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<P><FONT SIZE="-1"> Registration No. 33- </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">SECURITIES AND EXCHANGE COMMISSION</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">Washington, D.C. 20549</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">FORM S-8</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">REGISTRATION STATEMENT UNDER THE</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">SECURITIES ACT OF 1933</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">MAINE PUBLIC SERVICE COMPANY</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Exact name of registrant as specified in its charter)</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">Maine 01-0113635</FONT></P>

<P><FONT SIZE="-1"> (State or other jurisdiction of (I.R.S. Employer</FONT></P>

<P><FONT SIZE="-1"> incorporation or organization) Identification No.)</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">209 State Street, Presque Isle, Maine 04769</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Address of Principal Executive Offices) (Zip Code)</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">STOCK PLAN FOR OUTSIDE DIRECTORS</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Full title of plan)</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">Larry E. LaPlante</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">209 State Street</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">Presque Isle, Maine 04769</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(207) 768-5811</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Name, address and telephone number of agent for service)</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">CALCULATION OF REGISTRATION FEE</FONT></P>

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<P><FONT SIZE="-1"> Proposed Maximum Proposed Maximum Amount of</FONT></P>

<P><FONT SIZE="-1"> Title of Amount to be Offering Price Aggregate Offering Registration</FONT></P>

<P><FONT SIZE="-1"> Securities Registered Per Share* Price* Fee</FONT></P>

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<P><FONT SIZE="-1">Common Stock, 20,000 sh. $ 17.2815 $ 345,630 $ 91.25 </FONT></P>

<P><FONT SIZE="-1">$7.00 Par Value</FONT></P>

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<P><FONT SIZE="-1">*Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h). Reflects the average of the high and low prices reported
for March 2, 2000.</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">PART I </FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</FONT></P>

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<P><FONT SIZE="-1">This Registration Statement covers offers of Common Stock by the Registrant to participants in the Stock Plan for Outside Directors. Prospectuses for
such shares will be provided to participants, as specified by Rule 428(b)(1), but are not filed herewith.</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">PART II</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT></P>

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<P><FONT SIZE="-1">Item 3. Incorporation of Documents by Reference.</FONT></P>

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<P><FONT SIZE="-1">The following documents filed with the Securities and Exchange Commission are incorporated herein by reference:</FONT></P>

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<P><FONT SIZE="-1"> (a) The Annual Report of Maine Public Service Company (the "Company") on Form 10-K for the year ended December 31, 1998.</FONT></P>

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<P><FONT SIZE="-1"> (b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1999, June 30, 1999, and September 30, 1999.</FONT></P>

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<P><FONT SIZE="-1"> (c) The Company's Current Reports on Form 8-K filed on April 9, 1999, April 28, 1999, June 9, 1999, December 1, 1999, February 8, 2000.</FONT></P>

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<P><FONT SIZE="-1"> (d) The description of the Company's Common Stock contained in the registration statement filed with the Securities and Exchange Commission under
the Exchange Act, including any amendment or report filed for the purpose of updating such description.</FONT></P>

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<P><FONT SIZE="-1">All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such
documents. </FONT></P>

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<P><FONT SIZE="-1">Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. </FONT></P>

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<P><FONT SIZE="-1">Item 6. Indemnification of Directors and Officers.</FONT></P>

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<P><FONT SIZE="-1">Company's bylaws provide for indemnification of directors and officers of the Company for certain actions taken or omitted in good faith. In general, the
scope of such indemnity is as broad as is permitted by the Maine Business Corporation Act. In addition, Company carries liability insurance relative to
certain of these indemnifications. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted pursuant to the
foregoing provisions or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.</FONT></P>

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<P><FONT SIZE="-1">Item 8. Exhibits.</FONT></P>

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<P><FONT SIZE="-1">Please see the Index to Exhibits, following the signature page of the Registration Statement.</FONT></P>

