SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C.  20549


                                     FORM 10-Q
                   Quarterly Report Under Section 13 or 15(d) of
                        The Securities Exchange Act of 1934


 For Quarter Ended      September 30, 1999         Commission File No.  1-3429


                           Maine Public Service Company
              (Exact name of registrant as specified in its charter)


                Maine                                  01-0113635
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification No.)



 209 State Street, Presque Isle, Maine                    04769
 (Address of principal executive offices)               (Zip Code)


 Registrant's telephone number, including area code       207-768-5811



 Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
 1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.     Yes  X .  No    .


 (APPLICABLE ONLY TO CORPORATE ISSUERS:)

     Indicate the number of shares outstanding of each of the issuer's classes
 of common stock, as of the close of the period covered by this report.

                  Common Stock, $7.00 par value - 1,617,250 shares





                                                                 Form 10-Q
                    PART 1.  FINANCIAL INFORMATION

Item 1.   Financial Statements

          See the following exhibits - Maine Public Service Company and
          Subsidiaries Condensed Consolidated Financial Statements,
          including a statement of consolidated operations for the
          quarter and nine months ended September 30, 1999, and for the
          corresponding period of the preceding year; a consolidated
          balance sheet as of September 30, 1999, and as of December 31,
          1998, the end of the Company's preceding fiscal year; and a
          statement of consolidated cash flows for the period January 1
          (beginning of the fiscal year) through September 30, 1999, and
          for the corresponding period of the preceding year.

          In the opinion of management, the accompanying unaudited
          condensed consolidated financial statements present fairly the
          financial position of the Companies at September 30, 1999 and
          December 31, 1998, and the results of their operations for the
          three and nine months ended September 30, 1999 and their cash
          flows for the nine months ended September 30, 1999, and for
          the corresponding period of the preceding year.






























                                      -2-

MAINE PUBLIC SERVICE COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
(Unaudited)
(Dollars in Thousands Except Per Share Amounts)

                                       Three Months Ended    Nine Months Ended
                                          September 30,        September 30,
                                        1999        1998     1999       1998

Operating Revenues                      $15,391   $12,832   $49,283   $41,672
Operating Expenses
   Purchased Power                       10,856     7,444    29,258    22,558
   Other Operation and Maintenance        2,894     3,206     9,745    10,226
   Depreciation                             546       659     1,777     1,976
   Amortization                             359       402     1,120     1,205
   Taxes Other Than Income                  329       368     1,179     1,182
   Provision (Benefit) for Income Taxes    (116)      (20)    1,558     1,003
        Total Operating Expenses         14,868    12,059    44,637    38,150
Operating Income                            523       773     4,646     3,522
Other Income (Deductions)
   Equity in Income of Associated Companies  65       132       430       385
   Allowance for Equity Funds Used During
      Construction                           14        10        36        25
   Provision for Income Taxes               (39)       (4)     (186)      (47)
   MY Replacement Power Carrying Charges     62        61       197       185
   Other - Net                              270       (31)      200       (43)
Total                                       372       168       677       505
Income Before Interest Charges              895       941     5,323     4,027
Interest Charges
   Long-Term Debt and Notes Payable       1,214     1,098     3,185     3,064
   Less Allowance for Borrowed Funds
      Used During Construction               (9)       (6)      (23)      (14)
Total                                     1,205     1,092     3,162     3,050
Net Income (Loss) Available for
     Common Stock                         ($310)    ($151)   $2,161      $977

Average Shares Outstanding (000's)        1,617     1,617     1,617     1,617
Basic Earnings Per Share of Common Stock ($0.19)   ($0.09)    $1.34     $0.60
Dividends Declared per Common Share       $0.30     $0.25     $0.80     $0.75


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










                                   -3-

MAINE PUBLIC SERVICE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
                                            Sept. 30, 1999  December 31,
                   ASSETS                    (Unaudited)        1998
Utility Plant
   Electric Plant in Service                     $71,251      $101,211
   Less Accumulated Depreciation                  34,183        51,585
      Net Electric Plant in Service               37,068        49,626
   Construction Work-in-Progress                   3,680         1,014
        Total                                     40,748        50,640
Investment in Associated Companies
   Maine Yankee Atomic Power Company               3,824         3,979
   Maine Electric Power Company, Inc.                477           241
        Total                                      4,301         4,220
        Net Utility Plant and Investments         45,049        54,860
Current Assets
   Cash and Cash Equivalents                      23,671         1,454
   Deposits for Interest and Dividends               561           477
   Deposits with Trustee-Asset Sale                8,024             0
   Accounts Receivable - Net                       6,378         5,856
   Unbilled Base Revenue                           1,224         1,892
   Deferred Fuel and Purchased Energy              1,437           687
   Current Deferred Income Taxes                       0            31
   Inventory                                         649         1,037
   Prepayments                                     1,449           521
      Total                                       43,393        11,955
Other Assets
   Restricted Investment                           2,393         2,817
   Uncollected Maine Yankee Decommissioning Costs 32,949        36,037
   Recoverable Seabrook Costs                     23,807        24,875
   Regulatory Asset - SFAS 109 & 106              11,062        11,886
   Deferred Fuel and Purchased Energy              9,597         9,618
   Regulatory Asset-Power Purchase Agmt Restruct.  8,706         8,706
   Other                                           3,305         3,541
      Total                                       91,819        97,480
Total Assets                                    $180,261      $164,295
       CAPITALIZATION AND LIABILITIES
Capitalization
   Common Shareholders' Equity
      Common Stock                               $13,071       $13,071
      Paid-in Capital                                 38            38
      Retained Earnings                           28,406        27,539
      Treasury Stock, at cost                     (5,714)       (5,714)
         Total                                    35,801        34,934
      Long-Term Debt (less current maturities)    44,640        45,915
Current Liabilities
   Long-Term Debt Due Within One Year              1,275         1,275
   Notes Payable                                   5,500         8,100
   Accounts Payable                                5,488         4,671
   Current Deferred Income Taxes                     375             0
   Dividends Declared                                485           404
   Customer Deposits                                  17            24
   Interest and Taxes Accrued                      8,762         1,029
      Total                                       21,902        15,503
Deferred Credits
   Uncollected Maine Yankee Decommissioning Costs 32,949        36,037
   Deferred Income Tax                            21,833        25,812
   Investment Tax Credits                            297           578
   Deferred Revenues                                   0         1,170
   Deferred Gain & Related Accts-Gen. Asset Sale  17,792             0
   Miscellaneous                                   5,047         4,346
      Total                                       77,918        67,943
Total Capitalization and Liabilities            $180,261      $164,295
   The accompanying notes are an integral part of these financial statements.


