Exhibit 99-2


                                    FORM 11-K

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

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

For the fiscal years ended                  December 31, 1996

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

For the transition period from               to         
Commission file number

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

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

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

                           CENTRAL MAINE POWER COMPANY
                                 83 EDISON DRIVE
                              AUGUSTA, MAINE 04336


                           Central Maine Power Company

                              Form 11-K - Year 1996

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees

                              REQUIRED INFORMATION


The following financial statements shall be furnished for the plan:

                                                                    Page No.
(a) Financial Statements

    Report of Independent Public Accountants                           F-1

    Statements of Net Assets Available for Benefits                    F-2

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

    Notes to Financial Statements                              F-5 through F-13

    Supplemental Schedules:
         I   - Item 27a Schedule of Assets Held for Investment S-1 through S-3
               Purposes at December 31, 1996
        II   - Item 27d Schedule of Reportable Transactions for        S-4
               the Year Ended December 31, 1996

(b) Exhibits

    Consent of Independent Public Accountants                          E-1

    Signature                                                          E-2





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors of
Central Maine Power Company:

     We have audited the accompanying statements of net assets available for
benefits of the CENTRAL MAINE POWER COMPANY EMPLOYEE SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES as of December 31, 1996 and 1995, and the related statement
of changes in net assets available for benefits for the year ended December 31,
1996. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

     In our opinion, financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Central
Maine Power Company Employee Savings and Investment Plan for Union Employees as
of December 31, 1996 and 1995, and the changes in net assets available for
benefits for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.

     Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are presented
for purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial statements taken as a 
whole for the year ended December 31, 1996.



                                                     COOPERS & LYBRAND L.L.P.

Portland, Maine
June 27, 1997


                                        Central Maine Power Company
                                           Form 11-K - Year 1996

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees


                 Statements of Net Assets Available for Benefits



                                                         As of December 31,
                                                        1996           1995

Investments at Fair Value:
      Retirement Government Money Market Portfolio  $    728,398   $    424,292
      Fidelity Balanced Fund                           2,202,251      1,478,972
      Fidelity Magellan Fund                           6,531,521      4,710,856
      Equity Index Fund                                5,753,277      3,307,889
      Fixed Income Contract Portfolio                  3,342,300      5,800,197
      Fidelity Intermediate Bond Fund                     77,595         25,611
      Asset Manager Income Fund                          236,915         88,798
      Asset Manager Fund                                 565,483        114,690
      Asset Manager Growth Fund                          973,590        248,893
      Central Maine Power Company Stock Fund           4,914,792      5,932,170
      Loans Due from Participants                      1,137,419      1,122,924

         Total Investments                            26,463,541     23,255,292

Receivables:
      Dividends on Company Stock                          89,045         91,942
      Participants' Contributions                          -             62,648
      Employer's Contributions                             -             29,954
         Total Receivables                                89,045        184,544

Net Assets Available for Benefits
                                                     $26,552,586    $23,439,836

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


 

 
                           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, 1996

<TABLE>
                                      Retirement                                              Fixed Income    Fidelity
                                   Government Money   Fidelity      Fidelity        Equity      Contract    Intermediate
                                   Market Portfolio   Balanced    Magellan Fund   Index Fund    Portfolio    Bond Fund    Subtotal
Additions:
    Investment Income
       Net Appreciation
<S>                                     <C>                        <C>           <C>          <C>           <C>        <C>        
        on Fair Market Value            $            $   90,539    $ (253,050)   $  803,412   $    83,465   $ (3,796)  $   720,570
       Dividend on Company Stock             -             -             -             -             -          -             -
       Interest and Dividends              33,131        92,597       924,190       130,611       160,403      4,204     1,345,136
       Interest on Loans                    7,104         9,504        34,075        17,473         4,059        880        73,095
    Contributions
       Participants'                      129,254       255,170       667,178       435,557        68,641     27,022     1,582,822
       Employer's                             482         1,361         3,412         1,196           127      7,242
                                                                                                                               664
          Total Additions                 169,971       449,171     1,375,805     1,388,249       317,232     28,437     3,728,865
Deductions:
    Benefits Paid to Participants        (166,813)       (5,122)     (115,026)     (109,607)     (428,043)      (459)     (825,070)
    Loan Repayments                        39,756        59,617       221,292       101,841        21,501      7,898       451,905
    Loan Withdrawals                      (18,279)      (57,230)     (233,450)     (139,075)      (71,498)    (1,542)     (521,074)
    Other                                    -             -             -             -           (1,039)      -           (1,039)
       Net Increase Prior to Transfer      24,635       446,436     1,248,621     1,241,408      (161,847)    34,334     2,833,587

