assets Held for Investment  S-1 through S-2
                Purposes at December 31, 1998
         II   - Item 27d Schedule of Reportable Transactions for          S-3
                the Year Ended December 31, 1998

(b)  Exhibits

     Consent of Independent Public Accountants                            E-1

     Signature                                                            E-2


<PAGE>









                        Report of Independent Accountants

To the Board of Directors of
Central Maine Power Company

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statements  of changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of  Central  Maine  Power  Company  Employee  Savings  and  Investment  Plan for
Non-Union  Employees (the "Plan") at December 31, 1998 and 1997, and the changes
in net assets  available  for benefits  for the year ended  December 31, 1998 in
conformity  with  generally  accepted  accounting  principles.  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 of these  statements in accordance with generally  accepted
auditing  standards  which  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,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

Our audits  were  conducted  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 the
purpose  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 fund information in the
statements of net assets  available for benefits and the statement of changes in
net assets  available  for  benefits is  presented  for  purposes of  additional
analysis  rather than to present the net assets  available for plan benefits and
changes in net assets  available for benefits of each fund.  These  supplemental
schedules and fund information are the  responsibility of the Plan's management.
The  supplemental  schedules  and fund  information  have been  subjected to the
auditing procedures applied in the audits 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.


PricewaterhouseCoopers LLP
June 25, 1999







<PAGE>


                                                 Central Maine Power Company
                                                    Form 11-K - Year 1998

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                             For Non-Union Employees


                 Statements of Net Assets Available for Benefits

                                                        As of December 31,
                                                       1998          1997
Assets:
   Investments at Fair Value:
      Retirement Government Money Market Portfolio  $6,734,685    $3,949,810
      Fidelity Balanced Fund                         6,476,896     5,733,860
      Fidelity Magellan Fund                        21,470,414    16,826,481
      Spartan U.S. Equity Index Fund                24,921,870    20,974,999
      Fixed Income Contract Portfolio                3,320,410     4,110,837
      Fidelity Intermediate Bond Fund                        -       504,919
      Asset Manager Income Fund                              -       547,520
      Asset Manager Fund                                     -     1,816,880
      Asset Manager Growth Fund                      5,878,838     4,044,483
      Central Maine Power Company Stock Fund         9,642,115     8,779,974
      PIMCO Total Return Bond Fund                   1,507,339             -
      MAS Value Fund                                   649,147             -
      Neuberger & Berman Genesis Trust               1,558,117             -
      Vanguard PRIMECAP                              2,788,493             -
      Invesco Total Return                             731,265             -
      Fidelity Diversified International               766,766             -
      Loans Due from Participants                    1,522,445     1,637,343
                                                     ---------     ---------

         Total Investments                          87,968,800    68,927,106

  Receivables:
      Dividends on Company Stock                       109,235       120,602
      Kennebec Water Power Company Employee
        Savings and Investment Plan (Note 1)            29,832             -
      Accrued Interest                                   1,286         5,951
                                                     ---------    ----------
         Total Receivables                             140,353       126,553
                                                       -------      --------

         Total Assets                               88,109,153    69,053,659
                                                    ----------    ----------

Liabilities:
      Accounts payable                               (457,425)     (369,423)
                                                     --------      ---------
         Total Liabilities                           (457,425)     (369,423)
                                                     --------      ---------

Net Assets Available for Benefits                  $87,651,728   $68,684,236
                                                    ==========    ==========

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


<PAGE>


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

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

            Statement of Changes in Net Assets Available for Benefits
                      For the Year Ended December 31, 1998

                                       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
 Additions:
   Investment Income
      Net Appreciation
        on Fair Market Value           $       -     $ 471,182      $ 4,327,964      $ 5,155,161     $          -       $    1,989
      Dividend on Company Stock                -             -                -                -                -                -
      Interest and Dividends             251,874       628,267          978,441          493,341          204,405            3,922
      Interest on Loans                    9,310        10,878           38,594           25,988                -              182
   Contributions
      Participants'                      234,741       368,169        1,086,397          983,689                -            4,339
      Employer's                               -             -                -                -                -                -
   Other                                   4,162         3,003            4,693           20,280                                 -
                                     ----------------------------------------------------------------------------------------------
        Total Additions                  500,087     1,481,499        6,436,089        6,678,459          204,405           10,432
 Deductions:
   Benefits Paid to participants        (375,912)     (291,048)        (472,981)        (727,589)        (213,417)               -
   Loan Repayments                       104,821        87,035          279,510          199,121                -            1,014
   Loan Withdrawals                      (47,958)      (86,154)        (247,537)        (212,327)         (21,138)            (155)
   Other                                       -             -                -                -          (10,399)               -
                                     ----------------------------------------------------------------------------------------------
      Net Increase Prior to Transfer     181,038     1,191,332        5,995,081        5,937,664          (40,549)          11,291