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<P><FONT SIZE="-1">Item 9. Undertakings.</FONT></P>

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<P><FONT SIZE="-1">1. The undersigned Registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.</FONT></P>

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<P><FONT SIZE="-1">2. The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.</FONT></P>

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<P><FONT SIZE="-1">3. The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.</FONT></P>

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<P><FONT SIZE="-1">4. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.</FONT></P>

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<P><FONT SIZE="-1">5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person
of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.</FONT></P>

<P><FONT SIZE="-1"> </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">SIGNATURES</FONT></P>

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<P><FONT SIZE="-1">Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Presque Isle, State of Maine, on March 3, 2000.</FONT></P>

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<P><FONT SIZE="-1"> MAINE PUBLIC SERVICE COMPANY</FONT></P>

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<P><FONT SIZE="-1"> By: /s/ Paul R. Cariani</FONT></P>

<P><FONT SIZE="-1"> President and Chief Executive Officer</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">POWER OF ATTORNEY</FONT></P>

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<P><FONT SIZE="-1">We, the undersigned directors and executive officers of Maine Public Service Company, hereby severally constitute Paul R. Cariani and Larry E.
LaPlante, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities
indicated below, any and all amendments to this Registration Statement filed with the Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys to any and all amendments to said Registration Statement. </FONT></P>

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<P><FONT SIZE="-1">Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities shown
on March 3, 2000.</FONT></P>

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<P><FONT SIZE="-1">SIGNATURE TITLE</FONT></P>

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<P><FONT SIZE="-1">/s/ Paul R. Cariani President, Chief Executive Officer, Director</FONT></P>

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<P><FONT SIZE="-1">/s/ Larry LaPlante Vice President, Treasurer and </FONT><FONT FACE="Courier New" SIZE="-1"> Chief Financial</FONT><FONT SIZE="-1"> Officer</FONT></P>

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<P><FONT SIZE="-1">/s/ Robert E. Anderson Director</FONT></P>

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<P><FONT SIZE="-1">/s/ Donald F. Collins Director</FONT></P>

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<P><FONT SIZE="-1">/s/ D. James Daigle Director</FONT></P>

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<P><FONT SIZE="-1">/s/ Richard G. Daigle Director</FONT></P>

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<P><FONT SIZE="-1"> J. Gregory Freeman Director</FONT></P>

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<P><FONT SIZE="-1">/s/ Deborah L. Gallant Director</FONT></P>

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<P><FONT SIZE="-1">/s/ Nathan L. Grass Director</FONT></P>

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<P><FONT SIZE="-1">/s/ G. Melvin Hovey Director</FONT></P>

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<P><FONT SIZE="-1"> J. Paul Levesque Director</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE="-1">INDEX TO EXHIBITS</FONT></P>

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<P><FONT SIZE="-1">The following exhibits are filed as part of this Registration Statement. Items containing parenthetical references to exhibits in prior filings are incorporated
herein by reference to the stated exhibits in those prior filings.</FONT></P>

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<P><FONT SIZE="-1">4.1 Stock Plan for Outside Directors (filed herewith)</FONT></P>

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<P><FONT SIZE="-1">4.2 Restated Articles of Incorporation of the Registrant, as amended. (Exhibit 3(a) to 1990 Form 10-K)</FONT></P>

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<P><FONT SIZE="-1">4.3 Bylaws of the Registrant, as amended. (Exhibit 3(b) to 1987 Form 10-K)</FONT></P>

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<P><FONT SIZE="-1">4(a) Indenture of Mortgage and Deed of Trust defining the rights of the holders of the Company's First Mortgage Bonds. (Exhibit 4(a) to 1980 Form 10-K)
</FONT></P>