                                        -4-


MAINE PUBLIC SERVICE COMPANY AND SUBSIDIARIES
Statements of Consolidated Cash Flows
(Unaudited)
(Dollars in Thousands)
                                                      Nine Months Ended
                                                      September 30,
                                                        1999           1998
Cash Flow From Operating Activities
   Net Income                                          $2,161           $977

Adjustments to Reconcile Net Income to Net Cash
   Provided (Used) by Operations
   Depreciation                                         1,777          1,976
   Amortization                                         1,030          1,233
   Income on Tax Exempt Bonds-Restricted Funds            (13)           (78)
   Deferred Income Taxes - Net                          1,426            863
   AFUDC                                                  (58)           (39)
   Accrued Interest on Gen. Asset Sale Deferred Gain      315              0
   Change in Deferred Fuel & Purchased Energy            (378)        (1,984)
   Change in Deferred Regulatory & Debt Issuance Costs    372            410
   Change in Deferred Reg. Asset-Power Purchase Restruct.   0         (8,706)
   Change in Deferred Revenues                         (1,170)           200
   Change in Benefit Obligation                           476            640
   Change in Current Assets and Liabilities            (1,011)           673
   Other                                               (1,038)          (592)
Net Cash Flow Provided (Used) By Operating Activities   3,889         (4,427)

Cash Flow From Financing Activities
   Dividend Payments                                   (1,294)        (1,617)
   FAME Financing Costs                                    (5)          (534)
   Deposit - FAME Capital Reserve Fund                      0         (2,378)
   Deposit with Trustee - Asset Sale Proceeds          (7,938)             0
   Issuance of Long Term Debt                               0         11,540
   Drawdown of Tax Exempt Bonds Proceeds                  428          1,038
   Retirements on Long-Term Debt                       (1,275)        (4,155)
   Short-Term Borrowings (Repayments), Net             (2,600)         2,800
Net Cash Flow Provided (Used) In Financing Activities (12,684)         6,694

Cash Flow From Investing Activities
   Proceeds from Sale of Generating Assets             37,547              0
   Tax Payments Related to Sale of Generating Assets   (3,542)             0
   Investment in Electric Plant                        (2,993)        (2,673)
   Net Cash Provided (Used) For Investment Activities  31,012         (2,673)

Increase (Decrease) in Cash and Cash Equivalents       22,217           (406)
Cash and Cash Equivalents at Beginning of Year          1,454          2,071
Cash and Cash Equivalents at End of Period            $23,671         $1,665

Change in Current Assets and Liabilities Providing (Utilizing)
   Cash From Operating Activities
      Accounts Receivable                               ($572)        $1,582
      Unbilled Revenue                                    668            321
      Deferred Maine Yankee Replacement Power Costs      (750)            26
      Inventory                                           (40)            20
      Prepayments                                        (824)         1,364
      Accounts Payable & Accrued Expenses                 514         (2,624)
      Other Current Liabilities                            (7)           (16)
   Total Change                                       ($1,011)          $673

Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Period For:
   Interest                                            $3,659         $3,331
   Income Taxes                                        $4,553        ($1,387)

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


























                                  -5-
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The accompanying unaudited consolidated financial statements include the
    accounts of the Company, its wholly-owned Canadian subsidiary, Maine
    and New Brunswick Electrical Power Company, Limited and its unregulated
    marketing subsidiary, Energy Atlantic, LLC (EA).

    The Company is subject to the regulatory authority of the Maine Public
    Utilities Commission (MPUC) and, with respect to wholesale rates, the
    Federal Energy Regulatory Commission (FERC).

    The accompanying unaudited consolidated financial statements should be
    read in conjunction with the 1998 Annual Report, an integral part of
    Form 10-K.  Certain financial statement disclosures have been condensed
    or omitted but are an integral part of the 1998 Form 10-K.  These
    statements reflect all adjustments that are, in the opinion of
    management, necessary to a fair statement of results for interim periods
    presented.  All such adjustments are of a normal recurring nature.  The
    Company's significant accounting policies are described in the Notes to
    Consolidated Financial Statements of the Company's Annual Report filed
    with the Form 10-K.  For interim reporting purposes, these same
    accounting policies are followed.

    For purposes of the statements of consolidated cash flows,the Company
    considers all highly liquid securities with a maturity, when purchased,
    of three months or less to be cash equivalents.

    Certain reclassification have been made to the 1998 financial
    statement amounts in order to conform to the 1999 presentation.

2.  ENERGY ATLANTIC

    In January, 1999, Energy Atlantic, the Company's wholly-owned
    unregulated marketing subsidiary, formally began operations.  This
    marketing subsidiary is currently involved in wholesale energy transactions
    and intends to enter the retail market in March 1, 2000, the
    commencement of retail competition in the State of Maine.

    During the quarter ended March 31, 1999, the Company adopted Statement
    of Financial Accounting Standards (FAS) No. 131, "Disclosure about
    Segments of an Enterprise and Related Information", which became
    applicable as a result of the start-up of Energy Atlantic.  Segment
    reporting has been presented below for the current period only since
    historically there had not been separate reportable segments.  The
    accounting policies of the segments are the same as those described in
    Note 1, "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES".  The Company
    provides certain administrative support services to Energy Atlantic,
    which are billed to that entity at cost based on a combination of direct
    charges and allocations.  The Company is organized on the basis of
    products and services.  The Company's reportable segments include the
    electric utility portion of the business, consisting of Maine Public
                                    -6-
    Service Company and Maine and New Brunswick Electrical Power Company,
    Limited (MPS), and the energy marketing portion of the business, consisting
    of Energy Atlantic (EA).

                       Three Months Ended 9/30/99    Nine Months Ended 9/30/99
                                           (Dollars in Thousands)

                                             Total                       Total
                             EA      MPS    Company        EA     MPS   Company

Operating Revenues        $ 2,023  $ 13,368 $ 15,391    $ 6,347 $42,936 $49,283
Operations & Maintenance
Expense                     2,252    12,732   14,984      6,591  36,488  43,079
Taxes                         (92)      (24)    (116)       (99)  1,657   1,558
Total Operating Expenses    2,160    12,708   14,868      6,492  38,145  44,637
Operating Income (Loss)      (137)      659      523       (145)  4,791   4,646
Other Income & Deductions       1       371      372          3     674     677
Income (Loss) Before
Interest Charges             (136)    1,031      895       (142)  5,465   5,323
Interest Charges                6     1,199    1,205         12   3,150   3,162
Net Income (Loss)         $  (142) $   (168)$   (310)   $  (154)$ 2,315 $ 2,161
Total Assets as of
September 30, 1999        $ 1,801  $178,460 $180,261


3.  IMPLEMENTATION OF MULTI-YEAR RATE PLAN

    A four-year rate plan, approved by the MPUC on November 13, 1995,
    provided retail rate increases of 4.4% on January 1, 1996, 2.9% on
    February  1, 1997, and 3.9% on February 1, 1998.  On April 6, 1999,
    the MPUC approved a Stipulation between the Office of the Public
    Advocate (OPA) and the Company.  Under this stipulation and with
    the April 5, 1999 MPUC approval of the sale of the Company's generating
    assets, customer rates did not increase on April 1, 1999.

    Principal provisions of the Stipulation are as follows:
       a)  The Company is entitled to a 3.66% specified rate increase as
           of April 1, 1999.  Rather than increasing customer rates, the
           Company will recognize the revenues related to this rate increase,
           and recognize a corresponding deferred asset, approximately $811,000
           through September 30, 1999.  The parties to the Stipulation agreed
           to recommend that the deferred gain from the asset sale be reduced
           in an amount corresponding to the specified rate increase which will
           be addressed by the MPUC's determination of allowed stranded cost
           recovery.
       b)  The Company agreed to begin amortizing on April 1, 1999, an
           additional $150,000 per month of Maine Yankee replacement power
           costs or a total of $1,650,000 for the remaining eleven months of
           the rate plan.




                                      -7-

    With higher winter rates for our commercial and industrial customers
    and the elimination of the fuel clause, revenues will be higher
    during the winter months than during the summer months when rates
    charged to those customers are approximately 25% lower.

4.  INCOME TAXES

    A summary of Federal and State income taxes charged to income is
    presented below.  For accounting and ratemaking purposes, income tax
    provisions included in "Operating Expenses"  reflect taxes applicable to
    revenues and expenses allowable for ratemaking purposes.  The tax effect
    of items not included in rate base is allocated as "Other Income
    (Deductions)".