 Interplan Transfers                      14,310        24,252           92,942          110,245            2,807              486
 Interfund Transfers                   2,589,527      (472,548)      (1,444,090)      (2,101,038)        (752,685)        (516,696)
                                     ----------------------------------------------------------------------------------------------
      Net Increase (Decrease)          2,784,875       743,036        4,643,933        3,946,871         (790,427)        (504,919)

 Net Assets Available for Benefits:
      Beginning of Year                3,949,810     5,733,860       16,826,481       20,974,999        4,110,837          504,919
                                     ----------------------------------------------------------------------------------------------

      End of Year                    $ 6,734,685   $ 6,476,896     $ 21,470,414     $ 24,921,870      $ 3,320,410        $       -
                                     ==============================================================================================
  (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>


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

            Statement of Changes in Net Assets Available for Benefits
                      For the Year Ended December 31, 1998

                                           Asset                             Asset           Central           PIMCO
                                          Manager           Asset           Manager        Maine Power         Total          MAS
                                          Income           Manager          Growth           Company          Return         Value
                                           Fund             Fund             Fund          Stock Fund       Bond Fund        Fund
 Additions:
   Investment Income
      Net Appreciation
        on Fair Market Value              $ 8,890         $ 70,392         $ 18,127       $ 1,897,817      $ (29,800)   $ (152,921)
      Dividend on Company Stock                 -                -                -           452,645              -             -
      Interest and Dividends                1,164                -          814,162                 -        113,707       107,912
      Interest on Loans                        82              255            8,149             7,627          2,877           583
   Contributions
      Participants'                         3,493           15,518          402,358            93,982         62,002        38,681
      Employer's                                -                -                -         1,222,309              -             -
   Other                                        -            3,003            6,854               694              -             -
                                     ----------------------------------------------------------------------------------------------
        Total Additions                    13,629           89,168        1,249,650         3,675,074        148,786        (5,745)
 Deductions:
   Benefits Paid to participants                -             (343)        (220,555)         (344,413)        (1,860)            -
   Loan Repayments                            628            1,347           54,742            41,073         28,122         2,029
   Loan Withdrawals                          (376)            (345)         (39,578)          (17,161)       (17,479)         (711)
   Other                                        -                -                -                 -              -             -
                                     ----------------------------------------------------------------------------------------------
      Net Increase Prior to Transfer        13,881           89,827        1,044,259        3,354,573        157,569        (4,427)

 Interplan Transfers                         6,467            1,292           23,444           64,976              -             -
 Interfund Transfers                      (567,868)      (1,907,999)         766,652       (2,650,075)     1,349,770       653,574
                                     ----------------------------------------------------------------------------------------------
      Net Increase (Decrease)             (547,520)      (1,816,880)       1,834,355          769,474      1,507,339       649,147

 Net Assets Available for Benefits:
      Beginning of Year                    547,520        1,816,880        4,044,483        8,416,502              -             -
                                     ----------------------------------------------------------------------------------------------

      End of Year                        $       -       $        -      $ 5,878,838      $ 9,185,976    $ 1,507,339     $ 649,147
                                     ==============================================================================================
  (Continued on page F-5)

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 Non-Union Employees

                                                        Statement of Changes in Net Assets Available for Benefits
                                                                  For the Year Ended December 31, 1998