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<P><FONT SIZE="-1">4(b) First Supplemental Indenture. (Exhibit 4(b) to 1980 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(c) Second Supplemental Indenture. (Exhibit 4(c) to 1980 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(d) Third Supplemental Indenture. (Exhibit 4(d) to 1980 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(e) Fourth Supplemental Indenture. (Exhibit 4(e) to 1980 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(f) Fifth Supplemental Indenture. (Exhibit A to Form 8-K dated May 10, 1968) </FONT></P>

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<P><FONT SIZE="-1">4(g) Sixth Supplemental Indenture. (Exhibit A to Form 8-K dated April 10, 1973) </FONT></P>

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<P><FONT SIZE="-1">4(h) Seventh Supplemental Indenture. (Exhibit A to Form 8-K dated November 7, 1975) </FONT></P>

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<P><FONT SIZE="-1">4(i) Eighth Supplemental Indenture. (Exhibit 4(i) to 1980 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(j) Ninth Supplemental Indenture. (Exhibit B to Form 10-Q for the second quarter of 1978) </FONT></P>

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<P><FONT SIZE="-1">4(k) Tenth Supplemental Indenture. (Exhibit 4(k) to 1980 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(l) Eleventh Supplemental Indenture. (Exhibit 4(l) to 1982 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(m) Indenture defining the rights of the holders of the Company's 9 7/8% debentures. (Exhibit A to Form 8-K, dated June 10, 1970) </FONT></P>

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<P><FONT SIZE="-1">4(n) Indenture defining the rights of the holders of the Company's 14% debentures. (Exhibit 4(n) to 1982 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(o) Twelfth Supplemental Indenture. (Exhibit 4(o) to Form 10-Q for the quarter ended September 30, 1984) </FONT></P>

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<P><FONT SIZE="-1">4(p) Thirteenth Supplemental Indenture. (Exhibit 4(p) to Form 10-Q for the quarter ended September 30, 1984) </FONT></P>

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<P><FONT SIZE="-1">4(q) Fourteenth Supplemental Indenture, Dated July 1, 1985. (Exhibit 4(q) to 1985 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(r) Fifteenth Supplemental Indenture, Dated March 1, 1986. (Exhibit 4(r) to 1985 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(s) Sixteenth Supplemental Indenture, Dated September 1, 1991. (Exhibit 4(s) to the Company's 1991 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(t) Seventeenth Supplemental Indenture, Dated April 1, 1997 (Exhibit 4(t) to the Company's 1999 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(u) Eighteenth Supplemental Indenture, Dated April 1, 1998 (Exhibit 4(u) to the Company's 1999 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">4(v) Nineteenth Supplemental Indenture, Dated May 1, 1998 (Exhibit 4(v) to the Company's 1999 Form 10-K) </FONT></P>

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<P><FONT SIZE="-1">5 Opinion of Verrill &amp; Dana, LLP, including the consent of such counsel</FONT></P>

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<P><FONT SIZE="-1">23.1 Consent of PriceWaterhouseCoopers LLP</FONT></P>

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<P><FONT SIZE="-1">23.2 Consent of Verrill &amp; Dana, LLP (included in Exhibit 5)</FONT></P>

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<P><FONT SIZE="-1">24 Powers of Attorney (included on signature page)</FONT></P>

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<P ALIGN="RIGHT"><FONT FACE="Courier New">Exhibit 4.1 </FONT></P>

<P ALIGN="CENTER"><FONT FACE="Courier New">MAINE PUBLIC SERVICE COMPANY</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Courier New">STOCK PLAN FOR OUTSIDE DIRECTORS</FONT></P>

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<P><FONT FACE="Courier New">1. PURPOSE. The purpose of this Plan is to align more closely the interests of the
non-employee directors ("Outside Directors") of Maine Public Service Company
("Company") with the interests of the Company's shareholders. Under the Plan, each
Outside Director is to receive a quarterly grant of Company stock, as part of his
or her director compensation for the preceding quarter.</FONT></P>

