SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C.  20549


                                    FORM 10-K

               _X_  Annual Report Pursuant to Section 13 or 15(d)
                -
                     of the Securities Exchange Act of 1934

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                         COMMISSION FILE NUMBER  1-8291

                        GREEN MOUNTAIN POWER CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)

         Vermont                                  03-0127430
         -------                                  ----------
(State  or  other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation  or  organization)

    163  Acorn  Lane
    Colchester,  VT                                           05446
-------------------------------------------------------------------
(Address  of  principal  executive  offices)                      (Zip  Code)

Registrant's  telephone  number,  including  area  code         (802)  864-5731
                                                                ---------------

           Securities registered pursuant to Section 12(b) of the Act:
     Title  of Each Class              Name of each exchange on which registered

COMMON  STOCK,  PAR  VALUE                  NEW  YORK  STOCK  EXCHANGE
  $3.33-1/3  PER  SHARE
________________________________________________________________________
       Securities registered pursuant to Section 12 (g) of the Act:  None
________________________________________________________________________

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.
     Yes  __X__     No  _____
            -
     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  _X_
              -

     THE  AGGREGATE  MARKET  VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT AS OF MARCH 15, 2002, WAS APPROXIMATELY $102,348,759 BASED ON THE
CLOSING  PRICE  OF $17.98 FOR THE COMMON STOCK ON THE NEW YORK STOCK EXCHANGE AS
REPORTED  BY  THE  WALL  STREET  JOURNAL.
     THE  NUMBER  OF  SHARES  OF COMMON STOCK OUTSTANDING ON MARCH 15, 2002, WAS
5,692,367
                       DOCUMENTS INCORPORATED BY REFERENCE
     The  Company's Definitive Proxy Statement relating to its Annual Meeting of
Stockholders  to  be  held  on  May  16,  2002,  to be filed with the Commission
pursuant  to  Regulation  14A  under  the  Securities  Exchange  Act of 1934, is
incorporated  by  reference  in Items 10, 11, 12 and 13 of Part III of this Form
10-K.




2

Green  Mountain  Power  Corporation
Form  10-K  for  the  fiscal  year  ended  December  31,  2001
Table  of  contents                              Page

Part  I,  Item  1,  Business                         3

Item  2,  Properties                              17

Item  3,  Legal  Proceedings                         19

Item  4,  Submission  of  Matters  To  a  Vote  of          19
     Security  Holders

Part  II,  Item  5,  Market  for  Registrant's  Common
     Equity  and  Related  Shareholder  Matters          19

Item  6,  Selected  Financial  Data                    21

Item  7,  Management's  Discussion  and  Analysis          22
     Of  Financial  Condition  and  Results
     Of  Operations

Item  8,  Index  to  Consolidated  Financial  Statements
     and  Notes          39

Item  9,  Changes  In  and  Disagreements  with  Accountants     74
     On  Accounting  and  Financial  Disclosure

Items  10  through  13,  Certain  Officer  information     74

Item  14,  Exhibits,  Financial  Statement  Schedules,     74
     And  Reports  on  Form  8-K





PART  I
     There  are statements in this section that contain projections or estimates
and that are considered to be "forward-looking" as defined by the Securities and
Exchange  Commission  (the "SEC").  In these statements, you may find words such
as  believes,  expects,  plans,  or  similar  words.  These  statements  are not
guarantees  of our future performance.  There are risks, uncertainties and other
factors  that  could  cause actual results to be different from those projected.
Some  of  the  reasons  the results may be different are discussed under Item 7,
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations  ("MD  and  A"),  in  the 2001 Annual Report to Shareholders ("Annual
Report"),  and  in  the  accompanying Notes to Consolidated Financial Statements
("Notes"),  all  included  herein.

ITEM  1.  BUSINESS
THE  COMPANY
     Green  Mountain  Power  Corporation  (the  "Company"  or "GMP") is a public
utility operating company engaged in supplying electrical energy in the State of
Vermont  ("State" or "Vermont") in a territory with approximately one quarter of
the  State's  population.  We serve approximately 87,000 customers.  The Company
was  incorporated  under  the  laws  of  the  State  on  April  7,  1893.

     Our  sources  of  revenue  for  the  year  ended  December 31, 2001 were as
follows:
*     24.6%  from  residential  customers;
*     26.0%  from  small  commercial  and  industrial  customers;
*     18.2%  from  large  commercial  and  industrial  customers;
*     29.6%  from  sales  to  other  utilities;  and
*     1.6%  from  other  sources.
     See the Annual Report and M D and A for further information about revenues.

     During  2001,  our  energy  resources  for  retail  and  wholesale sales of
electricity,  excluding sales made pursuant to the agreement with Morgan Stanley
Capital  Group, Inc. ("MS") discussed under MD and A-Power Contract Commitments,
were  obtained  as  follows:
*     37.4%  from hydroelectric sources (2.4% Company-owned, 0.1% New York Power
Authority  ("NYPA"),  33.2%  Hydro-Quebec  and  1.7%  small  power  producers);
*     30.8%  from  a nuclear generating source (the Vermont Yankee nuclear plant
described  below);
*     3.2%  from  wood;
*     2.0%  from  oil;
*     2.2%  from  natural  gas;  and
*     0.5%  from  wind.
     The  remaining  23.9%  was  purchased  on  a  short-term  basis  from other
utilities  through  the  Independent  System  Operator  of  New England ("ISO"),
formerly  the  New  England  Power  Pool  ("NEPOOL").
     In  2001,  we purchased 93.0% of our energy resources to satisfy our retail
and  wholesale  sales  of  electricity  (including energy purchased from Vermont
Yankee  Nuclear  Power  Corporation  ("Vermont  Yankee" or "VY") and under other
long-term  purchase  arrangements).  See  Note  K  of  Notes.
     A  major source of the Company's power supply is our entitlement to a share
of  the  power  generated  by  the  531  megawatt  (MW)  Vermont  Yankee nuclear
generating  plant  owned and operated by VY.  We have a 17.9% equity interest in
Vermont  Yankee.  For information concerning Vermont Yankee, see Power Resources
-  Vermont  Yankee.
     The  Company  participates  in  NEPOOL,  a regional bulk power transmission
organization  established  to assure reliable and economical power supply in the
Northeast.  The ISO was created to manage the operations of NEPOOL in 1999.  The
ISO  works  as  a clearinghouse for purchasers and sellers of electricity in the
deregulated  wholesale  energy markets. Sellers place bids for the sale of their
generation  or purchased power resources and if demand is high enough the output
from  those  resources is sold.  We must purchase additional electricity to meet
customer  demand  during periods of high usage and to replace energy repurchased
by  Hydro-Quebec  under  an  arrangement negotiated in 1997.  Our costs to serve
demand during such high usage periods such as warmer than normal temperatures in
summer  months  and  to  replace  such  energy  repurchases by Hydro-Quebec rose
substantially  after  the  market  opened to competitive bidding on May 1, 1999.
The  cost of securing future power supplies has also risen in tandem with higher
summer  supply  costs.
     The  Company's  principal  service territory is an area roughly 25 miles in
width  extending 90 miles across north central Vermont between Lake Champlain on
the  west and the Connecticut River on the east.  Included in this territory are
the  cities  and  towns  of  Montpelier,  Barre,  South  Burlington,  Vergennes,
Williston, Shelburne, and Winooski, as well as the Village of Essex Junction and
a  number  of  smaller towns and communities.  We also distribute electricity in
four  separate  areas  located  in  southern  and  southeastern Vermont that are
interconnected with our principal service area through the transmission lines of
Vermont  Electric  Power  Company, Inc. ("VELCO") and others.  Included in these
areas are the communities of Vernon (where the Vermont Yankee plant is located),
Bellows  Falls,  White  River  Junction,  Wilder,  Wilmington  and  Dover.  The
Company's right to distribute electrical service in its service territory is the
utility's  most  important asset.  We supply at wholesale a portion of the power
requirements  of  several  municipalities  and  cooperatives in Vermont.  We are
obligated  to  meet  the  changing  electrical  requirements  of these wholesale
customers,  in contrast to our obligation to other wholesale customers, which is
limited  to  specified  amounts  of capacity and energy established by contract.
     Major  business  activities  in our service areas include computer assembly
and  components  manufacturing  (and  other electronics manufacturing), software
development,  granite  fabrication,  service  enterprises  such  as  government,
insurance,  regional  retail  shopping,  tourism  (particularly  fall and winter
recreation),  and  dairy  and  general  farming.

Operating  statistics  for  the  past  five years are presented in the following
table.

<TABLE>
<CAPTION>

GREEN  MOUNTAIN  POWER  CORPORATION
                          Operating Statistics          For the years ended December 31,

                                                      2001         2000         1999         1998         1997
                                                   -----------  -----------  -----------  -----------  -----------
<S>                                                <C>          <C>          <C>          <C>          <C>
Total capability (MW) . . . . . . . . . . . . . .       408.0        411.1        393.2        396.9        416.9
Net system peak . . . . . . . . . . . . . . . . .       341.2        323.5        317.9        312.5        311.5
                                                   -----------  -----------  -----------  -----------  -----------
Reserve (MW). . . . . . . . . . . . . . . . . . .        66.8         87.6         75.3         84.4        105.4
                                                   ===========  ===========  ===========  ===========  ===========
Reserve % of peak . . . . . . . . . . . . . . . .        19.6%        27.1%        23.7%        27.0%        33.8%
Net Production (MWH**)
Hydro . . . . . . . . . . . . . . . . . . . . . .     951,146    1,053,223    1,095,738      972,723    1,073,246
Wind. . . . . . . . . . . . . . . . . . . . . . .      12,135       12,246        7,956            -            -
Nuclear . . . . . . . . . . . . . . . . . . . . .     736,420      803,303      731,431      607,708      772,030
Conventional steam. . . . . . . . . . . . . . . .   2,670,249    2,704,427    2,328,267      750,602      560,504
Internal combustion . . . . . . . . . . . . . . .      18,291       35,699       12,312       40,148        4,827
Combined cycle. . . . . . . . . . . . . . . . . .      72,653       73,433       99,962      118,322      104,836
                    Total production. . . . . . .   4,460,894    4,682,331    4,275,666    2,489,503    2,515,443
Less non-firm sales to other utilities. . . . . .   2,365,809    2,573,576    2,152,781      499,409      524,192
                                                   -----------  -----------  -----------  -----------  -----------
Production for firm sales . . . . . . . . . . . .   2,095,085    2,108,755    2,122,885    1,990,094    1,991,251
Less firm sales and  lease transmissions. . . . .   1,956,232    1,954,898    1,920,257    1,883,959    1,870,914
                                                   -----------  -----------  -----------  -----------  -----------
Losses and company use (MWH). . . . . . . . . . .     138,853      153,857      202,628      106,134      120,337
                                                   ===========  ===========  ===========  ===========  ===========
Losses as a % of total production . . . . . . . .        3.11%        3.29%        4.74%        4.26%        4.78%
System load factor (***). . . . . . . . . . . . .        70.1%        74.2%        76.2%        72.7%        73.0%
Net Production (% of Total)
Hydro . . . . . . . . . . . . . . . . . . . . . .        21.3%        22.5%        25.6%        39.1%        42.7%
Wind. . . . . . . . . . . . . . . . . . . . . . .         0.3%         0.3%         0.2%         0.0%         0.0%
Nuclear . . . . . . . . . . . . . . . . . . . . .        16.5%        17.1%        17.1%        24.4%        30.6%
Conventional steam. . . . . . . . . . . . . . . .        59.9%        57.8%        54.5%        30.2%        22.3%
Internal combustion . . . . . . . . . . . . . . .         0.4%         0.8%         0.3%         1.6%         0.2%
Combined cycle. . . . . . . . . . . . . . . . . .         1.6%         1.6%         2.3%         4.8%         4.2%
                                                   -----------  -----------  -----------  -----------  -----------
                  Total . . . . . . . . . . . . .       100.0%       100.0%       100.0%       100.0%       100.0%
                                                   ===========  ===========  ===========  ===========  ===========