Interplan Transfers                           144           592       (17,603)       (1,458)      (24,594)      -          (42,919)
Interfund Transfers                       279,327       276,251       589,647     1,205,438    (2,271,456)    17,650        96,857
       Net Increase (Decrease)            304,106       723,279     1,820,665     2,445,388    (2,457,897)    51,984     2,887,525

Net Assets Available for Benefits:
      Beginning of Year                   424,292     1,478,972     4,710,856     3,307,889     5,800,197     25,611    15,747,817

      End of Year                       $ 728,398    $2,202,251    $6,531,521    $5,753,277   $ 3,342,300   $ 77,595   $18,635,342
</TABLE>

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

            Statement of Changes in Net Assets Available for Benefits
                      For the Year Ended December 31, 1996
<TABLE>

                                       Asset Manager                           Central Maine   Loans Due
                                          Income   Asset Manager Asset Manager Power Company     from
                                           Fund        Fund      Growth Fund    Stock Fund    Participants   Other        Total
Additions:
    Investment Income
       Net Appreciation
<S>                                     <C>          <C>         <C>          <C>           <C>                       <C>          
        on Fair Market Value            $      29    $  9,539    $  26,709    $  (910,973)  $     -     $      -      $   (154,126)
       Dividend on Company Stock             -           -            -           374,576         -          (2,897)       371,679
       Interest and Dividends              15,588      41,420       80,171           -            -            -         1,482,315
       Interest on Loans                    1,133       1,361        2,712          4,170         -            -            82,471
    Contributions
       Participants'                       26,774      47,484       99,758        117,633         -         (62,648)     1,811,823
       Employer's                             139         390        1,293        661,616         -         (29,954)       640,726
          Total Additions                  43,663     100,194      210,643        247,022         -         (95,499)     4,234,888
Deductions:
    Benefits Paid to Participants            -         (2,345)      (6,501)      (161,645)     (69,788)        -        (1,065,349)
    Loan Repayments                        12,071      11,281       17,351         27,057     (519,665)        -              -
    Loan Withdrawals                      (14,010)     (5,641)     (20,544)       (47,389)     608,658         -              -
    Other                                    -           -            -              -            -            -            (1,039)
       Net Increase Prior to Transfer      41,724     103,489      200,949        (65,045)      19,205      (95,499)     3,168,500

Interplan Transfers                          -           -            (803)        (7,318)      (4,710)        -           (55,750)
Interfund Transfers                       106,393     347,304      524,551     (1,075,105)        -            -              -
       Net Increase (Decrease)            148,117     450,793      724,697     (1,017,378)      14,495      (95,499)     3,112,750

Net Assets Available for Benefits:
      Beginning of Year                    88,798     114,690      248,893      5,932,170    1,122,924      184,544     23,439,836

      End of Year                       $ 236,915    $565,483    $ 973,590    $ 4,914,792  $ 1,137,419  $    89,045   $ 26,552,586
</TABLE>