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<P><FONT FACE="Courier New">2. DEFINITIONS. As used in this Plan, the following capitalized words and phrases
shall have meanings specified, unless the context clearly indicates that a
different meaning is intended:</FONT></P>

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<P><FONT FACE="Courier New">(a) "Board" shall mean the Board of Directors of the Company.</FONT></P>

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<P><FONT FACE="Courier New">(b) "Company" shall mean Maine Public Service Company.</FONT></P>

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<P><FONT FACE="Courier New">(c) "Director" or "Outside Director" shall mean a non-employee director of the
Company.</FONT></P>

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<P><FONT FACE="Courier New">(d) "Plan" shall mean the Maine Public Service Company Stock Plan for Outside
Directors.</FONT></P>

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<P><FONT FACE="Courier New">(e) "Share" shall mean a share of Common Stock of the Company.</FONT></P>

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<P><FONT FACE="Courier New">(f) "Treasury Shares" shall mean shares of Common Stock that have previously been
issued and subsequently reacquired by the Company, but which remain part of the
authorized capital stock of the Company.</FONT></P>

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<P><FONT FACE="Courier New">3. QUARTERLY GRANT OF SHARES. As of the last day of March, June, September and
December of each year (each such date being a "grant date"), and without further
action by the Board or the shareholders, each Outside Director shall receive a
grant of Shares having a value of five hundred dollars ($500), as determined
below, rounded down to the nearest whole number of Shares, plus cash in lieu of
any fractional shares. Provided, however, that a person who became an Outside
Director after the first business day of the relevant quarter, or whose service as
an Outside Director terminated (due to retirement, resignation, removal,
employment by the Company, or otherwise) before the last business day of the
quarter, shall receive a reduced number of Shares, based on the number of calendar
days in office as an Outside Director divided by the total number of calendar days
in the quarter. The Company shall issue certificates for the granted Shares to
each relevant Director within 30 days after the grant date.</FONT></P>

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<P><FONT FACE="Courier New">4. DETERMINATION OF VALUE OF SHARES. For purposes of the Plan, the per share value
of the Shares shall be determined as of the close of business on the grant date
and shall be deemed equal to the closing price of the Common Stock on that date,
as last reported on the American Stock Exchange or such other national securities
exchange on which the Common Stock is then principally listed or admitted to
trading. </FONT></P>

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<P><FONT FACE="Courier New">(If the Common Stock is not listed or admitted to trading on any national
securities exchange, the last quoted price (or, if not so quoted, the average of
the high bid and low asked prices) in the over-the-counter market, as reported on
Nasdaq or such other system then in use; or, if no bids for the Common Stock are
quoted by any such organization, the average of the closing bid and asked prices
as furnished by a professional market maker making a market in the Common Stock as
selected by the Board.)</FONT></P>

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<P><FONT FACE="Courier New">5. VESTING AND TRANSFER OF SHARES. Shares shall be deemed earned and fully vested
upon receipt. Certificates for Shares may bear an appropriate legend noting
transfer restrictions, if any, under applicable securities laws. Transfer of the
Shares may require compliance with preclearance policies of the Company, or other
applicable procedures regarding transfer.</FONT></P>

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<P><FONT FACE="Courier New">6. USE OF TREASURY SHARES. The Shares issued under the Plan shall consist of
Treasury Shares, if and to the extent available, and otherwise shall consist of
stock other than Treasury Shares.</FONT></P>

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<P><FONT FACE="Courier New">7. TAX WITHHOLDINGS. The receipt of Shares will constitute income to the Director
under applicable income tax laws. The Company may, without limitation, offset
other cash payments to the Director in order to satisfy applicable withholding
requirements in respect of each grant of Shares.</FONT></P>

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<P><FONT FACE="Courier New">8. CONTINUED SERVICE AS A DIRECTOR. Neither the Plan nor any grant of Shares shall
limit or otherwise affect the right of the Board or the shareholders to terminate
the service of a Director.</FONT></P>