Sales and Lease Transmissions(MWH)
Residential - GMPC. . . . . . . . . . . . . . . .     549,151      558,682      544,447      533,904      549,259
Commercial & industrial - small . . . . . . . . .     718,969      704,126      688,493      665,707      645,331
Commercial & industrial - large . . . . . . . . .     683,004      683,296      664,110      636,436      608,051
Other . . . . . . . . . . . . . . . . . . . . . .       2,030        6,713        3,138        3,476        3,939
                                                   -----------  -----------  -----------  -----------  -----------
Total retail sales and lease transmissions. . . .   1,953,154    1,952,817    1,900,188    1,839,522    1,806,581
Sales to Municipals & Cooperatives (Rate W) . . .       3,078        2,081       20,069       44,437       64,333
                                                   -----------  -----------  -----------  -----------  -----------
Total Requirements Sales. . . . . . . . . . . . .   1,956,232    1,954,898    1,920,257    1,883,959    1,870,914
Other Sales for Resale. . . . . . . . . . . . . .   2,365,809    2,573,576    2,152,781      499,409      524,192
                                                   -----------  -----------  -----------  -----------  -----------
Total sales and  lease transmissions(MWH) . . . .   4,322,041    4,528,474    4,073,038    2,383,368    2,395,106
                                                   ===========  ===========  ===========  ===========  ===========
Average Number of Electric Customers
Residential . . . . . . . . . . . . . . . . . . .      73,249       72,424       71,515       71,301       70,671
Commercial and industrial small . . . . . . . . .      12,984       12,746       12,438       12,170       11,989
Commercial and industrial large . . . . . . . . .          22           23           23           23           23
Other . . . . . . . . . . . . . . . . . . . . . .          65           65           66           70           75
                                                   -----------  -----------  -----------  -----------  -----------
             Total. . . . . . . . . . . . . . . .      86,320       85,258       84,042       83,564       82,758
                                                   ===========  ===========  ===========  ===========  ===========
Average Revenue Per KWH (Cents)
Residential including lease revenues. . . . . . .       13.33        12.50        12.32        11.56        11.18
Commercial & industrial - small . . . . . . . . .       10.83        10.00         9.88         9.29         9.10
Commercial & industrial - large . . . . . . . . .        7.69         6.51         6.55         6.32         6.22
Total retail including lease. . . . . . . . . . .       10.44         9.52         9.47         8.96         8.79
                                                   ===========  ===========  ===========  ===========  ===========
Average Use and Revenue Per Residential Customer
KWh's including lease transmissions . . . . . . .       7,497        7,717        7,617        7,488        7,772
Revenues including lease revenues . . . . . . . .  $      999   $      965   $      938   $      865   $      869
</TABLE>


 (*)  MW  -  Megawatt  is  one  thousand  kilowatts.
(**)  MWH  -  Megawatt  hour  is  one  thousand  kilowatt  hours.
(***)  Load  factor  is  based  on  net system peak and firm MWH production less
off-system  losses.



STATE  AND  FEDERAL  REGULATION
     General.  The Company is subject to the regulatory authority of the Vermont
Public  Service  Board  ("VPSB"),  which  extends  to retail rates, services and
facilities,  securities  issues and various other matters.  The separate Vermont
Department  of Public Service (the "Department"), created by statute in 1981, is
responsible  for  development  of  energy supply plans for the State of Vermont,
purchases  of  power  as  an  agent  for  the State and other general regulatory
matters.  The VPSB principally conducts quasi-judicial proceedings, such as rate
setting.  The Department, through a Director for Public Advocacy, is entitled to
participate  as  a  litigant  in  such  proceedings  and  regularly  does  so.
     Our  rate tariffs are uniform throughout our service area.  We have entered
into  a  number  of  jobs  incentive  agreements, providing for reduced capacity
charges  to  large  customers  applicable only to new load.  We have an economic
development  agreement  with International Business Machines Corporation ("IBM")
that  provides  for contractually established charges, rather than tariff rates,
for incremental loads.  See Item 7. MD and A - Results of Operations - Operating
Revenues  and  MWh  Sales.
     Our  wholesale rate on sales to two wholesale customers is regulated by the
Federal  Energy  Regulatory  Commission  ("FERC").  Revenues from sales to these
customers  were  less  than  1.0%  of  operating  revenues  for  2001.
     We  provide transmission service to twelve customers within the State under
rates  regulated  by  the FERC; revenues for such services amounted to less than
1.0%  of  the  Company's  operating  revenues  for  2001.
     On  April  24,  1996, the FERC issued Orders 888 and 889 which, among other
things,  required  the  filing  of  open access transmission tariffs by electric
utilities,  and  the  functional  separation  by utilities of their transmission
operations  from  power  marketing operations.  Order 888 also supports the full
recovery  of legitimate and verifiable wholesale power costs previously incurred
under  federal  or  state  regulation.
     On  July  17,  1997, the FERC approved our Open Access Transmission Tariff,
and  on  August  30,  1997 we filed our compliance refund report.  In accordance
with  Order 889, we have also functionally separated our transmission operations
and  filed  with the FERC a code of conduct for our transmission operations.  We
do  not  anticipate  any material adverse effects or loss of wholesale customers
due to the FERC orders mentioned above.  The Open Access tariff could reduce the
amount  of capacity available to the Company from such facilities in the future.
See  Item  7.  MD  and  A  -  Transmission  Expenses.
     The  Company  has  equity  interests  in  Vermont Yankee, VELCO and Vermont
Electric  Transmission  Company,  Inc.  ("VETCO"),  a wholly owned subsidiary of
VELCO.  We have filed an exemption statement under Section 3(a)(2) of the Public
Utility  Holding  Company  Act  of  1935,  thereby  securing  exemption from the
provisions  of  such  Act,  except  for  Section  9(a)(2),  which  prohibits the
acquisition of securities of certain other utility companies without approval of
the  SEC.  The  SEC  has  the  power  to institute proceedings to terminate such
exemption  for  cause.

     Licensing.  Pursuant  to  the  Federal  Power  Act,  the  FERC  has granted
licenses  for  the  following  hydro-electric  projects  owned  by  the Company:

<TABLE>
<CAPTION>


                 Issue Date                 Licensed Period
               ---------------  ----------------------------------------
<S>            <C>              <C>
Project Site:
Bolton. . . .  February 5,1982  February 5,1982 - February 4, 2022
Essex . . . .  March 30, 1995   March 1, 1995 - March 1, 2025
Vergennes . .  June 29, 1999    June 1, 1999 - May 31, 2029
Waterbury . .  July 20, 1954    expired August 31, 2001, renewal pending
</TABLE>




Major  project  licenses  provide  that  after  an initial twenty-year period, a
portion  of the earnings of such project in excess of a specified rate of return
is  to  be  set  aside in appropriated retained earnings in compliance with FERC
Order  #5,  issued  in  1978.  Although the twenty-year periods expired in 1985,
1969  and  1971  in  the  cases  of the Essex, Vergennes and Waterbury projects,
respectively,  the  amounts  appropriated  are  not  material.
     The  relicensing  application  for Waterbury was filed in August 1999.  The
Waterbury reservoir was drained in 2001 to prepare for repairs to the dam by the
State,  presently  estimated for completion in 2004.  Once repairs are complete,
the Company expects the project to be relicensed for a 30 year term and does not
have  any  competition  for  the  Waterbury  license.
     Department  of Public Service Twenty-Year Electric Plan.  In December 1994,
the Department adopted an update of its twenty-year electrical power-supply plan
(the  "Plan")  for the State.  The Plan includes an overview of statewide growth
and  development as they relate to future requirements for electrical energy; an
assessment  of  available  energy  resources; and estimates of future electrical
energy  demand.
     In  June  1996,  we  filed  with  the VPSB and the Department an integrated
resource  plan  pursuant  to  Vermont  Statute 30 V.S.A.   218c.  That filing is
still  pending  before  the  VPSB.

RECENT  RATE  DEVELOPMENTS
     The Company reached a final settlement agreement with the Department in its
1998  rate  case  during November 2000. The final settlement agreement contained
the  following  provisions:

*     The Company received a rate increase of 3.42 percent above existing rates,
beginning  with  bills  rendered  January  23,  2001,  and  prior temporary rate
increases  became  permanent;
*     Rates  were  set  at  levels  that  recover the Company's Hydro-Quebec VJO
contract  costs,  effectively ending the regulatory disallowances experienced by
the  Company  from  1998  through  2000;
*     The  Company  agreed  not  to  seek any further increase in electric rates
prior  to  April  2002 (effective in bills rendered January 2003) unless certain
substantially  adverse  conditions  arise,  including  a  provision  allowing  a
request  for  additional rate relief if power supply costs increase in excess of
$3.75  million  over  forecasted  levels;
*     The  Company  agreed  to  write  off in 2000 approximately $3.2 million in
unrecovered rate case litigation costs, and to freeze its dividend rate until it
successfully replaces short-term credit facilities with long-term debt or equity
financing;
*     Seasonal  rates  were  eliminated  in  April  2001,  which  generated
approximately  $8.5 million in additional cash flow in 2001 that can be utilized
to  offset  increased  costs  during  2002  and  2003;
*     The  Company  agreed  to consult extensively with the Department regarding
capital  spending commitments for upgrading our electric distribution system and
to  adopt  customer  care and reliability performance standards, in a first step
toward  possible  development  of  performance-based  rate-making;
*     The  Company  agreed  to  withdraw its Vermont Supreme Court appeal of the
VPSB's  Order  in  the  1997  rate  case;  and
*     The  Company  agreed to an earnings limitation for its electric operations
in  an amount equal to its allowed rate of return of 11.25 percent, with amounts
earned  over  the  limit  being  used  to  write  off  regulatory  assets.

     The  Company  earned approximately $30,000 in excess of its allowed rate of
return  during  2001  before  writing  off regulatory assets in the same amount.

     On  January  23,  2001,  the  VPSB  approved  the Company's settlement (the
"Settlement  Order")  with  the  Department,  with  two  additional  conditions:
*     The Company and customers shall share equally any premium above book value
realized by the Company in any future merger, acquisition or asset sale, subject
to  an  $8.0  million  limit  on  the  customers'  share;  and
*     The  Company's further investment in non-utility operations is restricted.
     For  further information regarding recent rate developments, see Item 7. MD
and  A  -  Rates,  Liquidity  and  Capital  Resources,  and  Note  I  of  Notes.

SINGLE  CUSTOMER  DEPENDENCE
     The  Company  had  one major retail customer, IBM, metered at two locations
that  accounted  for  13.5  percent,  11.2  percent,  and  11.8 percent of total
operating  revenues,  and  19.2  percent,  16.5  percent and 16.2 percent of the
Company's retail operating revenues in 2001, 2000 and 1999, respectively.  IBM's
percent of total revenues and MWH sales in 2001 increased due to a rate increase
and  a  decrease  in total operating revenues as a result of decreased sales for
resale  pursuant  to  the  MS agreement, which is discussed in greater detail in
Item  7  of  the  MD and A-Power Contract Commitments.  No other retail customer
accounted  for more than 1.0% of our revenue during the past three years.  Under
the  present  regulatory  system,  the  loss  of  IBM as a customer could have a
material  adverse  effect  on  the Company and would require the Company to seek
rate  relief to recover the revenues previously paid by IBM from other customers
in  an  amount  sufficient  to offset the fixed costs that IBM had been covering
through  its  payments.  See  Note  A  of  the  Notes.

