SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              ---------------------

                           CENTRAL MAINE POWER COMPANY
             (Exact name of registrant as specified in its charter)

          Maine                                        01-0042740
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

  
                83 Edison Drive, Augusta, Maine 04336 (Address of
                          principal executive offices)
                             ----------------------

                           CENTRAL MAINE POWER COMPANY
                            LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                 David E. Marsh
                                  Anne M. Pare
                           Central Maine Power Company
                                 83 Edison Drive
                              Augusta, Maine 04336
                     (Name and address of agent for service)
                                 (207) 623-3521
          (Telephone number, including area code, of agent for service)
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
                                      Proposed      Proposed
Title of                               maximum      maximum
securities                             offering     aggregate        Amount of
to be                Amount to be     price per     offering       registration
registered           registered(1)    share (2)     price (2)       fee (2)
-----------------------------------------------------------------------------

Common Stock, $5.00    3,244,270      $17.53125       $56,876,108    $16,778.45
par value
-----------------------------------------------------------------------------

(1)In addition,  pursuant to Rule 416(a) under the  Securities  Act of 1933,  as
   amended,  this Registration  Statement also covers an indeterminate number of
   additional  shares that may be offered or issued in  connection  with a stock
   split, stock dividend or similar transaction.
(2)Estimated solely for the purpose of determining the registration fee pursuant
   to Rule  457(h) on the basis of the  average  of the high  ($17.625)  and low
   ($17.4375)  prices of Central  Maine Power Company  Common  Stock,  par value
   $5.00,  reported on the New York Stock Exchange on April 3, 1998,  which date
   is within five (5) business days of the filing hereof.


<PAGE>





ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The documents listed in (a) through (c) below are hereby  incorporated
by reference in this Registration Statement by reference. All documents filed by
Central Maine Power Company (the "Company")  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act") after the filing of this Registration Statement and prior to the filing of
a  post-effective  amendment  which  indicates  that all  securities  registered
hereunder 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 a part hereof from the date of the filing of such documents.

          (a) The Annual  Report on Form 10-K of the Company for the fiscal year
ended December 31, 1997, filed with the Commission on March 27, 1998;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Exchange Act since December 31, 1997; and

          (c) The  description of the Company's  Common Stock,  $5.00 par value,
contained  in the  Company's  registration  statement on Form S-3 filed with the
Securities and Exchange Commission on September 4, 1990 under the Securities Act
of 1933,  as  updated  below in Item 4,  Description  of Common  Stock,  of this
Registration Statement.


ITEM 4.   DESCRIPTION OF COMMON STOCK

          The following  statements  constitute a brief  outline of  information
relating to the Common Stock of the Company and are qualified in their  entirety
by the detailed  provisions of the Articles of Incorporation  and By-Laws of the
Company, as amended,  and the Company's General and Refunding Mortgage Indenture
under which the Company's mortgage bonds are outstanding (the "Indenture").  The
Company's  authorized  Common  Stock  consists of  80,000,000  shares,  of which
32,442,752 shares are outstanding.

          Dividend  Rights.  After payment or provision for payment of dividends
on all outstanding  shares of the Company's  Preferred Stock and of all past due
mandatory  sinking or purchase fund  requirements  on the Preferred  Stock,  and
subject to limitations in the Company's Articles of Incorporation and Indenture,
dividends may be paid on the Common Stock out of any funds legally available for
the purpose when  declared by the Board of  Directors.  As of December 31, 1997,
retained  earnings  of  $18.6  million  were not  restricted  as to  payment  of
dividends on Common Stock under the most restrictive of these  limitations.  The
limitations  also  apply to any other  distributions  made by the  Company  with
respect to its Common Stock (other than  dividends  payable in Common  Stock) or
any repurchases by the Company of shares of its Common Stock.

          Voting Rights.  The Common Stock and the Company's 6% Preferred  Stock
are entitled to general voting rights. The Common Stock is entitled to one-tenth
vote per  share and the 6%  Preferred  Stock to one vote per  share.  Cumulative
voting is generally applicable to elections of directors.