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<P><FONT FACE="Courier New">9. INTERPRETATION, AMENDMENT, AND TERMINATION. The Board shall have authority to
interpret the Plan, and all such interpretations shall be binding on the Company,
the Directors, and the shareholders. The Board shall have authority to amend the
Plan or terminate the Plan at any time. Except as the Board may otherwise
determine, the Plan shall terminate upon consummation of any merger in which the
Company is not the surviving corporation or upon consummation of a sale of all
assets of the Company.</FONT></P>

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<P><FONT FACE="Courier New">10. GOVERNING LAW. The Plan shall be governed by and construed in accordance with
the laws of the State of Maine.</FONT></P>

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<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Exhibit 5 </FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">VERRILL &amp; DANA, LLP</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">ONE PORTLAND SQUARE</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">PORTLAND, MAINE 04112-0586</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman">207-774-4000 * FAX 207-774-7499</FONT></P>

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<P><FONT FACE="Times New Roman">March 8, 2000</FONT></P>

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<P><FONT FACE="Times New Roman">Maine Public Service Company</FONT></P>

<P><FONT FACE="Times New Roman">P.O. Box 1209</FONT></P>

<P><FONT FACE="Times New Roman">Presque Isle, ME 04769</FONT></P>

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<P><FONT FACE="Times New Roman">Re: Stock Plan for Outside Directors --</FONT></P>

<P><FONT FACE="Times New Roman"> Registration Statement on Form S-8</FONT></P>

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<P><FONT FACE="Times New Roman">Ladies and Gentlemen:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">We refer to the Registration Statement on Form S-8 (the "Registration Statement") of Maine Public Service Company, a
Maine corporation (the "Company"), relating to the registration of 20,000 shares (the "Shares") of the Company's Common
Stock, par value $7.00 per share, proposed to be issued by the Company in connection with the Company's Stock Plan for
Outside Directors (the "Plan"). It is our understanding that the Registration Statement is to be filed with the Securities and
Exchange Commission on or about March 9, 2000.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">We have examined the originals, or photostatic or certified copies, of such records and certificates of the Company, such
certificates of public officials and of officers of the Company, and such other documents as we have deemed relevant. In
such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. We have also assumed the accuracy and completeness of statements of fact
contained in such documents.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued
in accordance with the terms of the Plan, will be validly issued, fully paid, and non-assessable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of
1933 or the General Rules and Regulations of the Securities and Exchange Commission.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Very truly yours,</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">/s/ Verrill &amp; Dana, LLP</FONT></P>

<P><FONT FACE="Times New Roman">GSF/bjt</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="RIGHT"><FONT FACE="Times New Roman">Exhibit 23.1 </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman"><U>CONSENT OF INDEPENDENT ACCOUNTANTS</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Maine Public Service
Company of our report dated February 12, 1999 relating to the financial statements, which report appears in the 1998
Annual Report to Shareholders of Maine Public Service Company, which is incorporated by reference in Maine Public
Service Company's Annual Report on Form 10-K for the year ended December 31, 1998. </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">/s/ PricewaterhouseCoopers LLP</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">PricewaterhouseCoopers LLP</FONT></P>