                                             (Dollars In Thousands)
                                  Three Months Ended    Nine Months Ended
                                   September 30,          September 30,
                                      1999        1998       1999     1998
    Current income taxes          $   (680)    $  (337)   $ 4,066  $   187
    Deferred income tax                612         339     (2,282)     916
    Investment credits                  (9)        (18)       (40)     (53)
    Total income taxes            $    (77)    $   (16)   $ 1,744  $ 1,050

    Allocated to:
    Operating Income              $   (116)    $   (20)   $ 1,558  $ 1,003
    Other income                        39           4        186       47
      Total                       $    (77)    $   (16)   $ 1,744  $ 1,050


    For the nine months ended September 30, 1999 and 1998, the effective
    income tax rates were 44.7% and 51.8%, respectively.  The
    principal reason for the effective tax rates differing from the US
    federal income tax rate are the contribution to net income of the
    Company's Canadian subsidiary, flow through items required by
    regulation and state income taxes. Current income taxes recorded on the
    Company's deferred gain from the generating asset sale are offset by
    corresponding deferred income taxes.  Income taxes on the gain on the sale
    of the generating assets of the Canadian subsidiary will be due and expensed
    when the subsidiary is liquidated and the deferred gain is recognized as
    income.













                                      -8-

    The following summarizes accumulated deferred income taxes
    established on temporary differences under SFAS 109 as of September
    30, 1999 and December 31, 1998.

                                              (Dollars in Thousands)
                                            September 30,  December 31,
                                                  1999          1998

    Seabrook                                   $13,528       $13,706
    Property                                     6,225         8,532
    Regulatory expenses                          2,380         2,002
    Deferred fuel                                1,585         2,056
    Pension and postretirement
       benefits                                   (962)         (952)
    Generating asset sale                       (2,558)           -
    W-S up-front payment                         1,792            -
    Other                                       (  157)          468
    Net accumulated deferred income taxes      $21,833       $25,812

5.  MAINE YANKEE

    The Company owns 5% of the Common Stock of Maine Yankee, which
    operated an 860 MW nuclear power plant (the "Plant") in Wiscasset,
    Maine.  On August 6, 1997, the Board of Directors of Maine Yankee
    voted to permanently cease power operations and to begin
    decommissioning the Plant.  The Plant experienced a number of
    operational and regulatory problems and did not operate after
    December 6, 1996. The decision to close the Plant permanently was
    based on an economic analysis of the costs, risks and uncertainties
    associated with operating the Plant compared to those associated
    with closing and decommissioning it. The Plant's operating license
    from the Nuclear Regulatory Commission (NRC) was due to expire on
    October 21, 2008.

    The Maine Public Utilities Commission (MPUC) stayed an investigation
    of the prudency of the shutdown decision and the operation of Maine
    Yankee prior to the shutdown decision, pending the outcome of Maine
    Yankee's rate case before the Federal Energy Regulatory Commission
    (FERC).














                                      -9-
    After the filing of the FERC rate request, Maine Yankee and the
    active intervenors, including among others the MPUC Staff, the Maine Office
    of the Public Advocate (OPA), the Company and other owners, the Secondary
    Purchasers, and a Maine environmental group (the "Settling Parties"),
    engaged in extensive discovery and negotiations which resulted in a
    settlement agreement filed by those parties with the FERC on January 19,
    1999.  A separate negotiated settlement filed with the FERC on February 5,
    1999, resolved the issues raised by the Secondary Purchasers by limiting
    the amounts they will pay for decommissioning the Plant and by settling
    other points of contention affecting individual Secondary Purchasers.  Both
    settlements were found to be in the public interest and approved by the
    FERC on June 1, 1999.  The settlement constitutes a full settlement of all
    issues raised in the consolidated FERC proceeding including
    decommissioning-cost issues and issues pertaining to the prudence of the
    management, operation, and decision to permanently cease operation of the
    Plant.

    The primary settlement provides for Maine Yankee to collect $33.1 million
    in the aggregate annually, effective August 1, 1999, including both
    decommissioning costs and ISFSI-related costs.  The original filing with
    FERC on November 6, 1997, called for an aggregate annual collection rate of
    $36.4 million for decommissioning and the ISFSI, based on a 1997 estimate.
    Under the approved settlement the amount collected annually is to be
    reduced to approximately $25.6 million as a result of legislation allowing
    Maine Yankee to (1) use for construction the ISFSI funds held in trust
    under Maine law for spent-fuel disposal, and (2) access approximately $6.8
    million held by the State of Maine for eventual payment to the State of
    Texas pursuant to a compact for low-level nuclear waste disposal, the
    future of which is now in question after rejection of the selected disposal
    site in west Texas by a Texas regulatory agency. Spent fuel trust funds for
    ISFSI costs can be replenished through billings to the sponsors once
    conditions specified in the settlement are met.  Any future assessments
    related to the Texas compact would be recoverable, over time, under the
    settlement.

    The settlement also provides for recovery of all unamortized investment
    (including fuel) in the Plant, together with a return on equity of 6.50
    percent, effective January 15, 1998, on equity balances up to maximum
    allowed equity amounts, which resulted in a pro-rata refund of $9.3 million
    (including tax impacts) to the sponsors on July 15, 1999.  The Settling
    Parties also agreed in the settlement not to  contest the effectiveness of
    the Amendatory Agreements submitted to FERC as part of the original filing,
    subject to certain limitations including the right to challenge any
    accelerated recovery of unamortized investment under the terms of the
    Amendatory Agreements after a required informational filing with the FERC
    by Maine Yankee.  As a separate part of the settlement, the Company,
    Central Maine Power Company, and Bangor Hydro-Electric Company (the other
    two Maine owners of Maine Yankee), the MPUC Staff, and the OPA entered into
    a further agreement resolving retail rate issues and other issues specific
    to the Maine parties, including those that had been raised concerning the
    prudence of the operation and shutdown of the Plant (the "Maine
    Agreement").

                                     -10-
    Under the Maine Agreement, the Company would continue to recover its Maine
    Yankee costs in accordance with its most recent Rate Stabilization Plan
    ("RSP") order from the MPUC without any adjustment reflecting the outcome
    of the FERC proceeding.  To the extent that the Company has collected from
    its retail customers a return on equity in excess of the 6.50 percent
    contemplated by the settlement, no refunds would be required, but such
    excess amounts would be credited to the customers to the extent required by
    the RSP.

    Finally, a major provision of the Maine Agreement requires the Maine
    owners, for the period from March 1, 2000 through December 1, 2004, to hold
    their Maine  retail ratepayers harmless from the amounts by which the
    replacement power costs for Maine Yankee exceed the replacement power costs
    assumed in the report to the Maine Yankee Board of Directors that served as
    a basis for the Plant shutdown decision, up to a maximum cumulative amount
    of $41 million.  The Company's share of that maximum amount would be $4.1
    million for the period.  The Maine Agreement, which was approved by the
    MPUC on December 22, 1998, also sets forth the methodology for calculating
    such replacement power costs.

    With the closing of Maine Yankee, a provision of the Company's rate plan
    allowing the deferral of 50% of the Maine Yankee replacement power costs
    went into effect on June 6, 1997.  Beginning in May, 1998, Maine Yankee
    replacement power costs have been offset by net savings from the
    restructured Purchase Power Agreement with Wheelabrator-Sherman, in
    accordance with the rate plan stipulation.  Beginning in April, 1999 the
    Company began amortizing an additional $150,000 per month as part of the
    stipulation described in Note 3, "IMPLEMENTATION OF MULTI-YEAR RATE PLAN",
    of this Form 10-Q.  This treatment resulted in a $199,000 net decrease of
    the deferral during the third quarter of 1999.  As of September 30, 1999,
    the Company has a deferred Maine Yankee replacement power cost balance of
    approximately $3.2 million, subject to recovery in accordance with the rate
    plan.