          If dividends payable on the Company's  outstanding  Preferred Stock of
all  classes  and series are in arrears in an amount  equal to four or more full
quarterly dividends then, until all dividends in default on said Preferred Stock
shall have been paid,  the holders of the  Preferred  Stock,  voting as a class,
have the right to elect the smallest number of directors necessary to constitute
a majority of the full Board of Directors,  the minority directors being elected
by the holders of Common Stock and other stock  entitled to the general right to
vote with the Common Stock, voting as a class.

          Holders of the Preferred Stock are entitled to vote on certain matters
relating to changes in the capital  structure of the Company,  authorization  of
stock ranking prior to or on parity with Preferred Stock, changes in the express
terms of any Preferred Stock in a manner prejudicial to its holders, and certain
other  matters.  In some  cases  the right to vote only  applies  under  certain
circumstances.  Except as otherwise provided by applicable law, the matters upon
which the holders of Preferred Stock are entitled to vote, their relative voting
powers  and the  vote  required  are set  forth  in the  Company's  Articles  of
Incorporation and By-Laws.

          Liquidation  Rights.  The holders of the Common  Stock are entitled to
share  ratably in all net assets of the Company  remaining  after payment of the
Company's  debts and payments to the holders of the Preferred  Stock of the full
preferential amounts to which they are entitled.

          Preemptive  Rights.  Holders of the Common Stock and  Preferred  Stock
have no preemptive or preferential  right to subscribe to or purchase any shares
of any class of the Company,  or any security  convertible  into or exchangeable
for any such shares.

     Conversion Rights. The Common Stock is not convertible into or exchangeable
for any shares of any other class or any other securities of the Company.

     Provisions  Relating  to Change  in  Control.  The  Company's  Articles  of
Incorporation  and  By-Laws  contain  provisions  that  could have the effect of
delaying,  deferring or  preventing  a change in control of the  Company.  These
provisions are summarized below.

          Corporate  Governance  Provisions.  These provisions establish (i) the
classification of directors into three classes, with their respective tenures of
office  arranged  so that the term of one class will  expire in each  year,  the
total number of directors to be twelve  initially and thereafter to be not fewer
than nine nor more than eighteen as determined by resolution of the Board;  (ii)
that,  subject  to any  controlling  provision  of Maine law,  directors  can be
removed only for cause and then only if by affirmative vote of 80 percent of the
combined voting power of the outstanding  shares of capital stock of all classes
and  series  of the  Company  entitled  to vote  generally  in the  election  of
directors of the Company (the "Voting  Stock") and vacancies on the Board can be
filled only by a majority vote of directors then in office; (iii) that the Board
of Directors is permitted to consider certain  factors,  including the interests
of  constituencies  other than  investors,  in evaluating  certain  transactions
involving the Company;  and (iv) that an  affirmative  vote of 80 percent of the
combined voting power of the Voting Stock, voting together as a single class, is
required  to amend  the  Corporate  Governance  Provisions  of the  Articles  of
Incorporation  and  the  relevant  provisions  of  the  By-Laws.  The  Corporate
Governance   Provisions  also  contain   provisions   concerning  the  power  of
shareholders to fill vacancies in the Company's Board of Directors.

          Fair Price  Provisions.  The Fair Price  Provisions  are  designed  to
ensure that under certain circumstances all shareholders receive a minimum price
in the event of a Business Combination  initiated by a holder of at least 10% of
the Voting Stock of the Company (an  "Interested  Shareholder").  The Fair Price
Provisions  require  the  approval  of the holders of at least 80 percent of the
combined voting power of the then outstanding shares of Voting Stock,  voting as
a single class  (including at least  two-thirds of the combined  voting power of
the  outstanding  shares of Voting  Stock not  beneficially  owned,  directly or
indirectly,  by  any  Interested  Shareholder)  (i)  for  Business  Combinations
involving the Company and any  Interested  Shareholder,  unless (x) the Business
Combination is approved by a majority of disinterested  directors or (y) certain
minimum price and procedural criteria are met and (ii) to alter, amend or repeal
the Fair Price Provisions or to adopt any provision inconsistent therewith.  The
term  "Business  Combination"  is defined in the  Articles of  Incorporation  to
consist  of  certain  transactions  with an  Interested  Shareholder,  including
without limitation, mergers, consolidations,  dispositions of assets aggregating
$5 million or more and the issuance of $5 million or more of securities.