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


                                        Central Maine Power Company

                                           Form 11-K - Year 1996

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees

                          Notes to Financial Statements
                                December 31, 1996

1.   Description of the Plan

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

     a. Eligibility of Participants

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

     b.   Elective Contributions by Participants

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

     c.   Matching Contributions by the Company

     The Company contributes to the Plan an amount equal to 60% of the first 5%
     of the salary reduction amount contributed on behalf of each participant.
     Effective June 1, 1997, the Company match will be as follows: 60% of the
     first 5% plus 50% of the next 2% for a total match of 4% on a 7% salary
     reduction amount. However, that the total contribution that the Company is
     obligated to make for any year does not exceed the maximum amount
     deductible from the Company's gross income under applicable provisions of
     the Internal Revenue Code. In 1996 and 1995 these provisions limited the
     annual employee contribution excluded from taxable income to the lesser of
     25% of total compensation or approximately $9,500 and $9,200, respectively.
     The Company's matching contribution may be made from time to time during
     each year and shall be paid in full as of the date the Company files its
     federal income tax return for that year.

     d.   Vesting

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

     e.   Investment Options

     All contributions made under the plan are commingled in a common/collective
     trust that also contains the assets of one other employee savings and
     investment plan of the Company and its affiliated companies. As of December
     31, 1996 the contributions were invested by the Trustee, Fidelity
     Management Trust Company, based upon participant election in one or more of
     ten Funds. Contributions to all Funds may be invested temporarily in
     short-term investments prior to purchase of 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.

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

     Fixed Income Contract Portfolio - A fixed-income fund comprised of
     investments yielding a fixed rate of return, as selected by the Trustee,
     issued mainly by insurance companies and banks. This fund was phased-out
     and no longer accepts contributions as of March, 1996.

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

     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.

     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.

     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..

     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.

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

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

     f.   Withdrawals and Distributions

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

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

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

     g.   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 14.28%. 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.

2.   Summary of Significant Accounting Policies

     a.   Basis of Accounting

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

     b.   Use of Estimates

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

     c.   Risks and Uncertainties

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

     d.   Investment Valuation and Income Recognition

     The Plan's investments are stated at fair value, except for its investment
     contract fund, which is valued at contract value (Note 3). 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.

     e.   Reclassification of Prior Year Balances

     Certain prior year balances have been reclassed to conform with current
     year presentation.

3.   Investment Contracts with Insurance Companies

     Executive Life

     At December 31, 1996 Fidelity held a fixed income contract with Executive
     Life Insurance Company (Executive Life) with a contract value of
     approximately $175,000. The Union Plan holds approximately $50,000 of the
     Executive Life contract.

     On April 11, 1991 the State of California insurance regulators placed
     Executive Life under conservatorship. The regulators stated Executive Life
     would continue to pay monthly annuities, but placed a moratorium on policy
     surrenders and loans. The Conservation Court of California approved the
     sale of Executive Life to an investor group - Altus Finance (Altus) and
     Mutuelle Assurance Artisanale de France (Mutuelle). Under this
     rehabilitation agreement, Altus agreed to pay $3.25 billion for the
     Executive Life high risk bonds while Mutuelle agreed to infuse $300 million
     in capital.

     Together, the agreement formed new company, Aurora National Life Assurance
     Company.

     This rehabilitation plan was appealed on several points to the California
     Court of Appeal and subsequently remanded to the Superior Court to be
     corrected. On August 13, 1993, the Los Angeles Superior Court approved a
     modified rehabilitation/liquidation plan for Executive Life. The modified
     plan became effective September 3, 1993. Under the terms of the modified
     rehabilitation plan, contract holders were given a choice to either opt-in
     or opt-out of a 5-year fixed income contract with Aurora National Life
     Assurance Company, the successor to Executive Life.