COMPETITION  AND  RESTRUCTURING
     Electric  utilities  historically  have  had  exclusive  franchises for the
retail  sale  of  electricity  in  specified  service  territories.  Legislative
authority  has  existed  since  1941 that would permit Vermont cities, towns and
villages  to own and operate public utilities.  Since that time, no municipality
served  by  the  Company  has  established  a  municipal  public  utility.
     During  2001,  the  Town  of  Rockingham  ("Rockingham"), Vermont initiated
inquiries and legal procedures to establish its own electric utility, seeking to
purchase  an  existing  hydro-generation  facility  from  a third party, and the
associated  distribution  plant  owned by the Company within the town.  In March
2002,  voters in Rockingham approved an article authorizing Rockingham to create
a  municipal  utility by acting to acquire a municipal plant which would include
the  Bellows  Falls Hydroelectric facility and the electric distribution systems
of  the  Company and/or Central Vermont Public Service Corporation.  The Company
receives  annual  revenues  of  approximately $4.0 million from its customers in
Rockingham.  Should  Rockingham  create  a  municipal  system, the Company would
vigorously  pursue its right to receive just compensation from Rockingham.  Such
compensation  would  include full reimbursement for Company assets, if acquired,
and  full reimbursement of any other costs associated with the loss of customers
in  Rockingham,  to  assure  that  our  remaining  customers  do not subsidize a
Rockingham  municipal  utility.
     In  1987,  the Vermont General Assembly enacted legislation that authorized
the  Department  to  sell electricity on a significantly expanded basis.  Before
the new law was passed, the Department's authority to make retail sales had been
limited  to  residential  and  farm customers and the Department could sell only
power  that it had purchased from the Niagara and St. Lawrence projects operated
by  the  New  York  Power  Authority.
     Under  the 1987 law, the Department can sell electricity purchased from any
source  at  retail  to all customer classes throughout the State, but only if it
convinces the VPSB and other State officials that the public good will be served
by  such  sales.  Since  1987, the Department has made limited additional retail
sales  of  electricity.  The Department retains its traditional responsibilities
of  public  advocacy  before  the  VPSB  and electricity planning on a statewide
basis.
     In  certain  states  across  the country, including the New England states,
legislation  has  been  enacted  to  allow  retail  customers  to  choose  their
electricity  suppliers,  with  incumbent  utilities  required  to  deliver  that
electricity  over  their  transmission  and  distribution  systems.  Increased
competitive pressure in the electric utility industry may restrict the Company's
ability  to  charge  energy prices sufficient to recover embedded costs, such as
the cost of purchased power obligations or of generation facilities owned by the
Company.  The  amount by which such costs might exceed market prices is commonly
referred  to  as  stranded  costs.
     Regulatory  and  legislative  authorities  at the federal level and in some
states,  including  Vermont  where  legislation  has  not  been  enacted,  are
considering  how  to  facilitate competition for electricity sales.  For further
information  regarding  Competition  and  Restructuring,  See Item 7. MD and A -
Future  Outlook.

CONSTRUCTION  AND  CAPITAL  REQUIREMENTS
     Our  capital  expenditures for 1999 through 2001 and projected for 2002 are
set  forth  in  Item 7. MD and A - Liquidity and Capital Resources-Construction.
Construction  projections  are  subject  to continuing review and may be revised
from  time-to-time  in  accordance  with  changes  in  the  Company's  financial
condition,  load  forecasts,  the  availability and cost of labor and materials,
licensing  and  other  regulatory requirements, changing environmental standards
and  other  relevant  factors.
     For  the  period  1999-2001,  internally  generated funds, after payment of
dividends,  provided  approximately 82 percent of total capital requirements for
construction,  sinking  fund  obligations  and  other  requirements.  Internally
generated  funds  provided  100  percent  of  such  requirements  for  2001.  We
anticipate  that for 2002, internally generated funds will provide approximately
90 percent of total capital requirements for regulated operations, the remainder
to  be  derived  from  bank  loans.
     In  connection  with  the  foregoing,  see Item 7. MD and A - Liquidity and
Capital  Resources.


POWER  RESOURCES
     On  February  11,  1999,  the  Company  entered into a contract with Morgan
Stanley Capital Group, Inc. (MS).  In January 2001, the MS contract was modified
and extended to December 31, 2003.  The contract provides us a means of managing
price  risks  associated  with  changing  fossil  fuel  prices.  For  additional
information  on  the  MS  contract,  see  Note  K  of  Notes.


     The Company generated, purchased or transmitted 2,393,194 MWh of energy for
retail and requirements wholesale customers for the twelve months ended December
31,  2001.  The  corresponding  maximum  one-hour  integrated demand during that
period  was  341.2 MW on August 9, 2001.  This compares to the previous all-time
peak  of  323.5  MW  on  January  17,  2000.  The  following table shows the net
generated  and  purchased energy, the source of such energy for the twelve-month
period  and  the capacity in the month of the period system peak.  See Note K of
Notes.

<TABLE>
<CAPTION>

Net  Electricity  Generated  and  Purchased  and  Capacity  at  Peak
                          Generated and Purchased          Capacity

                                           During year                 At time of
                                         Ended 12/31/2001            of annual peak
                                         MWH         percent         KW        percent
                                   ----------------  --------  --------------  --------
<S>                                <C>               <C>       <C>             <C>
Wholly-owned plants:
Hydro . . . . . . . . . . . . . .            59,050      2.4%          32,410      8.4%
Diesel and Gas Turbine. . . . . .            18,291      0.8%          54,578     14.1%
Wind. . . . . . . . . . . . . . .            12,135      0.5%             480      0.1%
Jointly-owned plants:
Wyman #4. . . . . . . . . . . . .             6,960      0.3%           7,013      1.8%
Stony Brook I . . . . . . . . . .            49,822      2.1%          24,561      6.3%
McNeil. . . . . . . . . . . . . .            21,133      0.9%           6,443      1.7%
Owned in association with Others:
Vermont Yankee Nuclear. . . . . .           736,420     30.8%          89,370     23.1%
Long Term Purchases:
Hydro-Quebec. . . . . . . . . . .           793,800     33.2%         114,200     29.5%
Stony Brook I . . . . . . . . . .            22,831      1.0%          12,060      3.1%
Other:
NYPA. . . . . . . . . . . . . . .             1,609      0.1%             300      0.1%
Small Power Producers . . . . . .            98,296      4.0%          20,388      5.3%
Short-term purchases. . . . . . .           572,847     23.9%          25,700      6.6%
                                   ----------------  --------  --------------  --------
Total . . . . . . . . . . . . . .         2,393,194                   387,503
Less system sales energy. . . . .                 -                         -
                                   ----------------            --------------
Net Own Load. . . . . . . . . . .         2,393,194   100.00%         387,503   100.00%
                                   ================  ========  ==============  ========
</TABLE>

Vermont  Yankee.

     On  August  15,  2001, VY agreed to sell its nuclear power plant to Entergy
Corporation  for  approximately  $180  million.  The  FERC  approved the Entergy
purchase  on  January 30, 2002. The sale is subject to approval of the VPSB, the
U.S.  Nuclear  Regulatory  Commission  and  other  regulatory bodies.  A related
agreement  calls for Entergy to provide the current output level of the plant to
VY's  present sponsors, including GMP, at average annual prices ranging from $39
to  $45  per  megawatt  hour  through  2012,  subject to a "low market adjuster"
effective  November,  2005,  that protects the Company and other sponsors in the
event  that  market  prices  for  power  drop  significantly.  No  additional
decommission  liability  funding  or any other financing by VY is anticipated to
complete  the  transaction.  The  sale, if completed, will lower projected costs
over  the  remaining ten-year license period for VY.  The Company would continue
to  own  its  equity  interest  in  VY,  whose  primary  role  would  consist of
administering  the  power  supply  contracts  between  Entergy  and VY's present
sponsors.     On March 4, 2002, the Department announced its  endorsement of the
proposed  sale  of  the Vermont Yankee nuclear plant to Entergy  Corporation.  A
Memorandum of Understanding was filed on March 4, 2002 with the VPSB by Entergy,
Vermont  Yankee,  certain  owners  of  Vermont  Yankee,  and  the  Department.
     The  Company  and  Central Vermont Public Service Corporation acted as lead
sponsors  in  the  construction  of  the  Vermont  Yankee  Nuclear  Plant,  a
boiling-water  reactor  designed  by General Electric Company.  The plant, which
became operational in 1972, has a generating capacity of 531 MW.  Vermont Yankee
has  entered  into  power  contracts  with  its sponsor utilities, including the
Company,  that expire at the end of the life of the unit.  Pursuant to our power
contract,  we  are  required  to  pay 20% of Vermont Yankee's operating expenses
(including  depreciation and taxes), fuel costs (including charges in respect of
estimated  costs  of  disposal of spent nuclear fuel), decommissioning expenses,
interest  expense and return on common equity, whether or not the Vermont Yankee
plant  is operating.  In 1969, we sold to other Vermont utilities a share of our
entitlement  to the output of Vermont Yankee.  Accordingly, those utilities have
an  obligation  to  pay  us  2.338% of Vermont Yankee's operating expenses, fuel
costs,  decommissioning  expenses, interest expense and return on common equity,
whether  or  not  the  Vermont  Yankee  plant  is  operating.
     Vermont  Yankee  has  also  entered  into capital funds agreements with its
sponsor  utilities  that  expire  on December 31, 2002.  Under our Capital Funds
Agreement, we are required, subject to obtaining necessary regulatory approvals,
to  provide  20% of the capital requirements of Vermont Yankee not obtained from
outside  sources.
     In  December 1996, August 1997 and July 1998, decisions were made to retire
three  New England nuclear units, Connecticut Yankee, Maine Yankee and Millstone
1  effective  immediately,  with  several  years remaining on each license.  The
NRC's  most  recently  issued  Annual  Performance  Review  and  Inspection Plan
assessment  for  Vermont  Yankee,  which  showed  all  inspection findings being
classified as having a very low safety significance, are for the period April 1,
2000  to  March  31,  2001.
     During  periods  when  Vermont Yankee power is unavailable, we occasionally
incur  replacement  power  costs  in  excess  of  those costs that we would have
incurred  for  power  purchased  from  Vermont  Yankee.  Replacement  power  is
available  to  us  from  the ISO and through contractual arrangements with other
utilities.  Replacement  power  costs  adversely  affect  cash  flow and, absent
deferral,  amortization  and  recovery  through  rates,  would  adversely affect
reported  earnings.  Routinely,  in the case of scheduled outages for refueling,
the  VPSB  has permitted the Company to defer, amortize and recover these excess
replacement  power  costs  for financial reporting and rate making purposes over
the  period  until  the  next  scheduled  outage.  Vermont Yankee has adopted an
18-month refueling schedule.  The 2002 refueling outage is tentatively scheduled
to  begin October 2002, though it may occur earlier.  In the case of unscheduled
outages of significant duration resulting in substantial unanticipated costs for
replacement  power, the VPSB generally has authorized deferral, amortization and
recovery  of  such  costs.
     Vermont Yankee's current estimate of costs to decommission the plant, using
the  1993  FERC  approved  5.4  percent  escalation rate through 2000, and 4.25%
thereafter,  is  approximately  $471  million,  of  which  $297 million has been
funded.  At  December  31, 2001, our portion of the net non-funded liability was
$31  million,  which  we  expect  will  be  recovered through rates over Vermont
Yankee's  remaining  operating life.  Vermont Yankee's current operating license
expires  March  2012.
     During  the  year  ended  December 31, 2001, we used 736,420 MWh of Vermont
Yankee  energy representing 30.8% of the net electricity generated and purchased
("net  power  supply")  by  the  Company.  The  average  cost  of Vermont Yankee
electricity in 2001 was $0.043 per KWh.  Vermont Yankee's annual capacity factor
for  2001  was  91.2%  compared with 99.2% for 2000, 90.9% in 1999, and 73.6% in
1998.  The  2001  capacity  factor is the best ever for Vermont Yankee in a year
that  included  a  refueling  outage.
     See  Note  B  of  Notes  for  additional  information.

Hydro-Quebec
     Highgate Interconnection.  On September 23, 1985, the Highgate transmission
facilities, which were constructed to import energy from Hydro-Quebec in Canada,
began  commercial  operation.  The transmission facilities at Highgate include a
225-MW  AC-to-DC-to-AC converter terminal and seven miles of 345-kV transmission
line.  VELCO  built  and operates the converter facilities, which we own jointly
with  a  number  of  other  Vermont  utilities.

     NEPOOL/Hydro-Quebec  Interconnection.  VELCO  and  certain  other  NEPOOL
members  have  entered  into agreements with Hydro-Quebec which provided for the
construction  in  two  phases  of  a direct interconnection between the electric
systems  in  New England and the electric system of Hydro-Quebec in Canada.  The
Vermont  participants  in  this  project, which has a capacity of 2,000 MW, will
derive  about  9.0%  of  the  total  power-supply  benefits  associated with the
NEPOOL/Hydro-Quebec  interconnection.  The  Company,  in  turn,  receives  about
one-third  of  the  Vermont  share  of  those  benefits.  The  benefits  of  the
interconnection  include:
*     access  to  surplus  hydroelectric energy from Hydro-Quebec at competitive
prices;
*     energy  banking,  under  which  participating  New  England utilities will
transmit  relatively  inexpensive energy to Hydro-Quebec during off-peak periods
and  will  receive  equal  amounts  of energy, after adjustment for transmission
losses, from Hydro-Quebec during peak periods when replacement costs are higher;
and
*     a  provision  for  emergency  transfers  and  mutual  backup  to  improve
reliability  for  both  the  Hydro-Quebec  system  and  the New England systems.