     Liability to  Assessment.  The presently  outstanding  shares of the Common
Stock are fully paid and non-assessable.

     Listing.  The  outstanding  Common  Stock is listed  on the New York  Stock
Exchange.

     Transfer Agent and Registrar.  The transfer agent and the registrar for the
Common Stock is BankBoston, N.A. of Boston, Massachusetts.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Subsection  1 of Section  719 of the Maine  Business  Corporation  Act
empowers  a  corporation  to  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director,  officer,  trustee, partner,  fiduciary,  employee or agent of another
corporation,  partnership,  joint  venture,  trust,  pension  or other  employee
benefit plan or other enterprise,  against expenses,  including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or  proceeding;  provided that no
indemnification  may be provided for any person with respect to any matter as to
which he shall have been finally  adjudicated  not to have acted  honestly or in
the  reasonable  belief  that  his  action  was in or not  opposed  to the  best
interests of the  corporation  or its  shareholders  or, in the case of a person
serving as a fiduciary of an employee  benefit plan or trust,  in or not opposed
to  the  best  interests  of  that  plan  or  trust,  or  its   participants  or
beneficiaries  or,  with  respect  to any  criminal  action or  proceeding,  had
reasonable  cause to believe that his conduct was unlawful.  The  termination of
any action, suit or proceeding by judgment,  order or conviction adverse to such
person, or by settlement or plea of nolo contendere or its equivalent, shall not
of itself create a  presumption  that such person did not act honestly or in the
reasonable belief that his action was in or not opposed to the best interests of
the  corporation  or its  shareholders,  or in the case of a person serving as a
fiduciary of an employee  benefit  plan or trust,  in or not opposed to the best
interests of that plan or trust, or its participants or beneficiaries  and, with
respect to any criminal  action or proceeding,  had reasonable  cause to believe
that his conduct was unlawful.

          Section  719  further  provides  that to the extent  that a  director,
officer,  employee or agent of a corporation has been unsuccessful on the merits
or  otherwise  in defense  of any  action,  suit or  proceeding  referred  to in
subsection  1 of  Section  719,  or in  defense  of any  claim,  issue or matter
referred  to  therein,  he  shall be  indemnified  against  expenses,  including
attorneys'  fees,   actually  and  reasonably  incurred  by  him  in  connection
therewith;  that the  indemnification  provided  for by Section 719 shall not be
deemed  exclusive  of any other  rights to which  the  indemnified  party may be
entitled under any by-law,  agreement,  vote of  stockholders,  or disinterested
directors or otherwise;  and that a corporation shall have the power to purchase
and  maintain  insurance  on  behlaf  of any  person  who is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, trustee, partner, fiduciary,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
pension or other employee benefit plan or other enterprise against any liability
asserted  against him and inccurred by him in such  capacity,  or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under Section 719.

          The By-laws of the Registrant  provide, in effect, that the Registrant
will  provide  the  indemnity  described  in Section  719 of the Maine  Business
Corporation Act, to the extent and under the  circumstances  described  therein.
The  By-laws  also  provide  that the  Registrant  (i)  shall  have the power to
purchase insurance on behalf of any director, officer, employee or agent against
any liability and expenses  incurred in connection  with any  proceedings to the
extent permitted by applicable law.


ITEM 8.   EXHIBITS

          The following exhibits are filed herewith:

          Exhibit No.

              (4)   Central Maine Power Company Long-Term Incentive Plan,
as Amended and Restated April 1998

              (23) Consent of Coopers & Lybrand L.L.P.