     Both options meant some loss of original investment to participants, and
     both were clouded by continuing litigation and complicated by a variety of
     "holdback" amounts. Under opt-in, participants would receive an initial
     restructured value of 77% with some potential to realize 86%. Under
     opt-out, participants would receive an initial restructured value of 56%
     (assuming favorable resolution of pending litigation) with some potential
     for eventually realizing a total of 84%. The Company retained Townshend &
     Schupp, an insurance research and consulting firm, to assist in analyzing
     the potential value of the options. After review of all the relevant facts
     and the advice of Townshend & Schupp the Company selected the opt-out
     approach.

     During 1993, the Plan recorded a reserve of $100,000 reflecting a reduction
     in the value of the Executive Life contract to the 84% level associated
     with their opt-out selection. The reserve was reduced to $83,465 in 1995
     which represented the balance. As discussed further below, the Company and
     other parties continue to pursue alternatives in order to protect and
     enhance the ultimate recovery levels of the Executive Life Contract.

     A number of uncertainties regarding the final settlement of Executive Life
     issues existed during 1994 and into the first quarter of 1995, including
     pending litigation and the impact of carrying out the remaining steps of
     the modified rehabilitation plan. Three subsequent legal challenges
     existed: one to the general modified rehabilitation plan, one to the
     transfer of Executive Life's high-yield bonds to its successor, and another
     to the priority system for dealing with Executive Life contract holders'
     claims. After the California Court of Appeals issued a decision in February
     1995 asserting the priority status of Executive Life contracts held in
     pension Guaranteed Insurance Contracts and the period for further appeals
     expired in August 1995, settlement agreements were signed by claimants in
     late August. The stipulation provided for release of the holdback funds in
     the fall of 1995 to contract holders who "opted out," with subsequent
     distributions from the remainder of the trust as assets are liquidated.

     On October 26, 1995 the Plan received a distribution of $1.9 million or
     87.5% of the original frozen asset. On May 27, 1996 the Plan received a
     second distribution of $110 thousand or 4.8% bringing the total received to
     date of 92.3%. A third distribution of 6.9% was received on May 8, 1997
     bringing the total recovery to 99.2% of the original contract. Further
     distributions are expected as conditions for liquidating assets improve.
     Full recovery of the original investment is expected. As a result, the 
     Plan has reduced the reserve to zero for the remaining outstanding value
     of the contract.

     On November 1, 1995, Fidelity Management Trust Company was named successor
     trustee for the Executive Life contract formerly held in trust by State
     Street Bank. As successor trustee, Fidelity assumed responsibility for the
     October 1995 distribution, as well as all future distributions, to
     individual participant accounts. The March 1995 agreement between State
     Street Bank and the Company remains unchanged. As previously reported, the
     Company and its affiliates filed suit against State Street Bank in June
     1994, seeking damages for losses arising out of the Bank's purchase and
     management of the Executive Life contract. The parties agreed to dismiss
     the suit under an agreement whose terms remain confidential. It is expected
     that along with resolution of the rehabilitation proceedings, this
     settlement will result in greater than 100% recovery of the original
     Executive Life contract.

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

     Confederation Life

     At December 31, 1995, Fidelity held a fixed income contract with
     Confederation Life Insurance Company (Confederation Life) with a contract
     value of approximately $3.2 million. The Union Plan holds approximately $1
     million of the Confederation Life contract.

     On August 11, 1994, Canada's Office of the Superintendent of Financial
     Institutions took over the Confederation Life Insurance Company. On August
     12, 1994, the State of Michigan (Confederation Life's port of entry) filed
     suit to seize the Confederation Life's assets.

     In response to these regulatory actions, the Association of Confederation
     Life contractors (ACLIC) was formed. The ACLIC membership includes persons
     that hold or have an interest in Guaranteed Investment Contracts issued by
     Confederation Life. Fidelity is actively participating in the ACLIC to
     represent and protect the interests of the Company.

     In November 1995, Confederation Life in Rehabilitation offered contract
     holders the option of receiving .75% of frozen values each year, pending
     outcome of the rehabilitation plan. The Plan received a 1.5% payout in
     March 1996, .75% each for 1994 and 1995. Payments were distributed to
     participants' accounts according to their current investment elections.

