UNITED STATES

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:

December 321, 2010

Maine & Maritimes Corporation

(Exact name of registrant as specified in its charter)

ME	333-103749	30-0155348
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)


PO Box 789		04769
(Address of principal executive offices)		(Zip Code)

207 760 2499

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 43.01. ~~Changes~~Notice inof ~~Registrant’s~~Delisting ~~Certifying~~or ~~Accountant~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 221, 2010, ~~Maine~~pursuant &to ~~Maritimes~~an ~~Corporation~~Agreement and Plan of Merger dated as of March 12, 2010 (the “~~Company~~Merger Agreement”), ~~appointed~~by ~~Ernst~~and among Maine & ~~Young~~Maritimes asCorporation, ~~its~~BHE ~~new~~Holdings ~~independent~~Inc., ~~registered~~and ~~public~~BHE ~~accounting~~Holding ~~firm~~Sub asOne ~~approved~~Inc., bya ~~the~~wholly-owned ~~Company’s~~subsidiary ~~Audit~~of ~~Committee~~BHE Holdings Inc. As, ~~previously~~BHE ~~reported~~Holding onSub aOne ~~Form~~Inc. ~~8-K~~merged ~~dated~~with ~~October~~and ~~28,~~into ~~2010,~~Maine ~~Caturano~~& ~~and~~Maritimes ~~Company~~Corporation (“MAM”), ~~Inc.~~with ~~resigned~~MAM asbeing the ~~Company’s~~surviving ~~independent~~entity ~~registered~~and ~~public~~becoming ~~accounting~~a ~~firm~~wholly-owned subsidiary of BHE Holdings Inc. (the “Merger”).

~~Prior~~In toconnection ~~December~~with 2,the ~~2010,~~consummation of the ~~Company~~Merger, ~~did~~MAM ~~not~~notified ~~consult~~NYSE ~~with~~Amex ~~Ernst~~that &on ~~Young~~December ~~regarding~~21, ~~(1)~~2010, ~~the~~each ~~application~~share of ~~accounting~~MAM ~~principles~~common tostock aoutstanding ~~specified~~immediately ~~transaction,~~prior ~~(2)~~to the ~~type~~effective time of ~~audit~~the ~~opinion~~merger ~~that~~was ~~might~~cancelled beand ~~rendered~~converted oninto the ~~Company’s~~right ~~financial~~to ~~statements,~~receive ~~(3)~~cash ~~the provisions~~ of ~~written~~$45.00, orwithout ~~oral~~interest. MAM ~~advice~~requested that ~~would~~the beNYSE anAmex ~~important~~file ~~factor~~with ~~considered by~~ the ~~Company~~Securities inand ~~reaching~~Exchange aCommission ~~decision as to~~ an ~~accounting,~~application ~~auditing~~on orForm ~~financial~~25 ~~reporting~~to ~~issues,~~remove ~~or (4) any matter that was~~ the ~~subject~~shares offrom alisting ~~disagreement~~on ~~between~~ the ~~Company~~NYSE Amex and ~~its~~registration ~~predecessor~~under ~~auditor~~Section ~~as described in Item 304~~12(ab)~~(21)(iv)~~ orof athe ~~reportable~~Securities ~~event~~Exchange asAct ~~described in Item 304(a)(1)(v)~~ of ~~Regulation~~1934, ~~S-K~~as amended.

Item 5.01.

Changes in Control of Registrant.

On December 21, 2010, pursuant to the Merger Agreement, all of MAM’s outstanding common stock was cancelled and converted into the right to receive cash of $45.00 per share, without interest, and MAM became a wholly-owned subsidiary of BHE Holdings Inc. BHE Holdings Inc. paid for the acquisition with cash from its parent company, Emera Inc.

Item 5.02.

Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the Merger and as contemplated in the Merger Agreement, Ms. Deborah L. Gallant and Messrs. Robert E. Anderson, Brent M. Boyles, Michael W. Caron, D. James Daigle, Richard G. Daigle, David N. Felch, Nathan L. Grass, Brian N. Hamel and Lance A. Smith ceased to serve as directors of MAM. Immediately following the Merger, Brent M. Boyles, Brian N. Hamel, Michael W. Caron, Robert Hanf and Chris Huskilson were appointed to the board of the surviving entity by the sole shareholder.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, the Articles of Incorporation of Maine & Maritimes Corporation, as in effect immediately prior to the effective time, were amended in the Merger and, as so amended, became the Second Amended and Restated Articles of Incorporation of MAM, and are attached to this filing in their entirety as Exhibit A.

Item 9.01. Exhibits.

(a) Financial statements:

None

(b) Pro forma financial information:

None

(d) Exhibits

3.1 Second Amended and Restated Articles of Incorporation

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 hereunto duly authorized.

Dated: December 3, 2010
Dated: December 21, 2010
	MAINE & MARITIMES CORPORATION
	By: /s/ Brent M. Boyles
	Brent M. Boyles
	President and CEO

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