     Phase  I.  The  first  phase  ("Phase  I")  of  the  NEPOOL/Hydro-Quebec
Interconnection  consists of transmission facilities having a capacity of 690 MW
that  traverse  a  portion of eastern Vermont and extend to a converter terminal
located  in  Comerford,  New  Hampshire.  These  facilities  entered  commercial
operation on October 1, 1986.  VETCO was organized to construct, own and operate
those  portions  of  the  transmission  facilities  located  in  Vermont.  Total
construction  costs  incurred  by  VETCO  for Phase I were $47,850,000.  Of that
amount,  VELCO  provided $10,000,000 of equity capital to VETCO through sales of
VELCO  preferred  stock to the Vermont participants in the project.  The Company
purchased  $3,100,000  of VELCO preferred stock to finance the equity portion of
Phase I.  The remaining $37,850,000 of construction cost was financed by VETCO's
issuance  of $37,000,000 of long-term debt in the fourth quarter of 1986 and the
balance  of  $850,000  was  financed  by  short-term  debt.
     Under  the  Phase  I contracts, each New England participant, including the
Company,  is  required  to  pay monthly its proportionate share of VETCO's total
cost  of  service,  including  its  capital costs.  Each participant also pays a
proportionate share of the total costs of service associated with those portions
of  the  transmission facilities constructed in New Hampshire by a subsidiary of
New  England  Electric  System.

     Phase  II.  Agreements  executed  in  1985  among the Company, VELCO, other
NEPOOL  members  and  Hydro-Quebec  provided  for the construction of the second
phase  ("Phase  II")  of  the  interconnection  between the New England Electric
System  and that of Hydro-Quebec.  Phase II expanded the Phase I facilities from
690 MW to 2,000 MW, and provides for transmission of Hydro-Quebec power from the
Phase  I  terminal  in  northern  New  Hampshire  to  Sandy Pond, Massachusetts.
Construction  of Phase II commenced in 1988 and was completed in late 1990.  The
Phase  II  facilities commenced commercial operation November 1, 1990, initially
at  a  rating of 1,200 MW, and increased to a transfer capability of 2,000 MW in
July 1991.  The Hydro-Quebec-NEPOOL Firm Energy Contract provides for the import
of  economical Hydro-Quebec energy into New England.  The Company is entitled to
3.2%  of the Phase II power-supply benefits.  Total construction costs for Phase
II were approximately $487,000,000.  The New England participants, including the
Company,  have  contracted to pay monthly their proportionate share of the total
cost  of  constructing,  owning and operating the Phase II facilities, including
capital  costs.  As  a  supporting  participant,  the  Company must make support
payments  under  30-year  agreements.  These support agreements meet the capital
lease  accounting requirements under SFAS 13.  At December 31, 2001, the present
value  of  the Company's obligation was approximately $5,959,000.  The Company's
projected  future  minimum  payments  under  the Phase II support agreements are
approximately  $426,000  for  each  of  the  years 2002-2006 and an aggregate of
$3,831,000  for  the  years  2007-2015.
     The  Phase  II  portion  of  the  project  is  owned  by  New  England
Hydro-Transmission  Electric  Company,  Inc.  and New England Hydro-Transmission
Corporation,  subsidiaries  of  New England Electric System, in which certain of
the  Phase  II  participating  utilities,  including  the  Company,  own  equity
interests.  The  Company  owns  approximately  3.2%  of  the  equity  of  the
corporations  owning  the Phase II facilities.  During construction of the Phase
II  project,  the  Company, as an equity sponsor, was required to provide equity
capital.  At  December  31, 2001, the capital structure of such corporations was
approximately  42%  common  equity and 58% long-term debt.  See Notes B and J of
Notes.
     At  times,  we  request  that  portions  of  our  power  deliveries  from
Hydro-Quebec and other sources be routed through New York.  Our ability to do so
could  be  adversely  affected by the proposed tariff that NEPOOL has filed with
the  FERC,  which  would  reduce  our  allocation  of  capacity  on transmission
interfaces  with  New York.  As a result, our ability to import power to Vermont
from  outside  New  England  could  be adversely affected, thereby impacting our
power  costs  in  the  future.  See  Item  7.  MD and A - Transmission Expenses.

     Hydro-Quebec  Power  Supply  Contracts.  We  have  several  purchase  power
contracts  with  Hydro-Quebec.  The  bulk  of our purchases are comprised of two
schedules,  B  and  C3,  pursuant to a Firm Contract dated December 1987.  Under
these  two  schedules, we purchase 114.2 MW.  Under an arrangement negotiated in
January  1996  ("9601"), we received payments from Hydro-Quebec of $3,000,000 in
1996 and  $1,100,000 in 1997.  In accordance with such arrangement, we agreed to
shift  certain  transmission  requirements, purchase certain quantities of power
and  make  certain minimum payments for periods in which power is not purchased.
In  addition,  in  November  1996, we entered into a Memorandum of Understanding
with  Hydro-Quebec  under  which  Hydro-Quebec paid $8,000,000 to the Company in
exchange  for  certain power purchase options.  The exercise of these options in
2001  resulted  in  an  increase  of  approximately $7.6 million of power supply
expenses  to  meet  contractual  obligations  under  the Company's December 1997
sell-back  arrangement  with  Hydro-Quebec.  See Item 7. MD and A - Power Supply
Expenses,  and  Note  K  of  Notes.
     During  2001,  we  used  434,012  MWh  under  Schedule B, 297,543 MWh under
Schedule  C3,  and  62,245  MWh under the Hydro-Quebec arrangements representing
33.2%  of our net power supply.  The average cost of Hydro-Quebec electricity in
2001  was  approximately  $0.063  per  KWh.

     Stony  Brook  I.  The  Massachusetts  Municipal  Wholesale Electric Company
("MMWEC")  is  principal  owner  and  operator  of  Stony  Brook,  a  352.0-MW
combined-cycle intermediate generating station located in Ludlow, Massachusetts,
which  commenced commercial operation in November 1981.  We entered into a Joint
Ownership  Agreement with MMWEC dated as of October 1, 1977, whereby we acquired
an  8.8%  ownership share of the plant, entitling us to 31.0 MW of capacity.  In
addition to this entitlement, we have contracted for 14.2 MW of capacity for the
life  of the Stony Brook I plant, for which we will pay a proportionate share of
MMWEC's  share  of the plant's fixed costs and variable operating expenses.  The
three  units that comprise Stony Brook I are all capable of burning oil.  Two of
the  units  are  also capable of burning natural gas.  The natural gas system at
the  plant  was modified in 1985 to allow two units to operate simultaneously on
natural  gas.
     During  2001,  we  used 72,653 MWh from this plant representing 3.1% of our
net  power  supply  at  an  average cost of $0.068 per KWh.  See Note I and K of
Notes.

     Wyman  Unit  #4.  The  W.  F.  Wyman Unit #4, which is located in Yarmouth,
Maine,  is  an  oil-fired  steam plant with a capacity of 620 MW.  Central Maine
Power  Company  sponsored  the  construction  of  this  plant.  We  have  a
joint-ownership  share  of  1.1%  (7.1  MW)  in  the  Wyman #4 unit, which began
commercial  operation  in  December  1978.
     During  2001, we used 6,960 MWh from this unit representing 0.3% of our net
power  supply  at  an  average  cost of $0.064 per kWh, based only on operation,
maintenance,  and  fuel  costs  incurred  during  2001.  See  Note  I  of Notes.

     McNeil  Station.  The  J.C. McNeil station, which is located in Burlington,
Vermont,  is  a  wood chip and gas-fired steam plant with a capacity of 53.0 MW.
We  have  an  11.0%  or  5.8  MW interest in the J. C. McNeil plant, which began
operation in June 1984.  In 1989, the plant added the capability to burn natural
gas  on  an  as-available/interruptible  service  basis.
     During 2001, we used 21,133 MWh from this unit representing 0.9% of our net
power  supply  at  an  average  cost of $0.051 per kWh, based only on operation,
maintenance,  and  fuel  costs  incurred  during  2001.  See  Note  I  of Notes.

     Independent Power Producers.  The VPSB has adopted rules that implement for
Vermont  the  purchase  requirements  established  by  federal law in the Public
Utility  Regulatory Policies Act of 1978 ("PURPA").  Under the rules, qualifying
facilities  have  the  option to sell their output to a central state-purchasing
agent  under  a  variety  of  long-  and  short-term,  firm and non-firm pricing
schedules.  Each  of  these  schedules  is  based  upon  the  projected  Vermont
composite system's power costs that would be required but for the purchases from
independent  producers.  The  State  purchasing  agent  assigns  the  energy  so
purchased,  and  the  costs of purchase, to each Vermont retail electric utility
based  upon  its pro rata share of total Vermont retail energy sales.  Utilities
may  also  contract  directly  with  producers.  The  rules  provide  that  all
reasonable  costs  incurred by a utility under the rules will be included in the
utilities'  revenue  requirements  for  ratemaking  purposes.
     Currently,  the  State  purchasing agent, Vermont Electric Power Producers,
Inc. ("VEPPI"), is authorized to seek 150 MW of power from qualifying facilities
under PURPA, of which our average pro rata share in 2001 was approximately 33.5%
or  50.2  MW.
     The  rated capacity of the qualifying facilities currently selling power to
VEPPI  is approximately 74.5 MW.  These facilities were all online by the spring
of  1993, and no other projects are under development.  We do not expect any new
projects to come online in the foreseeable future because the excess capacity in
the  region  has  eliminated  the  need  for  and value of additional qualifying
facilities.
     In 2001, through our direct contracts and VEPPI, we purchased 98,296 MWh of
qualifying facilities production representing 4.0% of our net power supply at an
average  cost  of  $0.117  per  KWh.

     Short  Term  Opportunity  Purchases  and  Sales.  We have arrangements with
numerous utilities and power marketers actively trading power in New England and
New York under which we may make purchases or sales of power on short notice and
generally  for  brief  periods  of  time  when  it  appears  economic  to do so.
Opportunity  purchases  are  arranged  when it is possible to purchase power for
less  than  it  would  cost  us  to  generate  the  power  with our own sources.
Purchases  also  help us save on replacement power costs during an outage of one
of  our  base load sources.  Opportunity sales are arranged when we have surplus
energy  available at a price that is economic to other regional utilities at any
given  time.  The  sales are arranged based on forecasted costs of supplying the
incremental  power necessary to serve the sale.  Prices are set so as to recover
all  of the forecasted fuel or production costs and to recover some, if not all,
associated  capacity  costs.
     During  2001,  we  purchased 334,452 MWh pursuant to short term opportunity
purchases,  representing  23.9%  of  our  net power supply at an average cost of
$0.052  per  kWh.

     Company  Hydroelectric  Power.  The  Company wholly owns and operates eight
hydroelectric  generating facilities located on river systems within its service
area,  the  largest  of  which  has  a  generating  output  of  7.8  MW.
     In  2001, Company owned hydroelectric plants provided 59,050 MWh of energy,
representing  2.4%  of our net power supply at an average cost of $0.053 per kWh
based  on total embedded costs and maintenance.  Low river levels due to drought
and  drainage  of  the  Waterbury  site  reservoir  in  2001  limited hydropower
production.  See  State  and  Federal  Regulation  -  Licensing.

     VELCO.  The  Company  and six other Vermont electric distribution utilities
own  VELCO.  Since commencing operation in 1958, VELCO has transmitted power for
its  owners in Vermont, including power from NYPA and other power contracted for
by Vermont utilities.  VELCO also purchases bulk power for resale at cost to its
owners,  and as a member of NEPOOL, represents all Vermont electric utilities in
pool  arrangements  and  transactions.  See  Note  B  of  Notes.