<P><FONT FACE="Times New Roman">Portland, Maine</FONT></P>

<P><FONT FACE="Times New Roman">March 8, 2000</FONT></P>

<BR WP="BR1"><BR WP="BR2">
</BODY>
</HTML>
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{"company-data": {"conformed-name": "MAINE PUBLIC SERVICE CO", "cik": "0000061611", "assigned-sic": "4911", "irs-number": "010113635", "state-of-incorporation": "ME", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32026", "film-number": "564194"}, "business-address": {"street1": "209 STATE ST", "city": "PRESQUE ISLE", "state": "ME", "zip": "04769-1209", "phone": "2077685811"}, "mail-address": {"street1": "PO BOX 1209", "city": "PRESQUE ISLE", "state": "ME", "zip": "04769-1209"}}
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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)
STOCK PLAN FOR OUTSIDE DIRECTORS
(Full title of plan)
Larry E. LaPlante
209 State Street
Presque Isle, Maine 04769
(207) 768-5811
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Amount to be Offering Price Aggregate Offering Registration
Securities Registered Per Share* Price* Fee
Common Stock, 20,000 sh. $ 17.2815 $ 345,630 $ 91.25
$7.00 Par Value
*Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h). Reflects the average of the high and low prices reported
for March 2, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement covers offers of Common Stock by the Registrant to participants in the Stock Plan for Outside Directors. Prospectuses for
such shares will be provided to participants, as specified by Rule 428(b)(1), but are not filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission are incorporated herein by reference:
(a) The Annual Report of Maine Public Service Company (the "Company") on Form 10-K for the year ended December 31, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1999, June 30, 1999, and September 30, 1999.
(c) The Company's Current Reports on Form 8-K filed on April 9, 1999, April 28, 1999, June 9, 1999, December 1, 1999, February 8, 2000.
(d) The description of the Company's Common Stock contained in the registration statement filed with the Securities and Exchange Commission under
the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Company's bylaws provide for indemnification of directors and officers of the Company for certain actions taken or omitted in good faith. In general, the
scope of such indemnity is as broad as is permitted by the Maine Business Corporation Act. In addition, Company carries liability insurance relative to
certain of these indemnifications. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted pursuant to the
foregoing provisions or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 8. Exhibits.
Please see the Index to Exhibits, following the signature page of the Registration Statement.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
2. The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
3. The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
4. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person
of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Presque Isle, State of Maine, on March 3, 2000.
MAINE PUBLIC SERVICE COMPANY
By: /s/ Paul R. Cariani
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and executive officers of Maine Public Service Company, hereby severally constitute Paul R. Cariani and Larry E.
LaPlante, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities
indicated below, any and all amendments to this Registration Statement filed with the Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys to any and all amendments to said Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities shown
on March 3, 2000.
SIGNATURE TITLE
/s/ Paul R. Cariani President, Chief Executive Officer, Director
/s/ Larry LaPlante Vice President, Treasurer and
Chief Financial
Officer
/s/ Robert E. Anderson Director
/s/ Donald F. Collins Director
/s/ D. James Daigle Director
/s/ Richard G. Daigle Director
J. Gregory Freeman Director
/s/ Deborah L. Gallant Director
/s/ Nathan L. Grass Director
/s/ G. Melvin Hovey Director
J. Paul Levesque Director
INDEX TO EXHIBITS
The following exhibits are filed as part of this Registration Statement. Items containing parenthetical references to exhibits in prior filings are incorporated
herein by reference to the stated exhibits in those prior filings.
4.1 Stock Plan for Outside Directors (filed herewith)
4.2 Restated Articles of Incorporation of the Registrant, as amended. (Exhibit 3(a) to 1990 Form 10-K)