              (24) Power of Attorney (included on page 7)



<PAGE>


ITEM 9.   UNDERTAKINGS

The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                (i)      to include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                (ii)     to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement; and

                (iii)    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;

provided,  however,  that  paragraphs  (i)  and  (ii)  shall  not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant, pursuant to
Section 13 or Section  15(d) of the  Securities  Exchange Act of 1934,  that are
incorporated by reference in the Registration Statement.

          (2) 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) 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.

          (b) 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.

          (c)  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 of  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 his counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  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.


                                POWER OF ATTORNEY

          Each person whose  signature  appears below  authorizes  any agent for
service named in this Registration Statement to execute in the name of each such
person,  and to file  with the  Commission,  any and all  amendments,  including
post-effective  amendments, to the Registration Statement, and appoints any such
agent for service as  attorney-in-fact to sign on his behalf individually and in
each  capacity  stated below and file any such  amendments  to the  Registration
Statement,  and the Registrant hereby confers like authority to sign and file on
its behalf.




<PAGE>


                                   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 Augusta, Maine, on the 8th day of April, 1998.
                           CENTRAL MAINE POWER COMPANY


                            By: /s/ David T. Flanagan
                      President and Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

Signature                      Title                             Date

/s/ David E. Marsh             Chief Financial Officer       April 8, 1998


/s/ Michael W. Caron           Comptroller                   April 8, 1998


/s/ David M. Jagger            Chairman of the Board of
                                Directors                    April 8, 1998


/s/ Charles H. Abbott          Vice Chairman of the Board
                                 of Directors                April 8, 1998


/s/ Charleen M. Chase          Director                      April 8, 1998


/s/ Duane D. Fitzgerald        Director                      April 8, 1998


/s/ Robert H. Gardiner         Director                      April 8, 1998


/s/ Peter J. Moynihan          Director                      April 8, 1998


                               Director                      April      , 1998

William J. Ryan

                               Director                      April      , 1998

Kathryn M. Weare

                               Director                      April      , 1998

Lyndel J. Wishcamper


<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              ---------------------

                           CENTRAL MAINE POWER COMPANY
             (Exact name of registrant as specified in its charter)

          Maine                                        01-0042740
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

  
                83 Edison Drive, Augusta, Maine 04336 (Address of
                          principal executive offices)
                             ----------------------

                           CENTRAL MAINE POWER COMPANY
                            LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                 David E. Marsh
                                  Anne M. Pare
                           Central Maine Power Company
                                 83 Edison Drive
                              Augusta, Maine 04336
                     (Name and address of agent for service)
                                 (207) 623-3521
          (Telephone number, including area code, of agent for service)
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
                                      Proposed      Proposed
Title of                               maximum      maximum
securities                             offering     aggregate        Amount of
to be                Amount to be     price per     offering       registration
registered           registered(1)    share (2)     price (2)       fee (2)
-----------------------------------------------------------------------------

Common Stock, $5.00    3,244,270      $17.53125       $56,876,108    $16,778.45
par value
-----------------------------------------------------------------------------

(1)In addition,  pursuant to Rule 416(a) under the  Securities  Act of 1933,  as
   amended,  this Registration  Statement also covers an indeterminate number of
   additional  shares that may be offered or issued in  connection  with a stock
   split, stock dividend or similar transaction.
(2)Estimated solely for the purpose of determining the registration fee pursuant
   to Rule  457(h) on the basis of the  average  of the high  ($17.625)  and low
   ($17.4375)  prices of Central  Maine Power Company  Common  Stock,  par value
   $5.00,  reported on the New York Stock Exchange on April 3, 1998,  which date
   is within five (5) business days of the filing hereof.
ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The documents listed in (a) through (c) below are hereby  incorporated
by reference in this Registration Statement by reference. All documents filed by
Central Maine Power Company (the "Company")  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act") after the filing of this Registration Statement and prior to the filing of
a  post-effective  amendment  which  indicates  that all  securities  registered
hereunder 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 a part hereof from the date of the filing of such documents.