    On September 1, 1997, Maine Yankee estimated the sum of the future payments
    for the closing, decommissioning and recovery of the remaining investment
    in Maine Yankee to be approximately $930 million, of which the Company's 5%
    share would be approximately $46.5 million.  In December, 1998 and again in
    June, 1999,  Maine Yankee updated its estimate of decommissioning costs
    based on the Settlement, as discussed above.  Legislation enacted in Maine
    in 1997 calls for restructuring the electric utility industry and provides
    for recovery of decommissioning costs, to the extent allowed by federal
    regulation,  through the rates charged by the transmission and distribution
    companies.









                                     -11-

    Based on the Maine legislation and regulatory precedent established by the
    FERC in its opinion relating to the decommissioning of the Yankee Atomic
    nuclear plant, the Company believes that it is entitled to recover
    substantially all of its share of such costs from its customers and, as of
    September 30, 1999, is carrying on its consolidated balance sheet a
    regulatory asset and a corresponding liability in the amount of $32.9
    million, which is the September, 1997 cost estimate of $46.5 million
    discussed above reduced by the Company's post-September 1, 1997 cost-of-
    service payments to Maine Yankee and reflects the June, 1999 cost
    adjustments agreed to in the Settlement.

6.  RESTRUCTURING OF MAINE'S ELECTRIC UTILITY INDUSTRY

    On May 29, 1997, legislation titled "An Act to Restructure the State's
    Electric Industry" was signed into law by the Governor of Maine.  The
    principal provisions with accounting impact on the Company are as follows:

        1)  Beginning on March 1, 2000, all consumers of electricity
            have the right to purchase generation services directly from
            competitive electricity suppliers who will not be subject to
            rate regulation.

        2)  By March 1, 2000, the Company, Central Maine Power Company
            (CMP) and Bangor Hydro-Electric Company (BHE) must divest of
            all generation related assets and business functions except
            for:
                  a)    contracts with qualifying facilities, such as the
                        Company's power contract with Wheelabrator-Sherman
                        (W-S) and conservation providers;

                  b)    nuclear assets, namely, the Company's investment in the
                        Maine Yankee Atomic Power Company;

                  c)    facilities located outside the United States, i.e., the
                        Company's hydro facility in New Brunswick, Canada; and

                  d)    assets that the MPUC determines necessary for the
                        operation of the transmission and distribution
                        services.

            The MPUC can grant an extension of the divestiture deadline if the
            extension will improve the selling price.  For assets not divested,
            the utilities are required to sell the rights to the energy and
            capacity from these assets.

        3)  The Company, through a regulated affiliate, will continue to
            provide transmission and distribution services which will be
            subject to continued rate regulation by the MPUC.

        4)  Maine electric utilities will be permitted a reasonable opportunity
            to recover legitimate, verifiable and unmitigable costs that are
            otherwise unrecoverable as a result of retail competition in the
            electric utility industry (so-called "Stranded Costs").
                                     -12-
            The MPUC shall determine these stranded costs by
            considering:

               a) the utility's regulatory assets related to generation, i.e.,
                  the Company's unrecovered Seabrook investment;

               b) the difference between net plant investment in generation
                  assets compared to the market value for those assets; and

               c) the difference between future contract payments and the
                  market value of the purchased power contracts, i.e., the W-S
                  contract.

            By the end of 1999, the MPUC will have estimated the stranded costs
            for the Company and the manner for the collection of these costs by
            the transmission and distribution company.  Customers reducing or

            eliminating their consumption of electricity by switching to self-
            generation, conversion to alternative fuels or utilizing
            demand-side management measures cannot be assessed exit or entry
            fees.

        5)  The MPUC shall include in the rates charged by the transmission and
            distribution utility decommissioning expenses for Maine Yankee.  In
            2003 and every three years thereafter until the stranded costs are
            recovered, the MPUC shall review and adjust the stranded cost
            recovery amounts and related transition charges. However, the MPUC
            may adjust the amounts at any point in time that they deem
            appropriate.  Since the legislation provides for our recovery of
            stranded costs by the transmission and distribution company, the
            Company will continue to recognize existing regulatory assets and
            plant costs as provided by Emerging Issues Task Force 97-4
            "Deregulation of the Pricing of Electricity".

        6)  Employees, other than officers, displaced as a result of retail
            competition will be entitled to certain severance benefits and
            retraining programs.  These costs will be recovered through charges
            collected by the regulated transmission and distribution company.

    The MPUC will conduct several rulemaking proceedings associated with the
    new restructuring law.  The Company is presently reviewing its business
    operations and the opportunities that the new restructuring law presents.

    In accordance with EITF 97-4, when the details of the restructuring plan
    are determined by the MPUC rulemaking, the Company will discontinue
    application of the Statement of Financial Accounting Standards No. 71 (SFAS
    71), "Accounting for the Effects of Certain Types of Regulations", for the
    retail generation segment of its business. As a result, the Company
    continues to defer certain costs as regulatory assets in instances where
    recovery through future regulatory cash flows is anticipated.



                                     -13-
    In an August 11, 1999 filing with the MPUC, the Company amended its
    February 9, 1999 determination of stranded costs, transmission and
    distribution costs and rate design with the MPUC.  After application of
    available value from the generating asset sale, the Company estimates
    stranded costs of $76.5 million.  The major components include the
    remaining investment in Seabrook, the above market costs of the amended
    power purchase agreement and recovery of fuel expense deferrals related to
    Wheelabrator-Sherman, the obligation for remaining operating expenses and
    recovery of the Company's remaining investment in Maine Yankee, and the
    recovery of several other regulatory assets.

7.  GENERATING ASSET DIVESTITURE

    On July 7, 1998, the Company and WPS Power Development, Inc. (WPS-PDI)
    signed a purchase and sale agreement for the Company's electric generating
    assets.  WPS-PDI agreed to purchase 91.8 megawatts of generating capacity
    for $37.4 million, which is 3.2 times higher than the net book value of the
    assets.  This sale of assets is required by the State's electric industry
    restructuring law and required the approvals of the MPUC and the FERC.

    On June 8, 1999, after receiving all of the major regulatory approvals, the
    Company completed the sale to WPS-PDI for $37.4 million.  The Company's 5%
    ownership in Maine Yankee was not part of the sale, since the plant is
    being decommissioned.  After paying $13.8 million (U.S.) in Canadian,
    Federal and State income taxes, the remaining proceeds will be used to
    reduce the Company's debt  The gain from the sale is currently deferred,
    pending the Maine Public Utilities Commission's (MPUC) decision on the
    Company's determination of stranded costs, transmission and distribution
    costs and rate design.  The components of the deferred gain, prior to
    liquidation of the Company's subsidiary, are as follows:

                                          (Dollars in Millions)

               Gross proceeds                   $37.5
               Settlement adjustment              (.1)
               Net proceeds                      37.4
               Net book value                   (11.3)
               Taxes                             (7.4)
               Transition costs, net             (1.2)
               Other                               .3

               Deferred gain, net of tax        $17.8

    Upon formal liquidation of the subsidiary, approximately $14.1 million of
    the proceeds will be transferred to the first mortgage trustee for paydown
    of long-term debt. In addition, the $8.0 million classified as Deposits
    with Trustee - Asset Sale are proceeds from the parent's generating assets,
    and is also restricted to the pay down of long-term debt.





                                     -14-

    With the sale of the Company's generating assets in June, 1999, the Company
    now purchases energy from the new owners, PDI, under an agreement that
    expires February 29, 2000, and these purchases are classified as purchased
    energy.