                                    Neuberger &
                                      Berman                   Invesco        Fidelity       Loans Due
                                      Genesis     Vanguard      Total        Diversified       from
                                      Trust       PRIMECAP     Return      International   Participants     Other         Total
                                      ------      ---------    -------   ---------------  -------------    ------        -----
Additions:
  Investment Income
     Net Appreciation
       on Fair Market Value         $ (110,511)   $ 322,486    $ 26,713       $ 17,700       $      -     $       -  $ 12,025,189
     Dividend on Company Stock               -            -           -              -              -       (11,367)      441,278
     Interest and Dividends             24,119      100,432      33,007         29,260              -             -     3,784,013
     Interest on Loans                   1,739        2,707         207            347              -             -       109,525
  Contributions
     Participants'                     146,130      198,101      28,932         57,007              -             -     3,723,539
     Employer's                              -            -           -              -              -             -     1,222,309
  Other                                      -            -           -              -              -        29,832        72,521
                                   -----------------------------------------------------------------------------------------------
       Total Additions                  61,477      623,726      88,859        104,314              -        18,465    21,378,374
Deductions:
  Benefits Paid to participants        (37,037)     (40,759)    (11,802)        (1,919)       (34,762)            -    (2,774,397)
  Loan Repayments                       13,331       25,367       1,689          3,095       (842,924)            -             -
  Loan Withdrawals                      (9,142)     (18,668)     (8,149)        (3,217)       730,095             -             -
  Other                                      -            -           -              -              -             -       (10,399)
                                   -----------------------------------------------------------------------------------------------
     Net Increase Prior to Transfer     28,629      589,666      70,597        102,273       (147,591)       18,465    18,593,578

Interplan Transfers                          -            -           -              -         32,693             -       373,914
Interfund Transfers                  1,529,488    2,198,827     660,668        664,493              -             -             -
                                   -----------------------------------------------------------------------------------------------
     Net Increase (Decrease)         1,558,117    2,788,493     731,265        766,766       (114,898)       18,465    18,967,492

Net Assets Available for Benefits:
     Beginning of Year                       -            -           -              -      1,637,343       120,602    68,684,236
                                   -----------------------------------------------------------------------------------------------

     End of Year                   $ 1,558,117  $ 2,788,493   $ 731,265      $ 766,766    $ 1,522,445     $ 139,067  $ 87,651,728
                                   ===============================================================================================

The accompanying notes are an integral part of these financial statements.
</TABLE>



<PAGE>


                                               Central Maine Power Company
                                                   Form 11-K - Year 1998

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                             For Non-Union Employees


                          Notes to Financial Statements
                                December 31, 1998

1.     Administrative Change

       CMP Group is a holding  company  organized  effective  September  1, 1998
       which owns all of the common stock of Central  Maine Power  Company ("the
       Company") and the former non-utility subsidiaries of the Company. As part
       of the  reorganization,  all of the shares of the Company's  common stock
       were converted  into an equal number of shares of CMP Group.  The Central
       Maine Power  Company  Stock Fund ("CMP Co. Stock  Fund"),  an  investment
       option of the Central Maine Power Company Employee Savings and Investment
       Plan for Non-Union  Employees ("the Plan" or "the Non-Union Plan") shares
       were  converted to an equal number of CMP Group shares as a result of the
       above. In addition the CMP Group  employees are eligible  participants of
       the Non-Union Plan.

       Effective  December 31, 1998 the Kennebec  Water Power  Company  Employee
       Savings and Investment Plan, which consisted of three  participants,  was
       merged into the Central Maine Power Non-Union Plan.

2.     Description of the Plan

       The  Non-Union  Plan was adopted by the Board of Directors of the Company
       on February 19, 1981. Certain pertinent features of the Plan, as amended,
       are discussed below.

       a.     Eligibility of Participants

              Each  employee of the Company,  CMP Group,  Inc.,  Kennebec  Water
              Power  Company,  and  The  Union  Water-Power  Company,  MaineCom,
              Telesmart,   CNEX  and  Aroostook  Valley  Electric  Company,  its
              wholly-owned  subsidiaries,  who is not  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.  Beginning  January 1, 1999,  employees may defer up to
              18% of their base compensation.



<PAGE>


2.     Description of the Plan (continued)

       c.     Matching Contributions by the Company

              The Company and its subsidiaries  contribute to the Plan an amount
              equal  to 60% of the  first  5% of  the  salary  reduction  amount
              contributed on behalf of each participant, provided, 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.  Effective January 1, 1999 the Company increased its
              matching  contribution to 60% of the first 5% of compensation plus
              50% on the next 2% of  compensation  for a total match of 4% on a
              7% salary reduction amount.  In 1998 these provisions  limited the
              annual employee  contribution  excluded from taxable income to the
              lesser  of 25% of total  compensation  or  approximately  $10,000.
              Employee  contributions  for  employees who are defined as "highly
              compensated"  by the  Internal  Revenue  Service  may  be  further
              limited in order to pass  nondiscrimination  tests.  The Company's
              matching  contribution  is made coincident with each payroll cycle
              during  the  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.