          (a) The Annual  Report on Form 10-K of the Company for the fiscal year
ended December 31, 1997, filed with the Commission on March 27, 1998;

     (b) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Exchange Act since December 31, 1997; and

          (c) The  description of the Company's  Common Stock,  $5.00 par value,
contained  in the  Company's  registration  statement on Form S-3 filed with the
Securities and Exchange Commission on September 4, 1990 under the Securities Act
of 1933,  as  updated  below in Item 4,  Description  of Common  Stock,  of this
Registration Statement.

ITEM 4.   DESCRIPTION OF COMMON STOCK

          The following  statements  constitute a brief  outline of  information
relating to the Common Stock of the Company and are qualified in their  entirety
by the detailed  provisions of the Articles of Incorporation  and By-Laws of the
Company, as amended,  and the Company's General and Refunding Mortgage Indenture
under which the Company's mortgage bonds are outstanding (the "Indenture").  The
Company's  authorized  Common  Stock  consists of  80,000,000  shares,  of which
32,442,752 shares are outstanding.

          Dividend  Rights.  After payment or provision for payment of dividends
on all outstanding  shares of the Company's  Preferred Stock and of all past due
mandatory  sinking or purchase fund  requirements  on the Preferred  Stock,  and
subject to limitations in the Company's Articles of Incorporation and Indenture,
dividends may be paid on the Common Stock out of any funds legally available for
the purpose when  declared by the Board of  Directors.  As of December 31, 1997,
retained  earnings  of  $18.6  million  were not  restricted  as to  payment  of
dividends on Common Stock under the most restrictive of these  limitations.  The
limitations  also  apply to any other  distributions  made by the  Company  with
respect to its Common Stock (other than  dividends  payable in Common  Stock) or
any repurchases by the Company of shares of its Common Stock.

          Voting Rights.  The Common Stock and the Company's 6% Preferred  Stock
are entitled to general voting rights. The Common Stock is entitled to one-tenth
vote per  share and the 6%  Preferred  Stock to one vote per  share.  Cumulative
voting is generally applicable to elections of directors.

          If dividends payable on the Company's  outstanding  Preferred Stock of
all  classes  and series are in arrears in an amount  equal to four or more full
quarterly dividends then, until all dividends in default on said Preferred Stock
shall have been paid,  the holders of the  Preferred  Stock,  voting as a class,
have the right to elect the smallest number of directors necessary to constitute
a majority of the full Board of Directors,  the minority directors being elected
by the holders of Common Stock and other stock  entitled to the general right to
vote with the Common Stock, voting as a class.

          Holders of the Preferred Stock are entitled to vote on certain matters
relating to changes in the capital  structure of the Company,  authorization  of
stock ranking prior to or on parity with Preferred Stock, changes in the express
terms of any Preferred Stock in a manner prejudicial to its holders, and certain
other  matters.  In some  cases  the right to vote only  applies  under  certain
circumstances.  Except as otherwise provided by applicable law, the matters upon
which the holders of Preferred Stock are entitled to vote, their relative voting
powers  and the  vote  required  are set  forth  in the  Company's  Articles  of
Incorporation and By-Laws.

          Liquidation  Rights.  The holders of the Common  Stock are entitled to
share  ratably in all net assets of the Company  remaining  after payment of the
Company's  debts and payments to the holders of the Preferred  Stock of the full
preferential amounts to which they are entitled.

          Preemptive  Rights.  Holders of the Common Stock and  Preferred  Stock
have no preemptive or preferential  right to subscribe to or purchase any shares
of any class of the Company,  or any security  convertible  into or exchangeable
for any such shares.

     Conversion Rights. The Common Stock is not convertible into or exchangeable
for any shares of any other class or any other securities of the Company.

     Provisions  Relating  to Change  in  Control.  The  Company's  Articles  of
Incorporation  and  By-Laws  contain  provisions  that  could have the effect of
delaying,  deferring or  preventing  a change in control of the  Company.  These
provisions are summarized below.