    As part of the generating asset sale on June 8, 1999, the Company has
    entered into two indemnity obligations with the purchaser, WPS-PDI.  First,
    the Company will be liable, with certain limitations, for certain Aroostook
    River flowage damage.  This liability will continue for ten years after the
    sale and shall not exceed $2,000,000 in the aggregate.  Second, the Company
    has warranteed the condition of the sites sold to WPS-PDI, with an
    aggregate limit of $3,000,000 for two years after the date of sale, and
    five years after the sale for environmental claims.  The Company is unaware
    of any pending claims under either of these indemnity obligations.

 8. OPEN ACCESS TRANSMISSION TARIFF

    On March 31, 1995, the Company filed an open access transmission
    tariff with the Federal Energy Regulatory Commission (FERC).  This tariff
    provides fees for various types and levels of transmission and
    transmission-related services that are required by transmission customers.
    The tariff, as filed, substantially increases some of the fees for
    transmission services and provides separate fees for various
    transmission-related services.  On May 31, 1995, the FERC approved the
    filed tariff, subject to refund.  The filing has been vigorously contested
    by the Company's wholesale customers.  On May 31, 1996, the FERC issued
    Order 888, a final rule on open transmission access and stranded cost
    recovery.  As a result the Company has refiled its tariff to comply with
    the  Order.

    On December 22, 1998, the FERC issued its order in this proceeding.
    Although many of the major issues were not decided in the Company's favor,
    the order did not have an adverse impact on the Company's financial
    condition.  Based on the FERC order, the Company refunded approximately
    $1.2 million to the customers on May 20, 1999, which had already been
    reflected as a liability.

 9. ACCOUNTING PRONOUNCEMENTS

    In June, 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
    Instruments and Hedging Activities". It requires companies to record
    derivatives on their balance sheet at their fair value depending on the
    intended use of the derivative.  The new standard applies to all entities
    and the original effective date was for all fiscal quarters for fiscal
    years beginning after June 15, 1999.  On May 19,1999, the FASB determined
    that the implementation of the statement should be delayed for one year.
    Based on current business activities, the Company does not expect this
    pronouncement to have a material impact to the Company's financial
    reporting.




                                     -15-

                                                               Form 10-Q

                      PART 1.  FINANCIAL INFORMATION

Item 2. Management's Analysis of Quarterly Income Statements

        Forward-Looking Statements

        The discussion below may contain "forward-looking statements", as
        defined in the Private Securities Litigation Reform Act of 1995,
        related to expected future performance or our plans and objectives.
        Actual results could potentially differ materially from these
        statements.  Therefore, there can be no assurance that actual
        results will not materially differ from expectations.

        Factors that could cause actual results to differ materially from
        our projections include, among other matters, electric utility
        restructuring; future economic conditions; changes in tax rates,
        interest rates or rates of inflation; developments in our
        legislative, regulatory, and competitive environment; and the
        decommissioning cost of Maine Yankee.

                           Results of Operations

        Earnings per share and the net income available for common stock for
        the three months ended September 30, 1999 along with the
        corresponding information for the previous year are as follows:


                                      Three Months Ended
                                         September 30,

                                        1999       1998
        Earnings per share             $(.19)     $(.09)

        Net income (loss) in thousands $(310)     $(151)

        For the third quarter of 1999 compared to the same quarter last
        year, the decrease in consolidated earnings per share (EPS) of $.10
        is attributable to the following:













                                   -16-

                                                          Form 10-Q
PART 1.  FINANCIAL INFORMATION

Item 2.  Management's Analysis of Quarterly Income Statements

         Results of Operations (Continued)

                  Change in EPS - Third Quarter of 1999
                    Compared to Third Quarter of 1998

                                                           EPS
                                                    Increase (Decrease)

        Increase in retail revenues due to rate
             stipulations and a 2.4% sales increase          .25

        Net decrease in other revenues                      (.15)

        Increase in power procurement expenses              (.15)

        Net increase in other operation and maintenance
             expenses                                       (.03)

        Change in operating expenses resulting from
             the closure of Maine Yankee                    (.02)
             Total                                        $ (.10)

        Retail rate plan stipulations and a 2.4% increase in retail sales
        produced a $.25 increase in earnings per share.  Increased operation
        and maintenance expenses decreased earnings by $.16 per share,
        primarily due to an increase in interest, medical and other
        expenses, which was partially offset by reduced system generation
        expenses due to the asset sale.  The increase in power procurement
        expenses reflects an increase in purchases from the independent
        power producer, Wheelabrator-Sherman (W/S) and higher than normal
        hydro, offset by a decrease in wheeling expenses due to the
        termination of the transmission agreement, resulting in a decrease
        in earnings of $.15 per share.  Under contract, the Company's
        purchases from W/S are limited to a specific amount over a twelve-
        month period.  Once this limit is obtained, the Company does not
        purchase any additional output from the facility.  Therefore, timing
        of W/S production can affect earnings comparisons from quarter to
        quarter.  The reduction of Maine Yankee operating and replacement
        power expenses, offset by additional amortization of previously
        deferred replacement power costs under the rate stipulation,
        resulted in a net decrease in earnings of $.02 per share.  The
        decrease in other revenues reflects a decrease in sales for resale
        due to termination of sales to Perth-Andover with the generating
        asset sale in June, 1999, partially offset by an increase in
        interest income, resulting in a $.02 decrease in earnings per share.



                                   -17-

                                                                 Form 10-Q
                      PART 1.  FINANCIAL INFORMATION

Item 2. Management's Analysis of Quarterly Income Statements

        Results of Operations (Continued)

        Consolidated operating revenues for the quarters ended
        September 30, 1999 and 1998, are as follows:

                                      1999              1998
(Dollars in Thousands)            $        MWH       $        MWH

Retail                          11,583   120,440  11,314    117,635
Sales for Resale                   280     6,287     420     11,058
Total Primary Sales             11,863   126,727  11,734    128,693
Secondary Sales                  2,851    77,850     521     14,706
Other Revenues/Rev. Adjust.        677      -        577        -
Total Operating Revenues        15,391   204,577  12,832    143,399


   Primary sales in the third quarter of 1999 were 126,727 MWH, a decrease
   of 1,966 MWH (1.5%) from sales in the third quarter of 1998 due to the
   termination of sales to Perth-Andover after the generating asset sale.
   Secondary sales increased by 63,144 MWH, reflecting the return of Houlton
   Water Company in February, 1999 as a customer of the Company's wholly-
   owned unregulated marketing subsidiary, Energy Atlantic (EA).

   Retail sales to customers for the third quarter of 1999 were $11,583,000
   compared to $11,314,000 for the same period of 1998, reflecting the 2.4%
   increase in retail sales noted above.  The $2,330,000 increase in
   secondary sales to $2,851,000 for the third quarter of 1999 is a result
   of the increase in sales to Houlton Water Company noted above.




