4.3 Bylaws of the Registrant, as amended. (Exhibit 3(b) to 1987 Form 10-K)
4(a) Indenture of Mortgage and Deed of Trust defining the rights of the holders of the Company's First Mortgage Bonds. (Exhibit 4(a) to 1980 Form 10-K)
4(b) First Supplemental Indenture. (Exhibit 4(b) to 1980 Form 10-K)
4(c) Second Supplemental Indenture. (Exhibit 4(c) to 1980 Form 10-K)
4(d) Third Supplemental Indenture. (Exhibit 4(d) to 1980 Form 10-K)
4(e) Fourth Supplemental Indenture. (Exhibit 4(e) to 1980 Form 10-K)
4(f) Fifth Supplemental Indenture. (Exhibit A to Form 8-K dated May 10, 1968)
4(g) Sixth Supplemental Indenture. (Exhibit A to Form 8-K dated April 10, 1973)
4(h) Seventh Supplemental Indenture. (Exhibit A to Form 8-K dated November 7, 1975)
4(i) Eighth Supplemental Indenture. (Exhibit 4(i) to 1980 Form 10-K)
4(j) Ninth Supplemental Indenture. (Exhibit B to Form 10-Q for the second quarter of 1978)
4(k) Tenth Supplemental Indenture. (Exhibit 4(k) to 1980 Form 10-K)
4(l) Eleventh Supplemental Indenture. (Exhibit 4(l) to 1982 Form 10-K)
4(m) Indenture defining the rights of the holders of the Company's 9 7/8% debentures. (Exhibit A to Form 8-K, dated June 10, 1970)
4(n) Indenture defining the rights of the holders of the Company's 14% debentures. (Exhibit 4(n) to 1982 Form 10-K)
4(o) Twelfth Supplemental Indenture. (Exhibit 4(o) to Form 10-Q for the quarter ended September 30, 1984)
4(p) Thirteenth Supplemental Indenture. (Exhibit 4(p) to Form 10-Q for the quarter ended September 30, 1984)
4(q) Fourteenth Supplemental Indenture, Dated July 1, 1985. (Exhibit 4(q) to 1985 Form 10-K)
4(r) Fifteenth Supplemental Indenture, Dated March 1, 1986. (Exhibit 4(r) to 1985 Form 10-K)
4(s) Sixteenth Supplemental Indenture, Dated September 1, 1991. (Exhibit 4(s) to the Company's 1991 Form 10-K)
4(t) Seventeenth Supplemental Indenture, Dated April 1, 1997 (Exhibit 4(t) to the Company's 1999 Form 10-K)
4(u) Eighteenth Supplemental Indenture, Dated April 1, 1998 (Exhibit 4(u) to the Company's 1999 Form 10-K)
4(v) Nineteenth Supplemental Indenture, Dated May 1, 1998 (Exhibit 4(v) to the Company's 1999 Form 10-K)
5 Opinion of Verrill & Dana, LLP, including the consent of such counsel
23.1 Consent of PriceWaterhouseCoopers LLP
23.2 Consent of Verrill & Dana, LLP (included in Exhibit 5)
24 Powers of Attorney (included on signature page)
Exhibit 4.1
MAINE PUBLIC SERVICE COMPANY
STOCK PLAN FOR OUTSIDE DIRECTORS
1. PURPOSE. The purpose of this Plan is to align more closely the interests of the
non-employee directors ("Outside Directors") of Maine Public Service Company
("Company") with the interests of the Company's shareholders. Under the Plan, each
Outside Director is to receive a quarterly grant of Company stock, as part of his
or her director compensation for the preceding quarter.
2. DEFINITIONS. As used in this Plan, the following capitalized words and phrases
shall have meanings specified, unless the context clearly indicates that a
different meaning is intended:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Company" shall mean Maine Public Service Company.
(c) "Director" or "Outside Director" shall mean a non-employee director of the
Company.
(d) "Plan" shall mean the Maine Public Service Company Stock Plan for Outside
Directors.
(e) "Share" shall mean a share of Common Stock of the Company.
(f) "Treasury Shares" shall mean shares of Common Stock that have previously been
issued and subsequently reacquired by the Company, but which remain part of the
authorized capital stock of the Company.
3. QUARTERLY GRANT OF SHARES. As of the last day of March, June, September and
December of each year (each such date being a "grant date"), and without further
action by the Board or the shareholders, each Outside Director shall receive a
grant of Shares having a value of five hundred dollars ($500), as determined
below, rounded down to the nearest whole number of Shares, plus cash in lieu of
any fractional shares. Provided, however, that a person who became an Outside
Director after the first business day of the relevant quarter, or whose service as
an Outside Director terminated (due to retirement, resignation, removal,
employment by the Company, or otherwise) before the last business day of the
quarter, shall receive a reduced number of Shares, based on the number of calendar
days in office as an Outside Director divided by the total number of calendar days
in the quarter. The Company shall issue certificates for the granted Shares to
