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

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 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 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, through F-5

    Notes to Financial Statements                               F-6 through F-12

    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 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 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  $  2,003,102   $ 1,637,718
      Fidelity Balanced Fund                           3,029,219     2,698,546
      Fidelity Magellan Fund                          10,790,829     8,103,782
      Spartan U.S. Equity Index Fund                  11,439,355     8,505,633
      Fixed Income Contract Portfolio                  1,577,447     1,818,214
      Fidelity Intermediate Bond Fund                          -       122,168
      Asset Manager Income Fund                                -       292,857
      Asset Manager Fund                                       -       867,044
      Asset Manager Growth Fund                        2,839,666     1,897,778
      Central Maine Power Company Stock Fund           6,341,558     5,326,051
      PIMCO Total Return Bond Fund                       401,935             -
      MAS Value Fund                                     232,357             -
      Neuberger & Berman Genesis Trust                   540,001             -
      Vanguard PRIMECAP                                1,184,980             -
      Invesco Total Return                               248,977             -
      Fidelity Diversified International                 325,614             -
      Loans Due from Participants                      1,064,342     1,132,018
                                                     -----------   -----------

         Total Investments                            42,019,382    32,401,809

  Receivables:
      Dividends on Company Stock                          69,184        74,717
      Accrued Interest                                       846         3,610
                                                   -------------  ------------
         Total Receivables                                70,030        78,327
                                                   -------------  ------------

         Total Assets                                 42,089,412    32,480,136
                                                      ----------    ----------

Liabilities:
      Accounts Payable                                  (300,843)     (224,097)
                                                    ------------   -----------
         Total Liabilities                              (300,843)     (224,097)
                                                    ------------   -----------

Net Assets Available for Benefits                    $41,788,569   $32,256,039
                                                      ==========    ==========

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


<PAGE>
<TABLE>
<S>                                         <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, 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                $       -      $ 222,043    $ 2,186,571     $ 2,228,445              -         $    412
      Dividend on Company Stock                     -              -              -               -              -                -
      Interest and Dividends                   88,383        287,582        496,976         216,304         93,931              978
      Interest on Loans                         7,968          6,764         29,826          17,326              -              110
   Contributions
      Participants'                           152,640        236,438        628,604         577,625              -            2,779
      Employer's                                    -              -              -               -              -                -
   Other                                        9,580              -              -               -                               -
                                     -----------------------------------------------------------------------------------------------
        Total Additions                       258,571        752,827      3,341,977       3,039,700         93,931            4,279
 Deductions:
   Benefits Paid to participants             (217,157)       (23,598)      (185,060)       (122,135)       (97,107)               -
   Loan Repayments                             50,921         52,731        180,133         135,081              -              385
   Loan Withdrawals                           (53,964)       (46,512)      (203,137)        (93,024)       (23,529)          (1,529)
   Other                                            -              -         (4,694)         (2,262)        (3,190)               -
                                     -----------------------------------------------------------------------------------------------
      Net Increase Prior to Transfer           38,371        735,448      3,129,219       2,957,360        (29,895)           3,135

 Interplan Transfers                          (14,310)       (24,252)       (92,942)       (110,245)        (2,807)            (486)
 Interfund Transfers                          341,323       (380,523)      (349,230)         86,607       (208,065)        (124,817)
                                     -----------------------------------------------------------------------------------------------
      Net Increase (Decrease)                 365,384        330,673      2,687,047       2,933,722       (240,767)        (122,168)

 Net Assets Available for Benefits:
      Beginning of Year                     1,637,718      2,698,546      8,103,782       8,505,633      1,818,214          122,168
                                     -----------------------------------------------------------------------------------------------

      End of Year                         $ 2,003,102    $ 3,029,219   $ 10,790,829    $ 11,439,355    $ 1,577,447              $ -
                                     ==============================================================================================
  (Continued on page F-4)
</TABLE>



<PAGE>
<TABLE>
<S>                                          <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, 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                  $ 5,445      $ 35,233          $ (696)       $ 954,407        $ (6,458)    $ (46,654)
     Dividend on Company Stock                     -             -               -          286,681               -             -
     Interest and Dividends                      787             -          395,370               -           28,512       40,778
     Interest on Loans                           165           211            4,525            4,405             598          449
  Contributions
     Participants'                             4,062         8,543          203,581           81,335          21,872       15,712
     Employer's                                    -             -                -          822,977               -            -
  Other                                            -             -                -                -               -            -
                                    ------------------------------------------------------------------------------------------------
       Total Additions                        10,459        43,987          602,780        2,149,805          44,524       10,285
Deductions:
  Benefits Paid to participants                    -             -          (14,029)        (123,217)         (1,577)           -
  Loan Repayments                                800         1,391           37,648           25,557           4,791        3,463
  Loan Withdrawals                            (1,201)       (1,428)         (36,135)         (17,764)           (287)        (640)
  Other                                            -             -             (849)          (3,861)              -            -
                                    ------------------------------------------------------------------------------------------------
     Net Increase Prior to Transfer           10,058        43,950          589,415        2,030,520          47,451       13,108

Interplan Transfers                           (6,467)       (1,292)         (23,444)         (64,976)              -            -
Interfund Transfers                         (296,448)     (909,702)         375,917       (1,029,547)        354,484      219,249
                                    ------------------------------------------------------------------------------------------------
     Net Increase (Decrease)                (292,857)     (867,044)         941,888          935,997         401,935      232,357

Net Assets Available for Benefits:
     Beginning of Year                       292,857       867,044        1,897,778        5,105,564               -            -
                                    ------------------------------------------------------------------------------------------------