                                   -18-

                                                                 Form 10-Q
                      PART 1.  FINANCIAL INFORMATION

Item 2. Management's Analysis of Quarterly Income Statements

        Results of Operations (Continued)

        For the quarters ended September 30, 1999 and 1998, total operating
        expenses were $14,868,000 and $12,059,000, respectively.  The
        changes in operating expenses and energy sources are as follows:

                                           Increase/(Decrease)
        (Dollars in Thousands)                 $       MWH
        Purchased Power Expenses
        Maine Yankee                         (352)        -
        Wheelabrator-Sherman                  925       2,288
        NB Power                              994      25,732
        PDI                                 1,002      24,805
        Northeast Empire                     (315)     (9,311)
        Other Purchases                     1,346      47,035
        Deferred Fuel - amortization         (188)        -
                                            3,412      90,549
        Generating Expenses                  (583)    (30,535)
        Other Operation & Maint. Expenses     271
        Depreciation                         (113)
        Amortization                          (43)
        Income Taxes                          (96)
        Taxes Other than Income               (39)
                              Total         2,809      60,014

        With the sale of the Company's generating assets in June 1999, the
        Company now purchases energy from the new owners, PDI, under an
        agreement that expires February 29, 2000, and these purchases are
        classified as purchased energy.  During the third quarter of 1998,
        the Company generated 30,535 MWH.  Purchases from NB Power increased
        25,732 MWH and other purchases increased by 47,035 MWH because of
        the increase in power marketing activities classified as secondary
        sales.  Purchases from Northeast Empire decreased by 9,311 MWH with
        the availability of additional hydro from PDI.  Since February, 1998
        and continuing until March 1, 2000, Northeast Empire has principally
        provided dispatchable Maine Yankee replacement power.  The total
        increase of 60,014 MWH reflects the additional retail and secondary
        sales.  The Company's share of Maine Yankee capacity expenses
        decreased by $352,000 as previously discussed.  Wheelabrator-Sherman
        purchased power expenses increased by $925,000, due to increased
        production, partially offset by the reduced price under the amended
        Power Purchase Agreement (PPA).  The decrease in deferred fuel
        expense of $188,000 reflects the recognition of the offset to
        additional purchased power costs recognized since the generating
        asset sale which reduces the deferred gain on the sale, partially
        offset by the net increase in amortization of Maine Yankee
        replacement power.

                                   -19-

                                                                 Form 10-Q
                      PART 1.  FINANCIAL INFORMATION

Item 2. Management's Analysis of Quarterly Income Statements

        Results of Operations (Continued)

        Generating expenses decreased by $583,000 because of the sale of
        generating assets as previously mentioned.  Other operation and
        maintenance expenses increased by $271,000 because of increased
        medical, regulatory, advertising and retail consulting expenses.

                            Liquidity

        Net cash flows from operating activities were $347,000 for the first
        nine months of 1999.  The Company received $37,547,000, adjusted for
        closing items, from the sale of its generating assets, with
        $7,938,000 required to be deposited with the first mortgage trustee.
        The Company drew down $428,000 from the trustee of the tax-exempt
        revenue bond proceeds based on qualifying property.  For the period,
        the Company invested $2,993,000 in electric plant, paid $1,294,000
        in dividends and used $1,275,000 to reduce long-term debt.  Short-
        term borrowings decreased by $2,600,000 because of the cash flows
        from operations and use of some of the asset sale proceeds to pay
        down the revolving credit line.

        Net cash flows from operating activities were negative $4,427,000
        for the first nine months of 1998, reflecting the $8,706,000 up-
        front payment to W-S for the amended PPA.  The Company received
        $11,540,000 from the issuance of FAME's Taxable Electric Rate
        Stabilization Revenue Notes.  The proceeds were used for the W-S
        payment discussed above, a $2,378,000 deposit to a Capital Reserve
        Fund and bond issuance costs of $534,000.  For 1998, the receipt of
        $2,052,000 of tax refunds associated with the 1997 net operating
        loss carryback improved operating cash flows.  The Company drew down
        $1,038,000 of tax-exempt revenue bond proceeds from the trustee.
        For the period, $2,673,000 was invested in electric plant,
        $1,617,000 was paid in dividends and $4,155,000 was used to reduce
        long-term debt including the May 1, 1998 final sinking fund payment
        of $2,880,000 on the 7-1/8% First Mortgage and Collateral Trust
        Bonds.  Short-term borrowings increased by $2,800,000 for the
        additional Maine Yankee replacement power costs.











                                 -20-

                                                                 Form 10-Q
                      PART 1.  FINANCIAL INFORMATION

Item 2. Management's Analysis of Quarterly Income Statements

        Year 2000 Issues

        The Year 2000 issue is the result of computer programs being written
        using two digits rather than four to define the applicable year.
        Computer programs that have date-sensitive software using two
        digits would recognize a date using "00" as the year 1900 rather
        than the year 2000, resulting in system failure or miscalculations.
        The Company conducted an assessment of its computer systems,
        including embedded chip technology, to determine the potential
        technical and economic impact which the Year 2000 issues might have
        on the Company, its systems and its business operations.  The
        Company is currently rewriting the computer application systems
        responsible for billing to meet the electric industry restructuring
        requirements and is incorporating changes that achieve Year 2000
        compliance.  If these new systems are not functional by December
        31, 1999, the current systems will continue to be used with a minor
        alteration to achieve Year 2000 compliance.  The Company also
        reviewed its other mission critical systems in order to identify
        Year 2000 remediation or renovation measures needed for those
        systems.  No material modifications are necessary to mission
        critical systems to attain Year 2000 compliance.  The compliance
        plans and implementation and testing milestones are based on the
        Company's best estimates, which were derived from numerous
        assumptions of future events, including the continued availability
        of certain resources, third party modification plans and other known
        factors.  In addition to the review of internal systems, the Company
        is requesting assurances of Year 2000 compliance from third parties
        upon whom the Company relies.  The responses are being reviewed and
        concerns of noncompliance are being addressed.  As of September 30,
        1999, the Company has incurred approximately $32,700 of internal
        labor for review and testing which has not revealed material system
        modifications necessary to obtain Year 2000 compliance for mission
        critical systems, other than the changes necessary for electric
        industry restructuring discussed above.  However, $50,000 has been
        budgeted in 1999 for external expenditures for unforeseen
        modifications to achieve Year 2000 compliance for mission critical
        technology.  The assessment phase of the Year 2000 compliance
        project is essentially complete and the Company is identifying risks
        and most reasonable likely worse case scenarios specific to the Year
        2000 non-compliance by the Company and third-party sources.  For
        example, for every day of a Company-wide shutdown, the Company would
        lose approximately $187,000 in revenues.  The Company has developed
        contingency plans for these risks for the mission critical systems,
        which anticipate that the most reasonable likely worst case scenario
        would be a system-wide outage, which could require approximately six
        hours to fully restore service.  The Company has worked with
        generating companies and neighboring electric utilities to establish
        procedures for providing sufficient capacity and an orderly return
                                 -21-
                                                          Form 10-Q
                      PART 1.  FINANCIAL INFORMATION

Item 2.  Management's Analysis of Quarterly Income Statements

        to a fully energized system.  Although all reasonable and available
        efforts will be made, the Company cannot predict the ultimate
        achievement of Year 2000 compliance due to its reliance on systems
        and third-parties outside the Company's control.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

(a)     The Company has interest rate risk with two variable rate debt
        issues of the regulated business for purposes other than trading.
        These issues are discussed in detail in the Company's 1998 Annual
        Report, which is Exhibit 13 of the Company's 1998 Form 10-K, which
        information is incorporated herein by reference.  The discussion
        occurs in Note 8, "Long-Term Debt", of the Notes to Consolidated
        Financial Statements.

(b)     The Company's unregulated marketing subsidiary, Energy Atlantic, LLC
        (EA) is engaged in wholesale energy transactions for purposes other
        than trading.  This activity exposes EA to a number of risks such as
        deliverability, market liquidity and credit risk.  EA seeks to
        assure that risks are identified, evaluated and actively managed.




























                                   -22-
                                                          Form 10-Q
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

(a)       Restructuring of Maine's Electric Utility Industry

          In the Company's Form 10-K's for December 31, 1996, 1997 and
          1998 the Company described electric utility restructuring
          efforts in Maine, including the Maine Public Utilities
          Commission's (MPUC) recommendation to the legislature.  After
          months of hearings and deliberations, the Maine legislature
          passed L.D. 1804, "An Act to Restructure the State's Electric
          Industry", which the Governor signed into law on May 29, 1997.

          The principal provisions of the new law are as follows:

          1) Beginning on March 1, 2000, all consumers of electricity
          have the right to purchase generation services directly from
          competitive electricity suppliers who will not be subject to
          rate regulation.