       e.     Investment Options

              All  contributions  made  under the Plan are  subject  to a master
              trust  that also  contains  the  assets of one other  savings  and
              investment plans of the Company and its affiliated  companies.  At
              December  31,  1998,  the Plan's  interest in  investments  in the
              master trust was approximately 68%. Effective January 1, 1998, six
              new funds were added and three funds were eliminated  bringing the
              total number of investment options to thirteen.  Contributions are
              invested by the Trustee,  Fidelity Management Trust Company, based
              upon participant election, in one or more of thirteen 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 CMP Co. 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 CMP Co.
              Stock Fund are  allocated  prorata  between the two plans based on
              market  value  of CMP  Group  common  shares  held by  each  plan.
              Contributions  to  all  Funds  may  be  invested   temporarily  in
              short-term  investments  prior to the purchase of the primary Fund
              securities.


<PAGE>


2.     Description of the Plan (continued)

       e.     Investment Options (continued)

              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.  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.  Certain
              fixed   income    contracts   were    previously    placed   under
              conservatorship  and as a  result,  this  fund was  closed  to new
              investments  effective May 1, 1996. Final distributions from these
              contracts  were  received in 1998 and this fund ceased to exist as
              of January 1, 1999.

              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.  The  Kennebec
              Water Power Company Plan which was merged with the Non-Union  Plan
              on December 31, 1998,  will no longer have the  Intermediate  Bond
              Fund as an option.

              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.

              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.



<PAGE>


2.     Description of the Plan (continued)

       e.     Investment Options (continued)

              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 many types of domestic and
              foreign securities.

              Central Maine Power  Company Stock Fund - A fund  comprised of the
              common  shares of CMP Group,  the parent  company of Central Maine
              Power Company.

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

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

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

              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.

              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.



<PAGE>



2.     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
              may be made at any time.

              All Company matching  contributions are initially  invested in the
              CMP Co. 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 Co.
              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, 1983,
              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, 1983 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  from the Funds occurring as a result of termination
              of employment,  death, retirement or permanent disability are made
              no later than 60 days after the end of the Plan year, unless under
              certain  circumstances  retiring  or disabled  participants  elect
              otherwise.



<PAGE>


2.     Description of the Plan (continued)

       g.     Participant 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 8.00%.  The maximum  term of the loans is  generally
              five years,  with  borrowed  funds being  repaid  through  payroll
              deductions.

       h.     Expenses

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

3.     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.  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.

4.     Related Party Transactions

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

5.     Investments

       The  following  investments  represent 5% or more of the total net assets
       available for plan benefits at December 31, 1998:

                               Description                   Amount

       Retirement Government Money Market Portfolio         $6,734,685
       Fidelity Balanced Fund*                              $6,476,896
       Fidelity Magellan Fund*                             $21,470,414
       Spartan U.S. Equity Index Fund*                     $24,921,870
       Asset Manager Growth Fund*                           $5,878,838
       Central Maine Power Company Stock Fund*              $9,642,115

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

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.



<PAGE>


7.     Federal Income Taxes

       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
       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.

       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.

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>




                                           Central Maine Power Company
                                              Form 11-K - Year 1998
                                                   Schedule I
                                                   Page 1 of 2

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                           For Non-Union Employees (B)

           Item 27a - Schedule of Assets Held for Investment Purposes
                              At December 31, 1998
<TABLE>
<S>                                                            <C>                   <C>                  <C>

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

Retirement Government Money Market Fund                        8,740,855             $8,740,855           $8,740,855
Fidelity Balanced Fund*                                          581,633              8,254,465            9,515,523
Fidelity Magellan Fund*                                          267,027             22,760,642           32,262,211
Spartan U.S. Equity Index Fund*                                  827,214             20,722,508           36,364,313
Fidelity Intermediate Bond Fund*                                     901                  9,089                9,250
Asset Manager Growth Fund*                                       466,729              8,380,151            8,718,504
PIMCO Total Return Bond Fund                                     181,145              1,945,278            1,909,274
MAS Value Fund                                                    61,088              1,077,349              881,505
Neuberger & Berman Genesis Trust                                 103,152              2,237,878            2,098,118
Vanguard PRIMECAP                                                 83,371              3,532,499            3,973,473
Invesco Total Return                                              31,258                948,037              980,242
Fidelity Diversified International*                               61,647              1,086,880            1,092,380