     In April 1996, ACLIC's analysis of the draft plan of rehabilitation
     indicated recoveries would be in the range of 101-112% for US policy
     holders. A final plan of rehabilitation was filed in Michigan courts in
     August 1996 and hearings scheduled beginning October 1996. The Plan became
     final and unappealable on November 13, 1996. It provides five different
     payment options for GIC holders:

           A.    Simple liquidation
           B.    Liquidation with loan enhancement
           C.    Cash out
           D.    Liquidation with extra loan enhancement for contracts with at
                 least 10% guaranty coverage
           E.    Separate account GIC

     Option D is not applicable since Massachusetts, where the trustee is
     domiciled, is not a guaranty state and Option E was deemed inappropriate
     due to CMP's decision to close the Fixed Income Fund.

     The Company has notified Fidelity, and Fidelity has acknowledged, its
     fiduciary obligations regarding its purchase of the Confederation Life
     contract. In addition, the Company, as of the close of business on August
     16, 1994, segregated approximately $3 million of the Plan's Fixed Income
     Fund for the common/collective trust and placed hold on all transactions
     with regard to that amount. This action was taken to ensure that all Plan
     participants invested in the Fixed Income Fund at the time of seizure by
     Canadian and Michigan authorities are treated equally.

     In March 1997 CMP selected the immediate cash-out (option C) based on
     Fidelity's financial analysis of expected returns.  The immediate return
     of more than 100% of principal outweighed the uncertainty of only
     marginally higher returns over the next four years.

     On April 25, 1997 and May 31, 1997 the Plan received the final two
     payments constituting 105% of the original contract. Together with the
     1.5% interim distribution in March 1996, the total recovery is 106.5%.
     This is a full and final recovery of the contract. 
 
4.   Related Party Transactions

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

5.   Investments

     The following investments represent 5% or more of the total net assets
     available for plan benefits at December 31, 1996:

                               Description             Amount

     Fidelity Balanced Fund*                        $2,202,251
     Fidelity Magellan Fund*                         6,531,521
     Equity Fund*                                    5,753,277
     Fixed Income Contract Portfolio                 3,342,300
     Central Maine Power Company Stock Fund*         4,914,792

     *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.

7.   Federal Income Taxes

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

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



                                        Central Maine Power Company

                                           Form 11-K - Year 1996
                                                Schedule I
                                                Page 3 of 3

                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees

           Item 27a - Schedule of Assets Held for Investment Purposes
                              At December 31, 1996
<TABLE>
                                                                                                   Market/
                             Name of Issuer                                                       Contract
     Fund                  and Title of Issue                 Units (A)            Cost             Value 

<S>                                                           <C>                <C>               <C>        
Retirement Government Money Market Fund                       3,480,379          $ 3,480,079       $ 3,480,379
Fidelity Balanced Fund*                                         444,981            5,844,034         6,265,328
Fidelity Magellan Fund*                                         227,277           17,369,975        18,329,931
Equity Fund*                                                    681,152           13,476,214        18,357,048
Asset Manager Income Fund*                                       92,938            1,067,305         1,079,015
Asset Manager Fund*                                             122,564            1,930,411         2,018,627
Asset Manager Growth Fund*                                      197,016            3,054,191         3,221,206
Fidelity Intermediate Bond Fund*                                 40,976              415,341           413,037
Fixed Income
         Sun Life Insurance of America (1994 Contracts)
           Contract rate 7.50%
           Maturity date 12/31/98                               732,854              732,854           732,854
         First Allmerica (1992 Contracts)
           Contract rate 5.80%
           Maturity date 06/30/97                               589,804              589,804           589,804
         Lincoln National (1992 Contracts)
           Contract rate 5.94%
           Maturity date 08/01/97                             1,023,608            1,023,608         1,023,608
         Life of Virginia (1993 Contracts)
           Contract rate 6.50%
           Maturity date 06/30/97                             1,404,819            1,404,819         1,404,819
         Peoples Security Life (1993 Contracts)
           Contract rate 5.41%
           Maturity date 06/30/97                               261,882              261,882           261,882
         Confederation Life Insurance Company (1993
         Contracts)                                           3,202,530            3,202,530         3,202,530
         (See Note 3 to Financial Statements)
</TABLE>

*Parties in interest to the plan.