          2) By March 1, 2000, the Company, Central Maine Power
          Company (CMP) and Bangor Hydro-Electric Company (BHE) must
          divest of all generation related assets and business functions
          except for:

             (a)   contracts with qualifying facilities, such as the
             Company's power contract with Wheelabrator-Sherman (W-S), and
             conservation providers;

             (b)   nuclear assets, namely, the Company's investment in
             the Maine Yankee Atomic Power Company, however, the MPUC
             may require divestiture on or after January 1, 2009;

             (c)   facilities located outside the United States, i.e.,
             the Company's hydro facility in New Brunswick, Canada;
             and

             (d)   assets that the MPUC determines necessary for the
             operation of the transmission and distribution services.

          The MPUC can grant an extension of the divestiture deadline if
          the extension will improve the selling price.  For assets not
          divested, the utilities are required to sell the rights to the
          energy and capacity from these assets.  See item (b) below
          regarding the divestiture of the Company's generating assets.

          3) Billing and metering services will be subject to
          competition beginning March 1, 2002, but permits the MPUC to
          establish an earlier date, no sooner than March 1, 2000.


                                   -23-

                                                          Form 10-Q
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings - continued

          4) The Company, through an unregulated affiliate, may market
          and sell electricity both within and outside its current
          service territory, without limitation.  Both CMP and BHE are
          limited to 33% of the load within their respective service
          territories, but may sell an unlimited amount outside their
          service territories.  Consumer-owned utilities are allowed to
          market and sell within their service territories, but the MPUC
          can limit or prohibit competition in their service territory, if the
          tax-exempt status of the consumer-owned utility is threatened.

          5) The Company will continue to provide transmission and
          distribution services which will be subject to continued
          regulation by the MPUC.

          6) Maine electric utilities will be permitted a reasonable
          opportunity to recover legitimate, verifiable and unmitigable
          costs that are otherwise unrecoverable as a result of retail
          competition in the electric utility industry.  The MPUC shall
          determine these stranded costs by considering:

             a)   the utility's regulatory assets related to generation,
             i.e., the Company's unrecovered Seabrook investment;

             b)   the difference between net plant investment in
             generation assets compared to the market value for those
             assets; and

             c)   the difference between future contract payments and
             the market value of the purchased power contracts, i.e.,
             the W-S contract.

          By the end of 1999, the MPUC will have estimated the stranded
          costs for the Company and the manner for the collection of
          these costs by the transmission and distribution company.
          Customers reducing or eliminating their consumption of
          electricity by switching to self-generation, conversion to
          alternative fuels or utilizing demand-side management measures
          cannot be assessed exit or entry fees.  In an August, 1999
          MPUC filing, as detailed further in item (d), below, the Company
          estimated its stranded costs to be approximately $76.5 million,
          net of available value from the sale of the generating assets
          when deregulation occurs on March 1, 2000.

          The MPUC shall include in the rates to be charged by the
          transmission and distribution utility decommissioning
          expenses for Maine Yankee.  In 2003 and every three years
          thereafter until the stranded costs are recovered, the MPUC
          shall review and revaluate the stranded cost recovery.
                                 -24-

                                                     Form 10-Q
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings - continued

          7) All competitive providers of retail electricity must be
          licensed and registered with the MPUC and meet certain
          financial standards, comply with customer notification
          requirements, adhere to customer solicitation requirements and
          are subject to unfair trade practice laws.  Competitive
          electricity providers must have at least 30% renewable resources in
          their energy portfolios, including hydro-electric generation.

          8) A standard-offer service will be available, ensuring
          access for all customers to reasonably priced electric power.
          Unregulated affiliates of CMP and BHE providing retail
          electric power are prohibited from providing more than 20% of
          the load within their respective service territories under the
          standard offer service, while any unregulated affiliate of the
          Company does not have a similar restriction.

          9) Unregulated affiliates of CMP and BHE marketing and
          selling retail electric power must adhere to specific codes of
          conduct, including, among others:

             a)   employees of the unregulated affiliate providing
             retail electric power must be physically separated from
             the regulated distribution affiliate and cannot be shared;

             b)   the regulated distribution affiliate must provide
             equal access to customer information;

             c)   the regulated distribution company cannot participate
             in joint advertising or marketing programs with the
             unregulated affiliate providing retail electric power;

             d)   the distribution company and its unregulated
             affiliated provider of retail electric power must keep
             separate books of accounts and records; and

             e)   the distribution company cannot condition or tie the
             provision of any regulated service to the provision of
             any service provided by the unregulated affiliated
             provider of electricity.

             The MPUC shall determine the extent of separation
             required in the case of the Company to avoid cross-
             subsidization and shall consider all similar relevant
             issues as well as the Company's small size.

          10) Employees, other than officers, displaced as a result of
          retail competition will be entitled to certain severance
          benefits and retraining programs.  These costs will be
                                  -25-
                                                          Form 10-Q
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings - continued

          recovered through charges collected by the regulated
          distribution company.

          11) Other provisions of the new law include provisions for:

             a)   consumer education;
             b)   continuation of low-income programs and demand side
                  management activities;
             c)   consumer protection provisions;
             d)   new enforcement authority for the MPUC to protect consumers.

(b)       Maine Public Service Company, Request for Approval of Sale of
          Generating Assets, Docket No. 98-584

          Reference is made to the Company's Form 8-K for July 7, 1998
          and Form 10-Q for the quarter ended June 30, 1998, in which
          the Company reported that it had agreed to sell all of its
          generating assets to WPS Power Development, Inc. (WPS-PDI) for
          $37.4 million.

          Further reference is made to the Company's Form 10-Q for the
          quarter ended March 31, 1999 in which the Company described the
          process through which it obtained all necessary State and Federal
          approvals.

          The Company consummated the sale to WPS-PDI on June 8, 1999, as
          reported in its Form 8-K dated June 9, 1999.  On June 8, 1999,
          after receiving all of the major regulatory approvals, the Company
          completed the sale to WPS-PDI for $37.4 million.  The Company's
          5% ownership in Maine Yankee was not part of the sale, since the
          plant is being decommissioned.  After paying $13.8 million (U.S.)
          in Canadian, Federal and State income taxes, the remaining
          proceeds will be used to reduce the Company's debt.  The gain from
          the sale is currently deferred, pending the MPUC's decision on the
          Company's determination of stranded costs, transmission and
          distribution costs and rate design.  The components of the
          deferred gain, prior to the liquidation of the Company's
          subsidiary, are as follows:

                            (Dollars in Millions)
                       Gross proceeds               $ 37.5
                       Settlement adjustments          (.1)
                       Net proceeds                   37.4
                       Net book value                (11.3)
                       Taxes                          (7.4)
                       Transition costs, net          (1.2)
                       Other                            .3
                       Deferred gain, net of tax    $ 17.8
                                     -26-
                                                           Form 10-Q
                       PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings - continued
          Upon formal liquidation of the subsidiary, approximately $14.1
          million of the proceeds will be transferred to the first mortgage
          trustee for paydown of long-term debt.

          As part of the generating asset sale on June 8, 1999, the Company
          has entered into two indemnity obligations with the purchaser,
          WPS-PDI.  First, the Company will be liable, with certain
          limitations, for certain Aroostook River flowage damage.  This
          liability will continue for ten years after the sale and shall not
          exceed $2,000,000 in the aggregate.  Second, the Company has
          warranteed the condition of the sites sold to WPS-PDI, with an
          aggregate limit of $3,000,000 for two years after the date of sale,
          and five years after the sale for environmental claims.  The
          Company is unaware of any pending claims under either of these
          indemnity obligations.