     Fuel.  During  2001,  our  retail  and  requirements  wholesale  sales were
provided  by  the  following  fuel  sources:
*     37.4%  from  hydroelectric  sources  (2.4% Company-owned, 0.1% NYPA, 33.2%
Hydro-Quebec  and  1.7%  small  power  producers);
*     30.8%  from  a nuclear generating source (the Vermont Yankee nuclear plant
described  below);
*     3.2%  from  wood;
*     2.0%  from  oil;
*     2.2%  from  natural  gas;
*     0.5%  from  wind  power  producers;  and
*     23.9%  purchased  on  a  short-term basis from other utilities through the
ISO.
     Vermont  Yankee  has  several  requirement-based  contracts  for  the  four
components  (uranium,  conversion,  enrichment  and fabrication) used to produce
nuclear  fuel.  These contracts are utilized only if the need or requirement for
fuel  arises.  Under these contracts, any disruption of operating activity would
allow  VY  to  cancel  or  postpone  deliveries  until  actually  required.  The
contracts  extend  through  various time periods and contain clauses to allow VY
the  option  to  extend  the  agreements.  Negotiation  of  new  contracts  and
renegotiations  of  existing contracts routinely occur, often focusing on one of
the  four  components  at  a  time.   The  2001  reload cost approximately $20.2
million.  Future  reload  costs  will  depend  on  market  and  contract prices.
     On January 20, 1997, Vermont Yankee entered into an agreement with a former
uranium  supplier  whereby  the  supplier  could  opt  to terminate a production
purchase  agreement  dated  August  4,  1978.  Although  there  had  been  no
transactions  under the production purchase agreement for several years, Vermont
Yankee  maintained certain financial rights.  In consideration for the option to
terminate  the  production purchase agreement and the subsequent exercise of the
option,  Vermont  Yankee  received  $600,000  in  1997, which was recorded as an
offset  to  nuclear fuel expense.  The potential future payments over a ten-year
period  range  from  zero to $2.4 million.  No payments were received in 2001 or
2000  under  this  agreement.  Due  to  the uncertainty of this transaction, any
benefits  received  will  be  recorded  on  a  cash  basis.
     Vermont  Yankee  has a contract with the United States Department of Energy
("DOE")  for  the  permanent disposal of spent nuclear fuel.  Under the terms of
this  contract, in exchange for the one-time fee discussed below and a quarterly
fee  of  1  mil  per  kWh  of  electricity generated and sold, the DOE agrees to
provide  disposal  services  when  a  facility  for spent nuclear fuel and other
high-level  radioactive  waste is available, which is required by contract to be
prior  to  January  31,  1998.  The  actual  date for these disposal services is
expected  to  be  delayed  many years.  DOE currently estimates that a permanent
disposal  facility  will  not  begin  operation  before  2010.  A  DOE temporary
disposal  site  may be provided in a few years, but no decision has been made to
proceed  on  providing  a  temporary  disposal  site  at  this  time.
     The  DOE  contract  obligates  Vermont  Yankee  to  pay  a  one-time fee of
approximately  $39.3  million  for  disposal costs for all spent fuel discharged
through April 7, 1983.  Although such amount has been collected from the Vermont
Yankee  participants,  Vermont Yankee has elected to defer payment of the fee to
the  DOE  as  permitted by the DOE contract.  The fee must be paid no later than
the  first  delivery  of spent nuclear fuel to the DOE.  Interest accrues on the
unpaid  obligation  based  on  the  thirteen-week  Treasury  Bill  rate  and  is
compounded  quarterly.  Through  2001  Vermont  Yankee accumulated approximately
$115.0  million in an irrevocable trust to be used exclusively for settling this
obligation  at some future date, provided the DOE complies with the terms of the
aforementioned  contract.
     We do not maintain long-term contracts for the supply of oil for our wholly
owned  oil-fired  peak  generating  stations  (80  MW).  We  did  not experience
difficulty  in  obtaining  oil  for  our  own  units  during 2001, and, while no
assurance  can  be  given, we do not anticipate any such difficulty during 2002.
None  of  the  utilities  from  which  we  expect  to purchase oil- or gas-fired
capacity in 2002 has advised us of grounds for doubt about maintenance of secure
sources  of  oil  and  gas  during  the  year.
     Wood  for  the  McNeil  plant  is  furnished  to  the  Burlington  Electric
Department  from  a  variety  of sources under short-term contracts ranging from
several  weeks'  to six months' duration.  The McNeil plant used 254,510 tons of
wood  chips  and  mill residue, 461,490 gallons of fuel oil, and 116,586 million
cubic  feet  of  natural  gas  in  2001.  The  McNeil plant, assuming any needed
regulatory  approvals are obtained, is forecasting year 2002 consumption of wood
chips  to  be  300,000  tons,  fuel  oil  of  100,000  gallons  and  natural gas
consumption  of  36,000  million  cubic  feet.
     The  Stony  Brook  combined-cycle  generating station is capable of burning
either  natural  gas  or oil in two of its turbines.  Natural gas is supplied to
the  plant  subject  to  its  availability.  During  periods  of  extremely cold
weather,  the supplier reserves the right to discontinue deliveries to the plant
in  order  to  satisfy  the demand of its residential customers.  We assume, for
planning and budgeting purposes, that the plant will be supplied with gas during
the  months of April through November, and that it will run solely on oil during
the  months  of  December  through  March.  The  plant  maintains  an oil supply
sufficient  to  meet  approximately  one-half  of  its  annual  needs.
     Wind  Project.  The  Company was selected by the DOE and the Electric Power
Research  Institute  ("EPRI") to build a commercial scale wind-powered facility.
The  DOE and EPRI provided partial funding for the wind project of approximately
$3.9  million.  The  net  cost  to  the  Company  of the project, located in the
southern  Vermont town of Searsburg, was $7.8 million.  The eleven wind turbines
have  a  rating  of  6  MW  and  were  commissioned  July  1,  1997.
     In  2001, the plant provided 12,135 MWh, representing 0.5% of the Company's
net  power  supply  at  an  average  cost  of  $0.07  per  kWh.




SEGMENT  INFORMATION
     Financial  information  about  the  Company's primary industry segment, the
electric  utility,  is  presented in Item 6, Selected Financial Data, and in the
Annual  Report  and  Notes  included  herein.
     The  Company  has  partially sold or disposed of most of the operations and
assets  of  Northern  Water  Resources, Inc. ("NWR"), formerly known as Mountain
Energy,  Inc.,  classified as discontinued operations in 1999.  Industry segment
information  relating  to  the Company's discontinued operations is presented in
Note  L  of  the  Notes.

SEASONAL  NATURE  OF  BUSINESS
      Winter recreational activities, longer hours of darkness and heating loads
from  cold  weather  usually  cause  our average peak electric sales to occur in
December,  January or February.  Summer air conditioning loads have increased in
recent  years  as  a  result of steady economic growth in our service territory.
Our  heaviest  load  in  2001,  341.2  MW,  occurred  on  August  9,  2001.
     Under  NEPOOL market rules implemented in May 1999, the cost basis that had
supported  the  Company's  previous  seasonally  differentiated  rate design was
eliminated,  making  a  seasonal  rate  structure  no  longer  appropriate.  The
elimination  of  the seasonal rate structure in all classes of service effective
April  2001  was  approved  by  the  VPSB  in  January  2001.

EMPLOYEES
     As  of  December  31,  2001,  the  Company  had 193 employees, exclusive of
temporary  employees.  The  Company considers its relations with employees to be
excellent.

ENERGY  EFFICIENCY
     In  2001,  GMP  did  not  offer its own energy efficiency programs.  Energy
efficiency  services  were  provided  to  GMP's  customers by a statewide Energy
Efficiency Utility ("EEU") known as "Efficiency Vermont", created by the VPSB in
1999.  The  EEU is funded by a separate energy efficiency charge that appears as
a  line  item  on  each customer bill.  In 2001, the charge was 1.798 percent of
each  customer's  total  electric  bill.  Some  charges,  such  as late fees and
outdoor  lighting,  are  excluded. The funds we collect are remitted to a fiscal
agent  representing  the State of Vermont.  Since 1992, the Company's efficiency
programs  have  achieved  a  cumulative  annual  saving of 89,000 megawatthours,
saving  approximately  $7.9  million  per  year for our customers.  In 2001, the
Company  spent approximately $80,000 on management of energy efficiency programs
existing  prior  to  the  creation  of  the  EEU.

RATE  DESIGN
     The  Company  seeks to design rates to encourage the shifting of electrical
use  from  peak  hours  to off-peak hours.  Since 1976, we have offered optional
time-of-use  rates  for  residential  and  commercial  customers.  Currently,
approximately 1,882 of the Company's residential customers continue to be billed
on  the  original  1976  time-of-use rate basis.   In 1987, the Company received
regulatory  approval  for  a  rate design that permitted it to charge prices for
electric  service  that  reflected  as  accurately  as  possible the cost burden
imposed  by  each  customer  class.  The Company's rate design objectives are to
provide  a  stable  pricing  structure  and  to  accurately  reflect the cost of
providing  electric services.  This rate structure helps to achieve these goals.
Since  inefficient  use  of  electricity  increases  its cost, customers who are
charged  prices  that reflect the cost of providing electrical service have real
incentives  to follow the most efficient usage patterns.  Included in the VPSB's
order  approving  this  rate design was a requirement that the Company's largest
customers  be  charged  time-of-use  rates  on  a  phased-in  basis by 1994.  At
December  31,  2001,  approximately  1,495  of  the Company's largest customers,
comprising  53%  of  retail  revenues,  continue to receive service on mandatory
time-of-use  rates.
     In  May 1994, the Company filed its current rate design with the VPSB.  The
parties,  including the Department, IBM and a low-income advocacy group, entered
into  a settlement that was approved by the VPSB on December 2, 1994.  Under the
settlement,  the  revenue  allocation to each rate class was adjusted to reflect
class-by-class  cost changes since 1987, the differential between the winter and
summer  rates  was  reduced, the customer charge was increased for most classes,
and  usage  charges were adjusted to be closer to the associated marginal costs.
     No  modifications  to  base  rate  redesign have taken place since the VPSB
Order  issued  on  December  2,  1994,  however,  as  previously noted, the VPSB
Settlement  Order  of  January  2001  eliminated  seasonal  rate  differentials
effective  April  2001.

DISPATCHABLE  AND  INTERRUPTIBLE  SERVICE  CONTRACTS
     In  2001,  we  had  28  dispatchable  power  contracts:  20  contracts were
year-round,  while  the  8  seasonal contracts include two major ski areas.  The
dispatchable  portion  of the contracts allows customers to purchase electricity
during  times  designated  by the Company when low cost power is available.  The
customer's  demand  during  these  periods  is not considered in calculating the
monthly  billing.  This program enables the Company and the customers to benefit
from  load  control.  We  shift  load  from  our  high cost peak periods and the
customer  uses  inexpensive power at a time when its use provides maximum value.
These  programs  are  available  by  tariff  for  qualifying  customers.

ENVIRONMENTAL  MATTERS
     We had been notified by the Environmental Protection Agency ("EPA") that we
were  one  of  several  potentially responsible parties for clean up at the Pine
Street  Barge  Canal  site  in  Burlington,  Vermont.  In  September  1999,  we
negotiated  a final settlement with the United States, the State of Vermont, and
other  parties  over  terms  of a Consent Decree that covers claims addressed in
earlier  negotiations  and  implementation  of  the selected remedy.  In October
1999,  the  federal  district  court  approved the Consent Decree that addresses
claims  by the EPA for past Pine Street Barge Canal site costs, natural resource
damage  claims  and  claims  for  past  and future oversight costs.  The Consent
Decree  also  provides  for the design and implementation of response actions at
the  site.  For information regarding the Pine Street Barge Canal site and other
environmental  matters,  see Item 7. MD and A- Environmental Matters, and Note I
of  Notes.

UNREGULATED  BUSINESSES
     In  1998, we sold the assets of our wholly owned subsidiary, Green Mountain
Propane Gas Company.  In 1999, Green Mountain Resources, Inc. sold its remaining
interest  in  Green  Mountain  Energy  Resources.  During  1999,  the  Company
discontinued  operations  of Northern Water Resources, Inc.("NWR"), a subsidiary
of  the  Company  that  invests  in wastewater, energy efficiency and generation
businesses. The loss in 2000 reflects the sale of most of NWR's remaining energy
assets  and  the  current  estimated  costs  of  winding  down  NWR's wastewater
businesses.  For information regarding our remaining unregulated businesses, see
Item  7a.  MD  and  A  -  Unregulated  Businesses.

EXECUTIVE  OFFICERS

The  names,  ages, and positions of the Company's Executive Officers as of March
15,  2002  are:

Christopher  L.  Dutton    53
     President,  Chief  Executive  Officer  of  the  Company and Chairman of the
Executive  Committee  of the Company since August 1997.  Vice President, Finance
and  Administration,  Chief  Financial Officer and Treasurer from 1995 to August
1997.  Vice  President  and  General  Counsel  from  1993 to January 1995.  Vice
President,  General  Counsel  and  Corporate  Secretary  from  1989  to  1993.