each relevant Director within 30 days after the grant date.
4. DETERMINATION OF VALUE OF SHARES. For purposes of the Plan, the per share value
of the Shares shall be determined as of the close of business on the grant date
and shall be deemed equal to the closing price of the Common Stock on that date,
as last reported on the American Stock Exchange or such other national securities
exchange on which the Common Stock is then principally listed or admitted to
trading.
(If the Common Stock is not listed or admitted to trading on any national
securities exchange, the last quoted price (or, if not so quoted, the average of
the high bid and low asked prices) in the over-the-counter market, as reported on
Nasdaq or such other system then in use; or, if no bids for the Common Stock are
quoted by any such organization, the average of the closing bid and asked prices
as furnished by a professional market maker making a market in the Common Stock as
selected by the Board.)
5. VESTING AND TRANSFER OF SHARES. Shares shall be deemed earned and fully vested
upon receipt. Certificates for Shares may bear an appropriate legend noting
transfer restrictions, if any, under applicable securities laws. Transfer of the
Shares may require compliance with preclearance policies of the Company, or other
applicable procedures regarding transfer.
6. USE OF TREASURY SHARES. The Shares issued under the Plan shall consist of
Treasury Shares, if and to the extent available, and otherwise shall consist of
stock other than Treasury Shares.
7. TAX WITHHOLDINGS. The receipt of Shares will constitute income to the Director
under applicable income tax laws. The Company may, without limitation, offset
other cash payments to the Director in order to satisfy applicable withholding
requirements in respect of each grant of Shares.
8. CONTINUED SERVICE AS A DIRECTOR. Neither the Plan nor any grant of Shares shall
limit or otherwise affect the right of the Board or the shareholders to terminate
the service of a Director.
9. INTERPRETATION, AMENDMENT, AND TERMINATION. The Board shall have authority to
interpret the Plan, and all such interpretations shall be binding on the Company,
the Directors, and the shareholders. The Board shall have authority to amend the
Plan or terminate the Plan at any time. Except as the Board may otherwise
determine, the Plan shall terminate upon consummation of any merger in which the
Company is not the surviving corporation or upon consummation of a sale of all
assets of the Company.
10. GOVERNING LAW. The Plan shall be governed by and construed in accordance with
the laws of the State of Maine.
Exhibit 5
VERRILL & DANA, LLP
ONE PORTLAND SQUARE
PORTLAND, MAINE 04112-0586
207-774-4000 * FAX 207-774-7499
March 8, 2000
Maine Public Service Company
P.O. Box 1209
Presque Isle, ME 04769
Re: Stock Plan for Outside Directors --
Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration Statement") of Maine Public Service Company, a
Maine corporation (the "Company"), relating to the registration of 20,000 shares (the "Shares") of the Company's Common
Stock, par value $7.00 per share, proposed to be issued by the Company in connection with the Company's Stock Plan for
Outside Directors (the "Plan"). It is our understanding that the Registration Statement is to be filed with the Securities and
Exchange Commission on or about March 9, 2000.
We have examined the originals, or photostatic or certified copies, of such records and certificates of the Company, such
certificates of public officials and of officers of the Company, and such other documents as we have deemed relevant. In
such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. We have also assumed the accuracy and completeness of statements of fact
contained in such documents.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued
in accordance with the terms of the Plan, will be validly issued, fully paid, and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of
1933 or the General Rules and Regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Verrill & Dana, LLP
GSF/bjt
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Maine Public Service
Company of our report dated February 12, 1999 relating to the financial statements, which report appears in the 1998
Annual Report to Shareholders of Maine Public Service Company, which is incorporated by reference in Maine Public
Service Company's Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Portland, Maine
March 8, 2000