     End of Year                            $      -     $       -      $ 2,839,666      $ 6,041,561       $ 401,935    $ 232,357
                                    ================================================================================================
 (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 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        PRIMCAP        Return    International  Participants      Other        Total
Additions:
  Investment Income
     Net Appreciation
       on Fair Market Value           $ (39,813)    $ 135,955        $ 9,077       $ 8,280       $     -     $     -    $ 5,692,247
     Dividend on Company Stock                -             -              -             -             -      (5,533)       281,148
     Interest and Dividends               8,360        44,491         11,393        12,158             -           -      1,726,003
     Interest on Loans                    1,289         1,239            256           383             -           -         75,514
  Contributions
     Participants'                       41,979        94,926         19,852        30,717             -           -      2,120,665
     Employer's                               -             -              -             -             -           -        822,977
  Other                                       -             -              -             -             -           -          9,580
                                    ------------------------------------------------------------------------------------------------
       Total Additions                   11,815       276,611         40,578        51,538             -      (5,533)    10,728,134
Deductions:
  Benefits Paid to participants          (9,983)            -              -             -       (12,971)          -       (806,834)
  Loan Repayments                        12,201        12,980          2,497         5,985      (526,564)          -              -
  Loan Withdrawals                      (13,511)      (11,344)          (277)         (270)      504,552           -              -
  Other                                       -             -              -             -             -           -        (14,856)
                                    ------------------------------------------------------------------------------------------------
     Net Increase Prior to Transfer         522       278,247         42,798        57,253       (34,983)     (5,533)     9,906,444

Interplan Transfers                           -             -              -             -       (32,693)          -       (373,914)
Interfund Transfers                     539,479       906,733        206,179       268,361             -           -              -
                                    ------------------------------------------------------------------------------------------------
     Net Increase (Decrease)            540,001     1,184,980        248,977       325,614       (67,676)     (5,533)     9,532,530

Net Assets Available for Benefits:
     Beginning of Year                        -             -              -             -     1,132,018      74,717     32,256,039
                                    ------------------------------------------------------------------------------------------------

     End of Year                      $ 540,001   $ 1,184,980      $ 248,977     $ 325,614    $ 1,064,342   $ 69,184   $ 41,788,569
                                    ================================================================================================

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





                                                 Central Maine Power Company
                                                    Form 11-K - Year 1998

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For 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 Union  Employees  ("the  Plan" or "the Union  Plan")  shares were
      converted to an equal number of CMP Group shares as a result of the above.

2.   Description of the Plan

      The Union Plan was  adopted by the Board of  Directors  of 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 16% (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  plus 50% of the next 2% for a total
          match of 4% on a 7% salary reduction amount,  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.
          In 1998 these  provisions  limited  the annual  employee  contribution
          excluded   from  taxable   income  to  the  lesser  of  25%  of  total
          compensation or $10,000.  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.



<PAGE>


2.   Description of the Plan (continued)

     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 32%. 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 one  additional  savings and investment
          plan of the Company.  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.

          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.



<PAGE>


2.   Description of the Plan (continued)

     e.   Investment Options (continued)

          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.

          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 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.


<PAGE>



2.   Description of the Plan (continued)

e.       Investment Options (continued)

          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.

          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 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,  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


<PAGE>


2.   Description of the Plan (continued)

f.       Withdrawals and Distributions (continued)

          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 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.

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.


<PAGE>


3.   Summary of Significant Accounting Policies

     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

     Fidelity Balanced Fund*                                     $ 3,029,219
     Fidelity Magellan Fund*                                     $10,790,829
     Spartan U.S. Equity Index Fund*                             $11,439,355
     Asset Manager Growth Fund*                                   $2,839,666
     Central Maine Power Company Stock Fund*                      $6,341,558

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



<PAGE>


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


                                                  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 Union Employees

           Item 27a - Schedule of Assets Held for Investment Purposes
                              At December 31, 1998

                                                                                                         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>


                        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 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     $2,003,102         $2,003,102
Fidelity Balanced Fund*                           2,611,394          3,029,219
Fidelity Magellan Fund*                           7,590,465         10,790,829
Spartan U.S. Equity Index Fund*                   6,560,054         11,439,355
Fixed Income Contract Portfolio                   1,577,447          1,577,447
Asset Manager Growth Fund*                        2,743,926          2,839,666
PIMCO Total Return Fund                             408,736            401,935
MAS Value Fund                                      274,400            232,357
Neuberger & Berman Genesis                          571,628            540,001
Vanguard PRIMECAP                                 1,056,422          1,184,980
Invesco Total Return                                239,894            248,977
Fidelity Diversified International*                 316,664            325,614
Central Maine Power Company Stock Fund*           5,257,750          6,341,558
Loans Due from Participants                       1,064,342          1,064,342


*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, 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                       161      $ 1,190,525     138     $ 810,831     $ 810,831    $        -

 Fidelity Magellan Fund*                  167        1,931,578      92     1,338,160     1,080,523         257,637

 Spartan U.S. Equity Index Fund*          176        1,894,385      90     1,078,864       763,600         315,264

 Asset Manager Growth Fund*               125        1,586,802      68       620,773       564,596          56,177

 Central Maine Power Company
   Stock Fund
           CMP Group Common Stock*        185          844,163     157       940,710       778,129         162,581

           Fidelity U.S. Government
             Reserve Pool*                185        1,496,904     157     1,647,787      1,647,787              -

 * 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 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 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 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