Robert  J.  Griffin,  CPA       45
     Treasurer  since February 2002.  Controller since October 1996.  Manager of
General  Accounting  from  1990  to  1996.

Walter  S.  Oakes         55
     Vice  President-Field  Operations  since  August  1999.  Assistant  Vice
President-Customer  Operations  from  June  1994 to August 1999.  Assistant Vice
President,  Human  Resources  from  August  1993  to  June 1994.  Assistant Vice
President-Corporate  Services  from  1988  to  1993.

Mary  G.  Powell          41
     Senior  Vice  President-Chief  Operating  Officer since April 2001.  Senior
Vice President-Customer and Organizational Development since December 1999. Vice
President-Administration  from  February  1999  through  December  1999.  Vice
President,  Human  Resources  and  Organizational Development from March 1998 to
February  1999.  Prior  to  joining  the  Company, she was President of HRworks,
Inc.,  a human resources management firm, from January 1997 to March 1998.  From
1992 to January 1997, she worked for KeyCorp in Vermont, most recently as Senior
Vice President Community Banking.  At KeyCorp, she also served as Vice President
Administration  and  Vice  President  of  Human  Resources.

Stephen  C.  Terry       59
     Senior  Vice  President-Corporate  and  Legal  Affairs  since  August 1999.
Senior  Vice  President,  Corporate Development from August 1997 to August 1999.
Vice  President  and General Manager, Retail Energy Services from 1995 to August
1997.  Vice  President-External  Affairs  from  1991  to  January  1995.

     Officers  are  elected  by  the  Board  of Directors of the Company and its
wholly  owned  subsidiaries, as appropriate, for one-year terms and serve at the
pleasure  of  such  boards  of  directors.
     Additional  information regarding compensation, beneficial ownership of the
Company's  stock,  members  of  the board of directors, and other information is
presented in the Company's Proxy Statement to Shareholders dated March 29, 2002,
and  is  hereby  incorporated  by  reference.

ITEM  2.  PROPERTY
GENERATING  FACILITIES
     Our  Vermont properties are located in five areas and are interconnected by
transmission  lines  of  VELCO and New England Power Company.  We wholly own and
operate eight hydroelectric generating stations with a total nameplate rating of
36.1  MW  and  an  estimated  claimed  capability  of  35.7 MW.  We also own two
gas-turbine  generating  stations  with an aggregate nameplate rating of 59.9 MW
and  an  estimated  aggregate claimed capability of 73.2 MW.  We have two diesel
generating  stations  with  an  aggregate  nameplate  rating  of  8.0  MW and an
estimated  aggregate  claimed  capability  of  8.6  MW.  We  also  have  a  wind
generating  facility  with  a  nameplate  rating  of  6.1  MW.
     We  also  own:
*     17.9%  of  the outstanding common stock, and are entitled to 17.662% (93.8
MW  of  a  total  531  MW)  of  the  capacity,  of  Vermont  Yankee,
*     1.1%  (7.1  MW  of  a  total 620 MW) joint-ownership share of the Wyman #4
plant  located  in  Maine,
*     8.8%  (31.0 MW of a total 352 MW) joint-ownership share of the Stony Brook
I  intermediate  units  located  in  Massachusetts,  and
*     11.0%  (5.8  MW of a total 53 MW) joint-ownership share of the J.C. McNeil
wood-fired  steam  plant  located  in  Burlington,  Vermont.
See  Item  1.  Business  -  Power  Resources  for  plant  details  and the table
hereinafter  set  forth  for  generating  facilities  presently  available.

TRANSMISSION  AND  DISTRIBUTION
     The  Company  had,  at  December  31, 2001, approximately 2 miles of 115 kV
transmission  lines,  6  miles of 69 kV transmission lines, 3 miles of 44 kV and
185  miles  of  34.5  kV  transmission  lines.  Our distribution system includes
approximately  2,300  miles  of  overhead  lines  of  2.4  kV  to  34.5  kV, and
approximately  460  miles  of  underground  cable of 2.4 kV to 34.5 kV.  At such
date,  we  owned approximately 159,000 kVa of substation transformer capacity in
transmission  substations,  570,00  kVa  of  substation  transformer capacity in
distribution  substations  and  1,085,000 kVa of transformers for step-down from
distribution  to  customer  use.
     The  Company  owns  34.8%  of the Highgate transmission inter-tie, a 225-MW
converter  and  transmission  line  used  to  transmit  power from Hydro-Quebec.
     We  also  own  29.5%  of the common stock and 30% of the preferred stock of
VELCO,  which  operates  a  high-voltage  transmission  system  interconnecting
electric  utilities  in  the  State  of  Vermont.

PROPERTY  OWNERSHIP
     The  Company's wholly owned plants are located on lands that we own in fee.
Water  power  and  floodage  rights  are  controlled  through  ownership  of the
necessary  land  in  fee  or  under  easements.
     Transmission  and  distribution  facilities that are not located in or over
public  highways are, with minor exceptions, located either on land owned in fee
or  pursuant  to  easements  which,  in  nearly  all  cases,  are  perpetual.
Transmission  and  distribution  lines located in or over public highways are so
located  pursuant to authority conferred on public utilities by statute, subject
to  regulation  by  state  or  municipal  authorities.

INDENTURE  OF  FIRST  MORTGAGE
     The  Company's  interests  in  substantially  all  of  its  properties  and
franchises  are  subject to the lien of the mortgage securing its First Mortgage
Bonds.  See  Note  M,  Subsequent  Events,  for  information  on  recent  events
concerning  First  Mortgage  Bonds.

GENERATING  FACILITIES  OWNED
      The  following  table  gives  information  with  respect  to  generating
facilities  presently  available in which the Company has an ownership interest.
See  also  Item  1.  Business  -  Power Resources.

<TABLE>
<CAPTION>

                    Winter
                    Capability

                            Location           Name          Fuel     MW
                         ---------------  ---------------  --------  -----
<S>                      <C>              <C>              <C>       <C>    <C>
Wholly Owned
Hydro . . . . . . . . .  Middlesex, VT    Middlesex #2     Hydro       3.3
Hydro . . . . . . . . .  Marshfield, VT   Marshfield #6    Hydro       4.9
Hydro . . . . . . . . .  Vergennes, VT    Vergennes #9     Hydro       2.1
Hydro . . . . . . . . .  W. Danville, VT  W. Danville #15  Hydro       1.1
Hydro . . . . . . . . .  Colchester, VT   Gorge #18        Hydro       3.3
Hydro . . . . . . . . .  Essex Jct., VT   Essex #19        Hydro       7.8
Hydro . . . . . . . . .  Waterbury, VT    Waterbury #22    Hydro       5.0  (1)
Hydro . . . . . . . . .  Bolton, VT       DeForge #1       Hydro       7.8
Diesel. . . . . . . . .  Vergennes, VT    Vergennes #9     Oil         4.2
Diesel. . . . . . . . .  Essex Jct., VT   Essex #19        Oil         4.4
Gas . . . . . . . . . .  Berlin, VT       Berlin #5        Oil        56.6
Turbine . . . . . . . .  Colchester, VT   Gorge #16        Oil        16.1
Wind. . . . . . . . . .  Searsburg, VT    Searsburg        Wind        1.2
Jointly Owned
Steam . . . . . . . . .  Vernon, VT       Vermont Yankee   Nuclear    93.8  (2)
Steam . . . . . . . . .  Yarmouth, ME     Wyman #4         Oil         7.1
Steam . . . . . . . . .  Burlington, VT   McNeil           Wood/Gas    6.6  (3)
Combined. . . . . . . .  Ludlow, MA       Stony Brook #1   Oil/Gas    31.0  (2)
Total Winter Capability                                              256.3
                                                                     =====

</TABLE>



(1)   Reservoir  has been drained, dam awaiting repairs by the State of Vermont.
(2)   For  a  discussion  of  the  impact  of  various power supply sales on the
availability  of  generating facilities, see Item 1. Business - Power Resources.
(3)   The  Company's entitlement in McNeil is 5.8 MW.  However, we receive up to
6.6  MW  as  a  result  of  other  owners'  losses  on  this  system.

CORPORATE  HEADQUARTERS
     The  Company  terminated  an operating lease for its corporate headquarters
building  and  two of its service center buildings in the first quarter of 1999.
During  1998,  the  Company recorded a loss of approximately $1.9 million before
applicable  income  taxes  to  reflect  the  probable  loss  resulting from this
transaction.  The  Company sold its corporate headquarters building in 1999, but
retained  ownership  of  its  two  service  centers.

ITEM  3.  LEGAL  PROCEEDINGS
     The Company is not involved in any material litigation at the present time.
See  the  discussion  under Item 7. MD and A - Environmental Matters, Rates, and
Note  I  of  Notes.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.
     None.


PART  II
ITEM  5.    MARKET  FOR  THE  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
           STOCKHOLDER  MATTERS

     Outstanding  shares  of  the  Common Stock are listed and traded on the New
York  Stock  Exchange  under the symbol GMP.  The following tabulation shows the
high  and  low  sales prices for the Common Stock on the New York Stock Exchange
during  2000  and  2001:
<TABLE>
<CAPTION>



                  HIGH      LOW
                --------  --------
<S>             <C>       <C>
2000
First Quarter.  $      9  $6  9/16
Second Quarter    8  1/2    6  5/8
Third Quarter.    8  3/4    7  3/8
Fourth Quarter   14  3/4   7  9/16
2001
First Quarter.  $  19.50  $  11.06
Second Quarter     16.65     14.88
Third Quarter.     17.74     15.56
Fourth Quarter     18.85     15.90
</TABLE>

The  number  of  common  stockholders  of record as of March 15, 2001 was 5,673.
     Quarterly  cash  dividends  were paid as follows during the past two years:


<TABLE>
<CAPTION>


       First     Second    Third     Fourth
      Quarter   Quarter   Quarter   Quarter
      --------  --------  --------  --------
<S>   <C>       <C>       <C>       <C>
2000  $ 0.1375  $ 0.1375  $ 0.1375  $ 0.1375
2001  $ 0.1375  $ 0.1375  $ 0.1375  $ 0.1375
</TABLE>

Dividend  Policy.  On  November  23,  1998,  the  Company's  Board  of Directors
announced a reduction in the quarterly dividend from $0.275 per share to $0.1375
per  share on the Company's common stock.  The current indicated annual dividend
is  $0.55  per  share  of  common  stock.

     Our current dividend policy reflects changes affecting the electric utility
industry,  which  is moving away from the traditional cost-of-service regulatory
model  to  a  competition  based  market  for  power  supply.  In  addition, the
Settlement  Order limits the dividend rate at its current level until short-term
credit  facilities  are  replaced  with  long-term  debt  or  equity.

     Historically,  we  based  our  dividend policy on the continued validity of
three  assumptions:  The  ability  to achieve earnings growth; the receipt of an
allowed  rate  of  return  that accurately reflects our cost of capital; and the
retention  of  our  exclusive  franchise.  The Company's Board of Directors will
continue  to  assess  and  adjust the dividend, when appropriate, as the Vermont
electric  industry  evolves  towards  competition.  In addition, if other events
beyond  our  control cause the Company's financial situation to deteriorate, the
Board  of  Directors  would  consider  whether  the  current  dividend  level is
appropriate  or if the dividend should be reduced or eliminated.  See Item 7. MD
and  A  -  Liquidity  and  Capital  Resources-Dividend  Policy,  Future Outlook,
Competition  and Restructuring, and Note C of Notes for a discussion of dividend
restrictions.


