FORM U-6B-2

                SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.

                      FORM U-6B-2
                   
                   Certificate of Notification

Filed by a registered holding company or subsidiary thereof pursuant to Rule
U-20-(d) adopted under the Public Utility Holding Company Act of 1935.

Certificate is filed by Maine Yankee Atomic Power Company.

This certificate is notice that the above named company has issued, renewed or
guaranteed the security or securities described herein which issue, renewal or
guaranty was exempted from the provisions of Section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48.

Note:  The securities described in this Certificate were issued pursuant to a 
certain Credit Agreement dated April 7, 1998, among Maine Yankee Atomic Power 
Company ("Maine Yankee"), Toronto Dominion (Texas), Inc. ("TD"), individually
and as Administrative Agent and Collateral Agent, and The Bank of New York
("BNY"), individually and as Syndication Agent.

1.   Type of the security or securities.

     Revolving loans.

2.   Issue, renewal or guaranty.

     Renewal.

3.   Principal amount of each security.

     Amounts from $1,000,000 to $19,000,000, aggregating not more
     than $27,500,000 at any time outstanding.

4.   Rate of interest per annum of each security.

     Various rates from 6.8125% to 8.750%, averaging 7.2421%.

5.   Date of issue, renewal or guaranty of each security.

     Various dates from August 11, 1998, to December 23, 1998.

6.  If renewal of security, give date of original issue.

     April 7, 1998.

7.  Date of maturity of each security.

     Various dates from October 13, 1998, to February 16, 1999.

8.  Name of the person to whom each security was issued, renewed or guaranteed.

     TD, BNY, or TD as Administrative Agent.

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9.  Collateral given with each security.

     A security interest, in favor of TD as the Collateral Agent for
     the benefit of the lenders as secured parties, in all of Maine
     Yankee's right, title and interest in, to and under (a) each of 
     the agreements listed in the next succeeding paragraph hereof,
     as the same may be amended or modified from time to time
     (the "Assigned Agreements"), including (i) all rights of Maine 
     Yankee to receive moneys due and to become due under or
     pursuant to the Assigned Agreements (other than amounts paid
     in respect of decommissioning costs for deposit in any
     decommissioning trust maintained by Maine Yankee), (ii) all
      rights of Maine Yankee under any Assigned Agreement to
     receive proceeds of any insurance, indemnity, condemnation, 
     warranty or guaranty, (iii) all claims of Maine Yankee for
     damages arising out of or for breach of or default under any
     Assigned Agreement, and (iv) the right of Maine Yankee,
     subject to necessary regulatory approvals, to terminate, amend,
     supplement or modify any Assigned Agreement, to give any
     waiver, consent, approval or notice thereunder, to make any 
     election thereunder, to perform thereunder and to compel
     performance and to exercise all remedies thereunder, (b) all
     rights of Maine Yankee to receive any refund or similar
     payment of Federal or state income taxes, (c) all rights of
     Maine Yankee in respect of moneys withdrawn from the
     decommissioning trust on account of the market value of
     services provided by the fuel fabricator in settlement of claims 
     against it, (d) all accounts receivable of or amounts payable to
     Maine Yankee under any contract or agreement for the sale of
     nuclear fuel, (e) any other amounts deposited or required to be
     deposited with the collateral agent pursuant to an escrow
     agreement relating to certain unpaid dividends or to certain
     prepayments of loans, and (f) all proceeds of any and all the
     foregoing.

     "Assigned Agreements," as used herein, means the following
     agreements between Maine Yankee and each of its sponsoring
     utility companies:

     (1)  Power Contracts, each dated as of May 20, 1968, as
           amended as of January 1, 1984, March 1, 1984, and
       October 1, 1984;
     (2)  Additional Power Contracts, each dated as of February 1,
       1984;
     (3)  1997 Amendatory Agreements, each dated as of August 6,
       1997; and
     (4)  Capital Funds Agreements, each dated as of May 20,
       1968, as amended as of August 1, 1985.

10.  Consideration received for each security.

     Cash equal to principal amount of security.

11.  Application of proceeds of each security.

     To provide working capital for use in the ordinary course of business.

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12.  Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the provisions
of Section 6(a) because of

   a.  the provisions contained in the first sentence of Section 6(b)__

   b.  the provisions contained in the fourth sentence of Section 6(b)__

   c.  the provisions contained in any rule of the Commission other than
Rule U-48 X (Rule 52)

13.  If the security or securities were exempt from the provisions of Section
   6(a) by virtue of the first sentence of Section 6(b), give the figures which
   indicate that the security or securities aggregate (together with all other
   than outstanding notes and drafts of a maturity of nine months or less,
   exclusive of days of grace, as to which such company is primarily or
   secondarily liable) not more than 5 per centum of the principal amount
   and par value of the other securities of such company than outstanding.
   Not applicable.

14.  If the security or securities are exempt from the provisions of Section
   6(a) because of the fourth sentence of Section 6(b), name the security
   outstanding on January 1, 1935, pursuant to the terms of which the
   security or securities herein described have been issued.  Not applicable.

15.  If the security or securities are exempt from the provisions of Section
   6(a) because of any rule of the Commission other than Rule U-48,
   designate the rule under which exemption is claimed.  Rule 52


                         MAINE YANKEE ATOMIC POWER COMPANY


                         By _______________________________________
                Michael E. Thomas, Vice President and Treasurer



     Date: January 8, 1999

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