          Corporate  Governance  Provisions.  These provisions establish (i) the
classification of directors into three classes, with their respective tenures of
office  arranged  so that the term of one class will  expire in each  year,  the
total number of directors to be twelve  initially and thereafter to be not fewer
than nine nor more than eighteen as determined by resolution of the Board;  (ii)
that,  subject  to any  controlling  provision  of Maine law,  directors  can be
removed only for cause and then only if by affirmative vote of 80 percent of the
combined voting power of the outstanding  shares of capital stock of all classes
and  series  of the  Company  entitled  to vote  generally  in the  election  of
directors of the Company (the "Voting  Stock") and vacancies on the Board can be
filled only by a majority vote of directors then in office; (iii) that the Board
of Directors is permitted to consider certain  factors,  including the interests
of  constituencies  other than  investors,  in evaluating  certain  transactions
involving the Company;  and (iv) that an  affirmative  vote of 80 percent of the
combined voting power of the Voting Stock, voting together as a single class, is
required  to amend  the  Corporate  Governance  Provisions  of the  Articles  of
Incorporation  and  the  relevant  provisions  of  the  By-Laws.  The  Corporate
Governance   Provisions  also  contain   provisions   concerning  the  power  of
shareholders to fill vacancies in the Company's Board of Directors.

          Fair Price  Provisions.  The Fair Price  Provisions  are  designed  to
ensure that under certain circumstances all shareholders receive a minimum price
in the event of a Business Combination  initiated by a holder of at least 10% of
the Voting Stock of the Company (an  "Interested  Shareholder").  The Fair Price
Provisions  require  the  approval  of the holders of at least 80 percent of the
combined voting power of the then outstanding shares of Voting Stock,  voting as
a single class  (including at least  two-thirds of the combined  voting power of
the  outstanding  shares of Voting  Stock not  beneficially  owned,  directly or
indirectly,  by  any  Interested  Shareholder)  (i)  for  Business  Combinations
involving the Company and any  Interested  Shareholder,  unless (x) the Business
Combination is approved by a majority of disinterested  directors or (y) certain
minimum price and procedural criteria are met and (ii) to alter, amend or repeal
the Fair Price Provisions or to adopt any provision inconsistent therewith.  The
term  "Business  Combination"  is defined in the  Articles of  Incorporation  to
consist  of  certain  transactions  with an  Interested  Shareholder,  including
without limitation, mergers, consolidations,  dispositions of assets aggregating
$5 million or more and the issuance of $5 million or more of securities.

     Liability to  Assessment.  The presently  outstanding  shares of the Common
Stock are fully paid and non-assessable.

     Listing.  The  outstanding  Common  Stock is listed  on the New York  Stock
Exchange.

     Transfer Agent and Registrar.  The transfer agent and the registrar for the
Common Stock is BankBoston, N.A. of Boston, Massachusetts.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Subsection  1 of Section  719 of the Maine  Business  Corporation  Act
empowers  a  corporation  to  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director,  officer,  trustee, partner,  fiduciary,  employee or agent of another
corporation,  partnership,  joint  venture,  trust,  pension  or other  employee
benefit plan or other enterprise,  against expenses,  including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or  proceeding;  provided that no
indemnification  may be provided for any person with respect to any matter as to
which he shall have been finally  adjudicated  not to have acted  honestly or in
the  reasonable  belief  that  his  action  was in or not  opposed  to the  best
interests of the  corporation  or its  shareholders  or, in the case of a person
serving as a fiduciary of an employee  benefit plan or trust,  in or not opposed
to  the  best  interests  of  that  plan  or  trust,  or  its   participants  or
beneficiaries  or,  with  respect  to any  criminal  action or  proceeding,  had
reasonable  cause to believe that his conduct was unlawful.  The  termination of
any action, suit or proceeding by judgment,  order or conviction adverse to such
person, or by settlement or plea of nolo contendere or its equivalent, shall not
of itself create a  presumption  that such person did not act honestly or in the
reasonable belief that his action was in or not opposed to the best interests of
the  corporation  or its  shareholders,  or in the case of a person serving as a
fiduciary of an employee  benefit  plan or trust,  in or not opposed to the best
interests of that plan or trust, or its participants or beneficiaries  and, with
respect to any criminal  action or proceeding,  had reasonable  cause to believe
that his conduct was unlawful.