           Item 27a - Schedule of Assets Held for Investment Purposes
                              At December 31, 1996
<TABLE>


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

Fixed Income (continued)
         Executive Life Insurance Company (1989 Contact)
         (See Note 3 to Financial Statements)
<S>                                                             <C>               <C>                <C>      
                                                                193,349           193,349            193,349
         Fidelity-Short-term Investment Fund (at par
         value)*
           Contract rate 5.34%                                3,568,754         3,568,754          3,568,754
           Total Fixed Income Fund                                             10,977,600         10,977,600

                                       Central Maine Power Company Stock

         Central Maine Power Company Stock*
           Shares                                             1,057,981       $13,860,059        $12,299,029
         Fidelity U.S. Government Reserve Pool (at par
         value)*                                                365,404           365,404            365,404
           Total CMP Stock Fund                                                14,225,463         12,664,433

           Total Investments All Funds
           Participant Loans, (interest rates
            range from 7.25% to 14.28%,
            Maturity dates are generally 
            within 5 years)                                                     2,716,490          2,716,490
           Grand Total                                                         74,557,103         79,523,094
</TABLE>

*Parties in interest to the plan.


                        Notes to Schedule I - Investments

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

     The investments of the Central Maine Power Company Employee Savings and
Investment Plan for Union Employees are commingled in a common/collective 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  $    728,398       $    728,398
Fidelity Balanced Fund*                          2,059,297          2,202,251
Fidelity Magellan Fund*                          6,207,765          6,531,521
Equity Fund*                                     4,271,466          5,753,277
Fixed Income Contract Portfolio                  3,342,300          3,342,300
Fidelity Intermediate Bond Fund*                    77,919             77,595
Asset Manager Income Fund*                         234,089            236,915
Asset Manager Fund*                                550,197            565,483
Asset Manager Growth Fund*                         930,939            973,590
Central Maine Power Company Stock*               5,520,593          4,914,792


*Parties in interest to the plan.




                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees

                  Items 27d Schedule of Reportable Transactions
                      For the Year Ended December 31, 1996
<TABLE>

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

<S>                                        <C>   <C>                  <C>  <C>          <C>             <C>        
Fidelity Magellan Fund*                    176   $3,451,845           90   $1,360,526   $1,306,551    $   53,975

Equity Fund*                               166    2,355,408           60      711,974      616,069        95,905

Retirement Government Money
Market Portfolio                           115    1,217,708           67      913,746      913,746             0

Fixed Income Contract Portfolio
(Schedule I)                                79    2,918,603          276    4,834,078    4,834,078             0

Central Maine Power Company
Stock Fund:

     CMP Common
     Stock*                                170    1,394,824          153    1,018,781    1,112,462       (93,681)

     Fidelity U.S. 
     Government Reserve
     Pool*                                 170    1,032,359          153    1,293,504    1,293,504             0
</TABLE>
*Parties in interest to the plan 


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


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


                                                      COOPERS & LYBRAND L.L.P.


Portland, Maine
June 30, 1997



                           Central Maine Power Company

                              Form 11-K - Year 1996


                           Central Maine Power Company
                      Employee Savings and Investment Plan

                               For Union Employees

                                   SIGNATURE

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

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



Date: June 30, 1997                D. E. Marsh, Chief Financial Officer, 
                                   Member, Employee Savings and
                                   Investment Plan Committee, 
                                   Central Maine Power Company