Fixed Income Contract Portfolio
         Fidelity-Short-term Investment Fund (at par
         value)*
           Contract rate 5.10%                                                        4,901,908            4,901,908

Central Maine Power Company Stock Fund
         CMP Group Shares*                                       824,073             13,251,969           15,557,544
         Fidelity U.S. Government Reserve Pool (at par
         value)*                                                 426,129                426,129              426,129
                                                                                        -------              -------
           Total CMP Stock Fund                                                      13,678,098           15,983,673
                                                                                     ----------           ----------

           Total Investments All Funds                                               98,275,637          127,431,229

Participant Loans (interest rates range from 7.25% to
8.00%, maturity dates are generally within 5 years.)
                                                                                      2,586,787            2,586,787
                                                                                      ---------          ---------
           Total                                                                   $100,862,424         $130,018,016
                                                                                    ===========          ===========

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


<PAGE>


                                                 Central Maine Power Company
                                                    Form 11-K - Year 1998
                                                         Schedule I
                                                         Page 2 of 2

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                             For Non-Union Employees

                        Notes to Schedule I - Investments

(A)  "Units," except for shares of CMP Group 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 Non-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 .....    $ 6,734,685    $ 6,734,685
Fidelity Balanced Fund* ..........................      5,633,969      6,476,896
Fidelity Magellan Fund* ..........................     15,169,367     21,470,414
Spartan U.S. Equity Index Fund* ..................     14,161,213     24,921,870
Fixed Income Contract Portfolio ..................      3,320,410      3,320,410
Asset Manager Growth Fund* .......................      5,636,225      5,878,838
PIMCO Total Return Fund ..........................      1,536,542      1,507,339
MAS Value Fund ...................................        802,950        649,147
Neuberger & Berman Genesis .......................      1,666,250      1,558,117
Vanguard PRIMECAP ................................      2,476,077      2,788,493
Invesco Total Return .............................        708,144        731,265
Fidelity Diversified International* ..............        770,215        766,766
Central Maine Power Company Stock Fund* ..........      7,994,219      9,642,115
Loans Due from Participants ......................      1,522,445      1,522,445


*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 Non-Union Employees

                  Items 27d Schedule of Reportable Transactions
                      For the Year Ended December 31, 1998

                                          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                         225     $ 43,074,424       204      $40,303,859     $40,303,859   $          -

 Fidelity Balanced Fund*                    165        2,031,156       114        1,783,555       1,592,312        191,243

 Fidelity Magellan Fund*                    207        6,122,362       148        5,899,334       5,213,137        686,197

 Spartan U.S. Equity Index Fund*            222       12,091,347       163       13,409,881      11,821,896      1,587,985

 Asset Manager Growth Fund*                 155        3,274,246        98        1,481,463       1,332,525        148,938

 Vanguard PRIMECAP                          175        3,123,349        53          657,341         647,272         10,069

 Fidelity Diversified International         153       16,798,771        44       16,049,704      16,028,555         21,149

 Central Maine Power Company
   Stock Fund
           CMP Group Common Stock*          219       12,177,139       195       12,527,500      10,362,392      2,165,108

           Fidelity U.S. Government
             Reserve Pool*                  219       21,593,009       195       21,493,686      21,493,686              -

 * Parties in interest to the plan
</TABLE>


<PAGE>




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement  on Form S-8 (No.  33-44754)  of Central  Maine  Power  Company of our
report dated June 25, 1999 relating to the  financial  statements of the Central
Maine  Power  Company   Employee  Savings  and  Investment  Plan  for  Non-Union
Employees, which appears in this Form 11-K.


PricewaterhouseCoopers LLP

Portland, ME
June 30, 1999




<PAGE>



                                                 Central Maine Power Company
                                                    Form 11-K - Year 1998

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                             For Non-Union Employees

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee
(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 Non-Union Employees
                                            (Name of Plan)




                          Michael W. Caron, Comptroller
                          (Chief Accounting Officer and Duly Authorized
                          Officer)




                          CMP Group, Inc.




                          David E. Marsh, Chief Financial Officer
                          (Principal Financial Officer and Duly Authorized
                          Officer)


Date:  June 30, 1999