(c)       Maine Public Utilities Commission, Inquiry Into Bulk Power System
          Administration and Settlement System in Northern Maine, MPUC Docket
          No. 98-929

          On December 1, 1998, the MPUC issued its Notice of Inquiry into the
          structure and operation of a bulk power system administrator and
          retail settlement system for northern Maine.  This Inquiry was
          assigned MPUC Docket No. 98-529.  The MPUC based the need for this
          proceeding on the fact that northern Maine is not electrically
          connected to the New England grid and therefore systems in place in
          the rest of New England that are necessary to support a marketable
          competitive environment do not yet exist in northern Maine.

          The MPUC Notice acknowledges that the four northern Maine
          utilities - the Company, the Houlton Water Company, the Eastern
          Maine Electric Cooperative, Inc. and the Van Buren Light and Power
          District - have formed a working group for the express purpose of
          developing these systems.  The northern Maine utilities developed
          and filed a proposal for these systems on April 30, 1999.  The
          proposal consisted of a Northern Maine Independent System
          Administrator (NMISA) for northern Maine, which must be approved
          by the FERC. The NMISA has been organized as a non-profit
          corporation under Maine law.  On August 25, 1999, the NMISA filed
          its tariff with the FERC (Docket No. ER99-4225-000).  The Company
          cannot predict the success of any final outcome.

(d)       Maine Public Service Company Investigation of Stranded
          Costs, Transmission and Distribution Utility Revenue
          Requirements and Rate Design, Docket No. 98-577

          On October 14, 1998, and subsequently amended on February
          9, 1999 and August 11, 1999, the Company filed its determination
          of stranded costs, transmission and distribution costs and rate
                                 -27-
                                                          Form 10-Q
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings - continued
          design with the MPUC.  The Company's amended testimony supports
          its $76.5 million estimate of stranded costs, net of available
          value from the sale of the generating assets, when deregulation
          occurs on March 1, 2000.  The major components include the
          remaining investment in Seabrook, the above market costs of the
          amended power purchase agreement and recovery of fuel
          expense deferrals related to Wheelabrator-Sherman, the obligation
          for remaining operating expenses and recovery of the Company's
          remaining investment in Maine Yankee, and the recovery of several
          other regulatory assets.  The Company's proposed annual revenue
          requirements supported in the August 11, 1999 filing would be
          approximately $29.6 million:  $16.8 million for transmission and
          distribution and $12.8 million for stranded investment.

          On October 15, 1999, the Company filed with the MPUC a Stipulation
          resolving the revenue requirement and rate design issues for the
          Company's Transmission and Distribution (T&D) utility.  This
          Stipulation has been signed by the Public Advocate and approval
          will be recommended by the MPUC staff.  Under the Stipulation, the
          Company's total annual T&D revenue requirement will be
          $16,640,000, effective March 1, 2000.  This revenue requirement
          includes a 10.7% return on equity with a capital structure based
          on 51% common equity.  The Stipulation further provides that the
          precise level of stranded cost recovery cannot be determined until
          final determination of all costs associated with the sale of the
          Company's generating assets (see item (b) above), but does set
          forth some general principles concerning the Company's ultimate
          stranded costs recovery, including agreement that the major
          components of the Company's stranded costs are legitimate,
          verifiable and unmitigable, and therefore subject to recovery in
          rates, and that the 3.66% recovery foregone in Docket 98-865 shall
          be added to stranded cost recovery in the manner specified in the
          stipulation in that Docket (see item (e) below).  The stipulation
          also provides that the Company's recovery of unamortized investment
          tax credits and excess deferred income taxes associated with the
          Company's generating assets must await a final determination ruling
          from the IRS, which ruling has been sought by Central Maine Power
          Company.

          The Company cannot at this time determine whether all other
          parties, including certain of the Company's large industrial
          customers, will support this Stipulation, nor can it predict the
          nature of the MPUC's final order in this matter.

(e)       Maine Public Utilities Commission Approves Rate Plan
          Stipulation, MPUC Docket No. 98-865

          Reference is made to the Company's Form 10-K for December
          31, 1996 where the Company's rate stabilization plan
                                     -28-

                                                          Form 10-Q
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings - continued

          approved by the Maine Public Utilities Commission (MPUC)
          (Docket No. 95-052) in November, 1995 is described.  In
          addition, the Company's Form 10-K for December 31, 1998,
          describes a January, 1998 Stipulation approved by the MPUC in
          Docket No.97-830, which established the rate increase beginning
          February 1, 1998 and the minimum rate increase effective
          February 1, 1999.  The Stipulation also prescribes that the
          savings from the restructured Wheelabrator-Sherman (W-S) Power
          Contract would offset Maine Yankee replacement power costs.
          For the final year of the rate plan beginning February 1, 1999,
          the Company filed on November 13, 1998, with the MPUC for a 6.4%
          increase.  The Company also stated that it would forego part or
          all of this 1999 increase if the sale of its generating assets
          was allowed to go forward.  On December 15, 1998, the MPUC
          granted the Company's request to defer the increase to April 1,
          1999, as well as extend the rate plan by one month to February 29,
          2000, to coincide with the start of retail competition in Maine.

          In its April 6, 1999 Order, the MPUC approved a March 25,
          1999 Stipulation between the Office of the Public
          Advocate (OPA) and the Company.  Under this Stipulation,
          customer rates will not increase on April 1, 1999, if the
          MPUC approved the sale of the Company's generation assets
          as described in Item 5(c) above.  The approval of the
          Stipulation also resolved certain issues associated with
          the treatment of capacity cost savings from the closure
          of Maine Yankee under the Company's rate stabilization
          plan.

          The principal provisions are as follows:

                  1)  The Company is entitled to a 3.66% specified rate
                  increase as of April 1, 1999.  Rather than increase
                  customer rates, the Company will recognize the revenues
                  that this increase would have generated and,
                  correspondingly, record a deferred asset on the Company's
                  books of account.  The parties to the Stipulation also
                  agreed to recommend the use in rates of available value
                  from the asset sale corresponding with the specified rate
                  increase once the MPUC determines the Company's allowed
                  stranded cost recovery in Docket No. 98-577, Public
                  Utilities Commission, Investigation of Stranded Costs,
                  Transmission and Distribution Utility, Revenue
                  Requirements and Rate Design of Maine Public Service
                  Company.

                  2)   The Stipulation also resolves a dispute over the
                  determination of Maine Yankee replacement power costs.
                                      -29-
                                                          Form 10-Q
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings - continued

                  The Stipulation allows the Company to continue to
                  recognize and defer Maine Yankee replacement power costs
                  on an energy-only basis, offset by Wheelabrator-Sherman
                  contract restructuring savings, through the end of the
                  rate plan.  The Company agreed to begin amortizing on
                  April 1, 1999, Maine Yankee replacement power costs in the
                  amount of $150,000 per month or a total of $1,650,000 for
                  the remaining eleven months of the rate plan.

                  3)   With the Commission's approval of the generation
                  asset sale, the parties agreed that the Company would not
                  increase retail rates on April 1, 1999, to reflect any
                  increase under the Maine Yankee replacement power
                  provisions of the rate plan.  Any Maine Yankee deferred
                  replacement costs will be deferred, and, beginning on
                  March 1, 2000, will be offset by a corresponding amount
                  of available value as allowed in Docket No. 98-577.































                                 -30-

                                                                 Form 10-Q
                        PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders

          None


Item 5.   Other Information

          None


Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits - None

          (b)  Reports on Form 8-K - None


                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 MAINE PUBLIC SERVICE COMPANY
                                 (Registrant)


Date:  November 12, 1999         By: /s/  Larry E. LaPlante
                                    Larry E. LaPlante
                                    Vice President, Treasurer and
                                    Chief Financial Officer



















                                 -31-