          Section  719  further  provides  that to the extent  that a  director,
officer,  employee or agent of a corporation has been unsuccessful on the merits
or  otherwise  in defense  of any  action,  suit or  proceeding  referred  to in
subsection  1 of  Section  719,  or in  defense  of any  claim,  issue or matter
referred  to  therein,  he  shall be  indemnified  against  expenses,  including
attorneys'  fees,   actually  and  reasonably  incurred  by  him  in  connection
therewith;  that the  indemnification  provided  for by Section 719 shall not be
deemed  exclusive  of any other  rights to which  the  indemnified  party may be
entitled under any by-law,  agreement,  vote of  stockholders,  or disinterested
directors or otherwise;  and that a corporation shall have the power to purchase
and  maintain  insurance  on  behlaf  of any  person  who is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, trustee, partner, fiduciary,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
pension or other employee benefit plan or other enterprise against any liability
asserted  against him and inccurred by him in such  capacity,  or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under Section 719.

          The By-laws of the Registrant  provide, in effect, that the Registrant
will  provide  the  indemnity  described  in Section  719 of the Maine  Business
Corporation Act, to the extent and under the  circumstances  described  therein.
The  By-laws  also  provide  that the  Registrant  (i)  shall  have the power to
purchase insurance on behalf of any director, officer, employee or agent against
any liability and expenses  incurred in connection  with any  proceedings to the
extent permitted by applicable law.

ITEM 8.   EXHIBITS

          The following exhibits are filed herewith:

          Exhibit No.

              (4)   Central Maine Power Company Long-Term Incentive Plan,
as Amended and Restated April 1998

              (23) Consent of Coopers & Lybrand L.L.P.

              (24) Power of Attorney (included on page 7)
ITEM 9.   UNDERTAKINGS

The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                (i)      to include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                (ii)     to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement; and

                (iii)    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;

provided,  however,  that  paragraphs  (i)  and  (ii)  shall  not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant, pursuant to
Section 13 or Section  15(d) of the  Securities  Exchange Act of 1934,  that are
incorporated by reference in the Registration Statement.

          (2) 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) 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.

          (b) 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.

          (c)  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 of  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 his counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  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.

                                POWER OF ATTORNEY

          Each person whose  signature  appears below  authorizes  any agent for
service named in this Registration Statement to execute in the name of each such
person,  and to file  with the  Commission,  any and all  amendments,  including
post-effective  amendments, to the Registration Statement, and appoints any such
agent for service as  attorney-in-fact to sign on his behalf individually and in
each  capacity  stated below and file any such  amendments  to the  Registration
Statement,  and the Registrant hereby confers like authority to sign and file on
its behalf.
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 Augusta, Maine, on the 8th day of April, 1998.
                           CENTRAL MAINE POWER COMPANY

                            By: /s/ David T. Flanagan
                      President and Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

Signature                      Title                             Date

/s/ David E. Marsh             Chief Financial Officer       April 8, 1998

/s/ Michael W. Caron           Comptroller                   April 8, 1998

/s/ David M. Jagger            Chairman of the Board of
                                Directors                    April 8, 1998

/s/ Charles H. Abbott          Vice Chairman of the Board
                                 of Directors                April 8, 1998

/s/ Charleen M. Chase          Director                      April 8, 1998

/s/ Duane D. Fitzgerald        Director                      April 8, 1998

/s/ Robert H. Gardiner         Director                      April 8, 1998

/s/ Peter J. Moynihan          Director                      April 8, 1998

                               Director                      April      , 1998

William J. Ryan

                               Director                      April      , 1998

Kathryn M. Weare

                               Director                      April      , 1998

Lyndel J. Wishcamper