<TABLE>
<CAPTION>

ITEM  6.   SELECTED  FINANCIAL  DATA

RESULTS  OF  OPERATIONS  FOR  THE  YEARS  ENDED  DECEMBER  31,
--------------------------------------------------------------


                                                                        2001       2000       1999       1998       1997
                                                                      ---------  ---------  ---------  ---------  ---------
In thousands, except per share data
<S>                                                                   <C>        <C>        <C>        <C>        <C>
Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . .  $283,464   $277,326   $251,048   $184,304   $179,323
Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . .   267,005    272,066    243,102    178,832    163,808
                                                                      ---------  ---------  ---------  ---------  ---------
      Operating Income . . . . . . . . . . . . . . . . . . . . . . .    16,459      5,260      7,946      5,472     15,515
                                                                      ---------  ---------  ---------  ---------  ---------
Other Income
      AFUDC - equity . . . . . . . . . . . . . . . . . . . . . . . .       210        284        134        104        357
      Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,163      2,422      3,319      1,509      1,074
                                                                      ---------  ---------  ---------  ---------  ---------
      Total other income . . . . . . . . . . . . . . . . . . . . . .     2,373      2,706      3,453      1,613      1,431
                                                                      ---------  ---------  ---------  ---------  ---------
Interest Charges
      AFUDC - borrowed . . . . . . . . . . . . . . . . . . . . . . .      (188)      (228)       (91)      (131)      (315)
      Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,227      7,485      7,274      8,007      7,965
                                                                      ---------  ---------  ---------  ---------  ---------
          Total interest charges . . . . . . . . . . . . . . . . . .     7,039      7,257      7,183      7,876      7,650
                                                                      ---------  ---------  ---------  ---------  ---------
Net Income (Loss) from continuing operations before. . . . . . . . .    11,793        709      4,216       (791)     9,296
   preferred dividends
Net Income (Loss) from discontinued operations, including
   provisions for loss on disposal . . . . . . . . . . . . . . . . .      (182)    (6,549)    (7,279)    (2,086)       142
Dividends on Preferred Stock . . . . . . . . . . . . . . . . . . . .       933      1,014      1,155      1,296      1,433
                                                                      ---------  ---------  ---------  ---------  ---------
Net Income (Loss)Applicable
      to Common Stock. . . . . . . . . . . . . . . . . . . . . . . .  $ 10,678   $ (6,854)  $ (4,218)  $ (4,173)  $  8,005
                                                                      =========  =========  =========  =========  =========
Common Stock Data
      Basic earnings per share-continuing operations . . . . . . . .  $   1.93   $  (0.06)  $   0.57   $  (0.40)  $   1.54
      Basic earnings per share-discontinued operations . . . . . . .     (0.03)     (1.19)     (1.36)     (0.40)      0.03
                                                                      ---------  ---------  ---------  ---------  ---------
      Basic earnings per share . . . . . . . . . . . . . . . . . . .  $   1.90   $  (1.25)  $  (0.79)  $  (0.80)  $   1.57
                                                                      =========  =========  =========  =========  =========
      Diluted earnings (loss) per share from discontinued operations  $   1.88   $  (0.06)  $   0.57   $  (0.40)  $   1.54
      Diluted earnings (loss) per share from continuing operations .     (0.03)     (1.19)     (1.36)     (0.40)      0.03
                                                                      ---------  ---------  ---------  ---------  ---------
      Diluted earnings (loss) per share. . . . . . . . . . . . . . .  $   1.85   $  (1.25)  $  (0.79)  $  (0.80)  $   1.57
                                                                      =========  =========  =========  =========  =========
Cash dividends declared per share. . . . . . . . . . . . . . . . . .  $   0.55   $   0.55   $   0.55   $   0.96   $   1.61
      Weighted average shares outstanding-basic. . . . . . . . . . .     5,630      5,491      5,361      5,243      5,112
      Weighted average share equivalents outstanding-diluted . . . .     5,789      5,491      5,361      5,243      5,112
</TABLE>

<TABLE>
<CAPTION>

FINANCIAL  CONDITION  AS  OF  DECEMBER  31
------------------------------------------

                                           2001      2000      1999      1998      1997
                                         --------  --------  --------  --------  --------
In thousands
<S>                                      <C>       <C>       <C>       <C>       <C>
ASSETS
Utility Plant, Net. . . . . . . . . . .  $196,858  $194,672  $192,896  $195,556  $196,720
Other Investments . . . . . . . . . . .    20,945    20,730    20,665    20,678    21,997
Current Assets. . . . . . . . . . . . .    36,183    53,652    33,238    35,700    29,125
Deferred Charges. . . . . . . . . . . .    75,073    46,036    41,853    35,576    35,831
Non-Utility Assets. . . . . . . . . . .     1,075     1,518    11,099    27,314    42,060
                                         --------  --------  --------  --------  --------
Total Assets. . . . . . . . . . . . . .  $330,134  $316,608  $299,751  $314,824  $325,733
                                         ========  ========  ========  ========  ========

CAPITALIZATION AND LIABILITIES
Common Stock Equity . . . . . . . . . .  $101,277  $ 92,044  $100,645  $106,755  $114,377
Redeemable Cumulative Preferred Stock .    12,560    12,795    14,435    16,085    17,735
Long-Term Debt, Less Current Maturities    74,400    72,100    81,800    88,500    93,200
Capital Lease Obligation. . . . . . . .     5,959     6,449     7,038     7,696     8,342
Current Liabilities . . . . . . . . . .    38,841    68,109    36,708    28,825    25,286
Deferred Credits and Other. . . . . . .    95,396    61,794    59,125    59,889    53,723
Non-Utility Liabilities . . . . . . . .     1,701     3,317         -     7,074    13,070
                                         --------  --------  --------  --------  --------
Total Capitalization and Liabilities. .  $330,134  $316,608  $299,751  $314,824  $325,733
                                         ========  ========  ========  ========  ========
</TABLE>

ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.
     In this section, we explain the general financial condition and the results
of  operations  for  Green  Mountain  Power  Corporation (the "Company") and its
subsidiaries.  This  explanation  includes:
*     factors  that  affect  our  business;
*     our  earnings  and  costs  in  the  periods presented and why they changed
between  periods;
*     the  source  of  our  earnings;
*     our  expenditures  for capital projects and what we expect they will be in
the  future;
*     where  we  expect  to  get  cash  for  future  capital  expenditures;  and
*     how  all  of  the  above  affects  our  overall  financial  condition.

     Our  critical  accounting  policies are discussed in Item 7a, "Quantitative
And  Qualitative  Disclosures About Market Risk, And Other Factors", and in Item
8,  Note  1,  "Significant  Accounting  Policies".  Management believes the most
critical  accounting policies include the regulatory accounting framework within
which  we  operate  and  the manner in which we account for certain power supply
arrangements  that  qualify  as  derivatives.  These  accounting policies, among
others,  affect  the  Company's more significant judgments and estimates used in
the  preparation  of  its  consolidated  financial  statements.

     There  are statements in this section that contain projections or estimates
and that are considered to be "forward-looking" as defined by the Securities and
Exchange  Commission  (the "SEC").  In these statements, you may find words such
as  believes,  expects,  plans,  or  similar  words.  These  statements  are not
guarantees  of our future performance.  There are risks, uncertainties and other
factors  that  could  cause actual results to be different from those projected.
Some  of  the  reasons  the  results  may  be  different are discussed under the
captions  "Power  Contract  Commitments",  "Future  Outlook",  "Transmission
Expenses",  "Environmental  Matters",  "Rates"  and  "Liquidity  and  Capital
Resources",  in  this  Management  Discussion  and  Analysis  and  include:
*     regulatory  and  judicial  decisions  or  legislation;
*     weather;
*     energy  supply  and  demand  and  pricing;
*     contractual  commitments;
*     availability,  terms,  and  use  of  capital;
*     general  economic  and  business  environment;
*     changes  in  technology;
*     nuclear  and  environmental  issues;  and
*     industry  restructuring  and  cost  recovery  (including  stranded costs).

     These  forward-looking  statements  represent our estimates and assumptions
only  as  of  the  date  of  this  report.

EARNINGS  SUMMARY
     The  Company  reported  consolidated  earnings of $1.85 per share of common
stock, diluted, in 2001 compared to a loss of $1.25 per share in 2000 and a loss
of $0.79 per share in 1999. The 2001 earnings represent a consolidated return on
average  common equity of 11.02 percent, and a return on regulated operations of
11.25  percent.  The  consolidated  return on average common equity was negative
7.1  percent  in  2000 and negative 4.0 percent in 1999.  Income from continuing
operations  was $1.88 per share, diluted, in 2001, compared with a loss of $0.06
per  share  in  2000 and earnings of $0.57 per share in 1999. Certain subsidiary
operations,  classified  as  discontinued in 1999, lost $0.03 per share in 2001,
compared with a loss of $1.19 per share in 2000 and a loss of $1.36 per share in
1999.
On  January  23, 2001, the Vermont Public Service Board ("VPSB") issued an order
(the  "Settlement  Order")  approving  a  settlement between the Company and the
Vermont Department of Public Service (the "Department") that granted the Company
an  immediate  3.42  percent  rate  increase, and allowed full recovery of power
supply  costs  under the Hydro-Quebec Vermont Joint Owners ("VJO") contract. The
Settlement  Order  paved the way for restoration of the Company's first mortgage
bond credit rating to investment grade status (See "Rates-Retail Rate Cases" and
"Liquidity  and  Capital  Resources" in this section) and along with lower power
supply  costs,  enabled  the Company to earn its allowed rate of return of 11.25
percent  on  utility  operations  during  2001.
     The  improvement  in  earnings  from continuing operations in 2001 compared
with  the  prior  year  resulted  from  several  factors,  primarily:
*     power  supply costs were $10.5 million lower than during 2000, principally
due to decreased costs associated with the management of the Company's long-term
power  supply  sale  commitments to Hydro Quebec, and a decrease in lower margin
wholesale  sales  of  electricity;
*     the  3.42 percent retail rate increase under the Settlement Order resulted
in  an  increase  of  $9.1  million  in  retail  operating  revenues;  and
*     the  write-off  in  2000  of $3.2 million or $0.35 per share in regulatory
litigation  costs.

     The  consolidated loss in 2000 was greater than the prior year consolidated
loss as a result of the VPSB Settlement Order that provided for the write-off of
$3.2  million or $0.35 per share in regulatory litigation costs and higher power
supply  costs  that  were not recovered in rates. Power supply expense increased
$28.3  million in 2000, outpacing revenue growth of $26.3 million and reductions
in  depreciation  and  amortization  expense  of  $0.9  million.
     The  Company's  discontinued  operations  lost  $0.03  per  share  in 2001,
compared  with  a loss of $1.19 per share in 2000, and a loss of $1.36 per share
in  1999.  During  1999,  the  Company discontinued operations of Northern Water
Resources, Inc.("NWR"), formerly known as Mountain Energy, Inc., a subsidiary of
the  Company  that  invested  in  wastewater,  energy  efficiency and generation
businesses.  The  loss  in  2000  reflects  the  sale of most of NWR's remaining
energy  assets  and  the  estimated  costs  of  winding  down  NWR's  wastewater
businesses.

ITEM  7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, AND OTHER
RISK  FACTORS-     The primary concern affecting future operating results is the
volatility  of  the  wholesale  electricity market.  Inherent in our market risk
sensitive  instruments  and positions is the potential loss arising from adverse
changes  in  our  commodity  prices.  Restructuring  of the wholesale market for
electricity  has brought increased price volatility to our power supply markets.
     The  price of electricity is subject to fluctuations resulting from changes
in  supply and demand. To reduce price risk caused by these market fluctuations,
we  have  established a policy to hedge (through the utilization of derivatives)
our  supply  and  related  purchase  and  sales  commitments,  as  well  as  our
anticipated  purchases  and  sales.  Changes  in the market value of derivatives
have  a  high  correlation  to  the  price  changes  of  the hedged commodities.
     The  Company has a contract with Morgan Stanley Capital Group, Inc. ("MS"),
which  is  used  to hedge against increases in fossil fuel prices.  MS purchases
the  majority  of  the  Company's  power  supply resources at index (fossil fuel
resources) or specified (i.e., contracted resources) prices and then sells to us
at  a  fixed  rate  to  serve  pre-established load requirements.  This contract
allows  management  to  fix  the  cost of much of its power supply requirements,
subject  to  power  resource availability and other risks.  The MS contract is a
derivative  under  Statement  of  Financial  Accounting Standards No. 133 ("SFAS
133")  and is effective through December 31, 2003.  Management's estimate of the
fair  value  of  the future net cost of this arrangement at December 31, 2001 is
approximately  $11.6  million.
     We  also sometimes use future contracts to hedge forecasted wholesale sales
of  electric power, including material sales commitments as discussed in Note K.
We currently have an arrangement with Hydro-Quebec that grants them an option to
call  power at prices that are expected to be below current and estimated future
market  rates.  This  arrangement is a derivative and is effective through 2015.
Management's  estimate  of  the  fair  value  of  the  future  net cost for this
arrangement  at  December  31,  2001  is  approximately  $25.7  million.


