SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): January 25, 1996



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




                             Maine 1-5139 01-0042740
               (State of Incorporation) (Commission (IRS Employer
                       File Number) Identification Number)




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



       Registrant's telephone number, including area code: (207) 623-3521














Item 1 through Item 4.  Not applicable.

Item 5.  Other Events.

(a) Filing of Restructuring Proposal

          As previously  reported,  the Maine Legislature in 1995 took action by
legislative  resolve  (the  "Resolve")  to  commence  a  process  of  developing
recommendations for the Maine Public Utilities Commission ("MPUC") on the future
structure of the electric  utility  industry in Maine.  The process included the
appointment  of a "Work  Group on  Electric  Utility  Restructuring"  (the "Work
Group"),  which  was  composed  of  many  diverse  interests  and  charged  with
developing a plan for "the orderly transition to a competitive market for retail
purchases and sales of electric energy" and examining  related issues.  The Work
Group   conducted   discussions   of  issues   involved  in   electric   utility
restructuring,  but was unable to reach a consensus on a recommended plan by its
November 1, 1995, reporting deadline.

          In  addition,  the  Resolve  directed  the MPUC to  conduct a study to
develop at least two plans,  starting the process no later than January 1, 1996,
and submitting a report of its findings,  including the required  plans,  to the
Legislature no later than January 1, 1997. One plan would be designed to achieve
"...full retail market competition for purchases and sales of electric energy by
the year 2000" and the other to achieve a more limited form of competition.  The
Resolve further stated that the findings of the MPUC would have no legal effect,
but that the MPUC's study would  "...provide  information to the  Legislature in
order to allow the  Legislature  to make  informed  decisions  when it evaluates
those plans."

          On  December  12,  1995,  pursuant to the  resolve,  the MPUC issued a
Notice of Inquiry (the "Notice")  initiating  its study.  In the Notice the MPUC
solicited  "...detailed  proposals and plans for achieving retail competition in
Maine by the year 2000" and requested  that the proposals  include  "...specific
plans (including implementation  timetables) for an orderly transition to a more
competitive  market." The Notice required that plans and proposals be filed with
the MPUC by  interested  parties by January 31,  1996,  and  outlined a schedule
calling  for  submittal  of a final  report  by the MPUC to the  Legislature  in
December  1996,  with a draft  report  issued  for  comments  on  July 19  after
completion  of  discovery,  party  conferences,  and  opportunities  for  public
participation.

          On January 31, 1996, the Company filed its restructuring proposal with
the MPUC, along with its initial comments on issues raised by the Legislature in
the  Resolve  and the MPUC in the Notice.  The major  elements of the  Company's
proposed plan as filed are the following:

          (1) The Company's  generating assets,  contracts and obligations would
be separated from its transmission and distribution  assets and obligations into
separate  entities by distributing  shares of the newly formed  transmission and
distribution  company to the Company's  stockholders,  assuming other aspects of
its proposal are accepted.





          (2) Assuming certain necessary changes in the management and operation
of the regional  transmission  grid have been effected,  retail  customers would
begin to have  the  opportunity  to  purchase  unbundled  energy  directly  from
suppliers,  marketers or load  aggregators  by the end of the year 2000,  with a
possible phase-in to total open access to such energy over a period of years.

          (3) Economic and  resource-planning  regulation  of  generation  would
cease,  with the Federal Energy  Regulatory  Commission  ("FERC")  continuing to
regulate  transmission,  and distribution  remaining a franchised monopoly.  The
entity  providing  distribution  services would be subject to  performance-based
regulation of its earnings,  similar to the Company's  present  Alternative Rate
Plan, and the current "duty to serve" all customers  would be replaced by a duty
to connect customers to allow them access to the retail generation market.

          (4) Full  recovery of  strandable  costs  would be achieved  through a
transition charge to all retail  customers,  and  generation-related  strandable
costs would be recovered  through a transition  contract  between the generation
company and the transmission and distribution  company.  Amounts recovered would
include the costs of fulfilling  obligations  under  contracts with  non-utility
generators,  as well as investments (and returns thereon) and other  obligations
undertaken by the Company in fulfilling its legal duty to serve, with incentives
for the Company to mitigate such costs where mitigation can be achieved.

          In its proposal the Company  estimates  that its potential  strandable
cost  exposure,  as of December 31, 1995,  could be as much as $2 billion,  with
above-market  purchased-power  contracts with non-utility generators responsible
for  approximately  60 percent of that amount and deferred  "regulatory  assets"
approximately 25 percent.

          In addition to a detailed  description of the elements of its proposal
and their implementation  mechanics,  the Company's submittal contains responses
to the issue-based  questions  specifically  posed in the Resolve and the Notice
and an  identification  of the  overriding  changes in current law that would be
required to implement the Company's proposal.

          The Company believes there are many uncertainties  associated with any
major  restructuring of the electric utility industry in Maine.  Among them are:
the  positions  that  will  ultimately  be taken  by the  MPUC on the  Company's
proposal and other  options and  proposals  submitted in response to the Notice;
the role of the FERC in any restructuring involving the Company and the ultimate
positions it will take on relevant issues within its jurisdiction; whether or to
what extent the United  States  Congress  will become  involved in  resolving or
redefining the issues through  legislative action and, if so, with what results;
whether the necessary  political consensus can be reached on the significant and



complex  issues  involved  in  changing  the  long-standing   structure  of  the
electric-utility  industry;  and,  particularly with respect to the Company,  to
what extent the Company will be permitted to recover its strandable  costs.  The
Company  cannot predict the results of the filing of its proposal with the MPUC,
what form the  restructuring,  if any, of the electric utility industry in Maine
will take, or what effect any resulting restructuring will have on the Company's
business operations or financial results.


(b) 1995 financial Results Announced

          On January 25, 1996, the Company  announced its financial  results for
1995. The Company reported earnings of $27.8 million ($0.86 per share), compared
with a loss of $33.8 million  ($1.04 per share) in 1994,  and said that the weak
earnings for 1995 reflected the unexpected  repair and  replacement-power  costs
(approximately  $0.70 per share) of having the Maine Yankee Atomic Power Company
nuclear   off-line   for  eleven   months  of  the  year  to  repair   defective
steam-generator  tubes.  The 1994 loss was  attributable to one-time  charges to
earnings that totaled $100.4 million in connection with the negotiated  terms of
the Company's  Alternative Rate Plan ("ARP"),  which became effective January 1,
1995.

          The  Company's  operating  revenues  for  1995  totaled  $916
million,   compared   with  $905  million  in  1994.   Sales  were  9.0  billion
kilowatt-hours  ("kwh") in 1995,  a decrease of two percent from 9.2 billion kwh
in 1994.

          The  Company's  rate of  return  on  equity  ("ROE")  for 1995 was 5.7
percent,  a rate low enough to trigger the sharing  mechanism in the ARP.  Chief
Financial Officer David E. Marsh stated,  however, that the Company intended "to
pursue  options to  minimize  the price  impact of any  sharing  and confine any
increase  below the rate of  inflation",  in accordance  with its 1994 pledge to
confine  increases to such levels for the rest of the decade.  He noted that the
Company had had more than $44 million of unexpected  expenses in 1995 related to
Maine Yankee and an early-retirement program.

Item 6 through Item 8.  Not applicable.





                                    SIGNATURE



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

                                           CENTRAL MAINE POWER COMPANY


                                       By: ----------------------------------
                                           D. E. Marsh
                                           Vice President, Corporate Services,
                                           Treasurer and Chief Financial
                                           Officer

Dated:  February 1, 1996