A  sensitivity analysis has been prepared to estimate the exposure to the market
price  risk  of  our  electricity  commodity  positions, using the Black-Scholes
model,  over  the  next  13 years.  Our daily net commodity position consists of
purchased  electric  capacity.  Assumptions  used  within  the  model  include a
ten-year  government  bond  risk-free  interest rate of 5.02 percent, volatility
equivalent to the peer weighted average from NEPOOL which varies from 36 percent
in  the first year to 18 percent in year 13, locked in forward commitment prices
for  2002  and  2003, and an average of approximately 71,500 MWh per year with a
forward  market price of $54.29 per MWh for periods beyond 2003.  Actual results
may  differ  materially from the table.  Under an accounting order issued by the
VPSB,  changes  in  the fair value of derivatives are not recognized in earnings
until  the  derivative  positions  are settled.  The table below presents market
risk estimated as the potential loss in fair value resulting from a hypothetical
ten  percent  adverse  change  in  prices  which  for  the Company's derivatives
discussed  above  totals  approximately  $1.8  million.

<TABLE>
<CAPTION>

             Commodity Price Risk               At December 31, 2001

                      Fair Value     Market Risk
                    ---------------  ------------
                    (in thousands)
<S>                 <C>              <C>
Net short position  $        37,313  $      1,789
</TABLE>

The  major  risk  factors  for  the  Company  potentially  arising from electric
industry restructuring, if adopted in Vermont, including risks pertaining to the
recovery  of  stranded  costs,  are:
*     regulatory  and  legal  decisions;
*     cost  and  amount  of  default  service  responsibility;
*     the  market  price  of  power;  and
*     the  amount  of  market  share  retained  by  the  Company.

     There  can  be  no  assurance  that any potential future restructuring plan
ordered by the VPSB, the courts, or through legislation will include a mechanism
that  would  allow  for  full  recovery of our stranded costs and include a fair
return  on  those  costs  as  they  are being recovered.  If laws are enacted or
regulatory  decisions  are  made  that  do  not offer an adequate opportunity to
recover  stranded  costs,  we  believe  we  have  compelling  legal arguments to
challenge  such  laws  or  decisions.
     The  largest category of our potential stranded costs is future costs under
long-term  power  purchase  contracts,  which,  based  on current forecasts, are
above-market.  The magnitude of our stranded costs is largely dependent upon the
future  market price of power.  We have discussed various market price scenarios
with  interested  parties  for  the  purpose  of  identifying  stranded  costs.
Preliminary  market price assumptions, which are likely to change, have resulted
in  estimates  of  the Company's stranded costs of between $167 million and $204
million  over  the  life  of  the  contracts.  We  intend to aggressively pursue
mitigation  efforts in order to minimize the amount and maximize the recovery of
these  costs.
     If retail competition is implemented in Vermont, we cannot predict what the
impact  would  be  on  the  Company's  revenues  from  electricity  sales.
Historically,  electric  utility  rates  have  been based on a utility's cost of
service.  As  a  result,  electric  utilities  are subject to certain accounting
standards  that  apply  only  to  regulated  businesses.  Statement of Financial
Accounting  Standards  Number  71,  ("SFAS  71"),  Accounting for the Effects of
Certain  Types  of  Regulation,  allows  regulated  entities,  in  appropriate
circumstances, to establish regulatory assets and liabilities, and thereby defer
the  income  statement impact of certain costs and revenues that are expected to
be  realized  in  future  rates.

     The  Company  currently  complies  with  the provisions of SFAS 71.  If the
Company had determined that it no longer met the criteria for following SFAS 71,
at  December  31,  2001  the accounting impact would have been an extraordinary,
non-cash charge to operations of $74.2 million.  Factors that could give rise to
the  discontinuance  of  SFAS  71  include:
*     deregulation;
*     a  change  in  the  regulators'  approach to setting rates from cost-based
regulation  to  another  form  of  regulation;
*     increasing competition that limits our ability to sell utility services or
products  at  rates  that  will  recover  costs;  and
*     regulatory  actions  that  limit  rate  relief  to a level insufficient to
recover  costs.
     The  enactment  of  restructuring  legislation  or issuance of a regulatory
order  containing  provisions that do not allow for the recovery of above-market
power costs would require the Company to estimate and record losses immediately,
on  an  undiscounted  basis,  for  any above-market power purchase contracts and
other  costs  which are probable of not being recoverable from customers, to the
extent  that  those  costs  are  estimable.
     We  are  unable  to  predict what form future legislation, if passed, or an
order,  if issued, will take, and we cannot predict if or to what extent SFAS 71
will continue to be applicable in the future.  In addition, members of the staff
of  the  Securities and Exchange Commission have raised questions concerning the
continued  applicability  of  SFAS 71 to certain other electric utilities facing
restructuring.  However,  we currently believe that the continued application of
SFAS  71  is  appropriate  at  this  time.
     We  cannot predict whether restructuring legislation enacted by the Vermont
General  Assembly or any subsequent report or actions of, or proceedings before,
the VPSB or the Vermont General Assembly would have a material adverse effect on
our operations, financial condition or credit ratings.  The failure to recover a
significant  portion  of  our  purchased  power  costs, or to retain and attract
customers  in  a  competitive  environment, would likely have a material adverse
effect  on our business, including our operating results, cash flows and ability
to  pay  dividends  at  current  levels.

UNREGULATED  BUSINESSES
     In 2000, we significantly reduced our investment in unregulated businesses,
continuing  the  process  we  began  in  June  1999,  when we decided to sell or
otherwise  dispose  of  the  assets  of NWR, and report its results as loss from
operations of a discontinued segment.  NWR, which invested in energy generation,
energy  efficiency  and  wastewater  treatment projects, lost approximately $0.2
million  in  2001,  compared  with a loss of $6.5 million in 2000, and a loss of
$7.3  million  in  1999.  The  2001  loss  resulted primarily from provisions to
recognize adjustments to liability estimates under warrantees for past equipment
sales.
     Risk  factors associated with the discontinuation of NWR operations include
the  outcome  of  warranty litigation, and future cash requirements necessary to
minimize  costs  of  winding down wastewater operations.  Several municipalities
using  wastewater treatment equipment provided by Micronair, LLC, a wholly owned
subsidiary  of  NWR,  have commenced or threatened litigation against Micronair.
The ultimate loss remains subject to the disposition of remaining NWR assets and
liabilities,  and  could  exceed  the  amounts  recorded.
          The  Company's  unregulated  rental  water heater business earned $0.3
million  in  2001,  essentially  unchanged  from  the  prior  year.

RESULTS  OF  OPERATIONS
OPERATING  REVENUES  AND  MWH  SALES-Operating revenues and megawatthour ("MWh")
sales  for  the  years  ended  2001,  2000  and  1999  consisted  of:

<TABLE>
<CAPTION>


                                           Years ended December 31,
                                      2001                2000        1999
                           --------------------------  ----------  ----------
<S>                        <C>                         <C>         <C>
                           (dollars in thousands)
 Operating Revenues
     Retail . . . . . . .  $                  195,093  $  185,944  $  179,997
     Sales for Resale . .                      83,804      88,333      68,305
     Other. . . . . . . .                       4,567       3,049       2,746
                           --------------------------  ----------  ----------
 Total Operating Revenues  $                  283,464  $  277,326  $  251,048
                           ==========================  ==========  ==========

 MWH Sales-Retail . . . .                   1,948,131   1,947,857   1,900,188
 MWH Sales for Resale . .                   2,368,887   2,575,657   2,172,849
                           --------------------------  ----------  ----------
 Total MWH Sales. . . . .                   4,317,018   4,523,514   4,073,037
                           ==========================  ==========  ==========
</TABLE>


<TABLE>
<CAPTION>

 Average  Number  of  Customers

                                          Years ended December 31,
                                        2001             2000    1999
                               ------------------------  ------  ------
<S>                            <C>                       <C>     <C>
    Residential . . . . . . .                    73,270  72,424  71,515
    Commercial and Industrial                    13,006  12,769  12,461
    Other . . . . . . . . . .                        65      65      66
                               ------------------------  ------  ------
 Total Number of Customers. .                    86,341  85,258  84,042
                               ========================  ======  ======
</TABLE>

Differences  in  operating  revenues  were  due  to  changes  in  the following:

<TABLE>
<CAPTION>

    Change in Operating Revenues      2000 to      1999 to
                                      2001         2000
                                 ---------------  -------
                                  (In thousands)
<S>                              <C>              <C>
 Retail Rates . . . . . . . . .  $        9,122   $ 4,551
 Retail Sales Volume. . . . . .              27     1,396
 Resales and Other Revenues . .          (3,011)   20,331
                                 ---------------  -------
 Increase in Operating Revenues  $        6,138   $26,278
                                 ===============  =======
</TABLE>

In  2001,  total  electricity sales decreased 4.6 percent compared with 2000 due
principally  to  reduced sales for resale executed pursuant to the MS agreement,
described  in  more  detail below under the headings "Power Supply Expenses" and
"Power  Contract  Commitments".  Total operating revenues increased $6.1 million
or  2.2  percent in 2001 compared with 2000 primarily due to increases in retail
and  other  operating  revenues,  partially offset by a decrease in lower margin
wholesale  sales.  Retail  operating  revenues  increased  $9.1  million  or 4.9
percent  in  2001  compared with 2000 due to a 3.42 percent retail rate increase
that  went  into effect January 2001 and an additional increase in revenues from
an  industrial  customer  pursuant  to revisions in a special contract with that
customer  approved  in  the  Settlement  Order.

     In  2000  total electricity sales increased 11.1 percent compared with 1999
due  principally  to  sales  for  resale  executed pursuant to the MS agreement,
described  in  more  detail below under the headings "Power Supply Expenses" and
"Power  Contract Commitments".  Total operating revenues increased $26.3 million
or  10.5  percent primarily for the same reason. Total retail revenues increased
$5.9  million  or  3.3  percent  in  2000  primarily  due  to:
*     a 3.0 percent retail rate increase that went into effect January 2000; and
*     a  2.6 percent increase in sales of electricity to both our commercial and
industrial  and  our  residential  customers  resulting  primarily from customer
growth  and  load  growth  for  our  largest  customer.

     International  Business  Machines Corporation ("IBM"), the Company's single
largest  customer, operates manufacturing facilities in Essex Junction, Vermont.
IBM's  electricity  requirements  for  its  main  plant  and  an  adjacent plant
accounted for approximately 26.6, 26.6, and 25.9 percent of the Company's retail
MWh  sales  in  2001,  2000,  and  1999,  respectively, and 19.2, 16.5, and 16.2
percent  of  the  Company's  retail  operating revenues in 2001, 2000, and 1999,
respectively.  No  other  retail customer accounted for more than one percent of
the  Company's  revenue  in  any  year.
     Since  1995,  the  Company  has  had  agreements  with  IBM with respect to
electricity  sales above agreed-upon base-load levels.  On December 8, 2000, the
VPSB  approved  a  new  three-year agreement between the Company and IBM, ending
December 31, 2003. The price of power for the renewal period of the agreement is
above  our  marginal  costs  of  providing  incremental  service  to  IBM.

POWER  SUPPLY EXPENSES- Prior to 2001, our inability to recover our power supply
costs had been a primary reason for the poor performance of the Company's common
stock price during 1999 and 2000.  The Settlement Order removed this obstacle by
allowing the Company rate recovery of its estimated power supply costs for 2001.
Furthermore,  the  Settlement  Order  allowed the Company to defer approximately
$8.5  million in rate levelization revenues for recognition in 2002 and 2003, if
necessary,  to  achieve its allowed rate of return.  The deferred recognition of
rate  levelization  revenues  provides  us  an  opportunity to recover our power
supply  costs  in  2002  without  further  rate  relief  (See  "Power  Contract
Commitments",  and  "Rates-Retail  Rate  Cases"  in  this  section).
     Power  supply  expenses  constituted  75.3, 77.7, and 75.4 percent of total
operating  expenses  for  the  years  2001,  2000, and 1999, respectively. Power
supply  expenses decreased by $10.5 million or 5.0 percent in 2001 and increased
$28.3  million or 15.4 percent in 2000. The decrease in power supply expenses in
2001  compared  with  2000  resulted  from  the  following:
*     a  $7.7  million  decrease  in  energy  costs  arising from a power supply
arrangement  with  Hydro-Quebec,  discussed  under  the  caption "Power Contract
Commitments",  whereby  Hydro-Quebec  has an option to purchase energy at prices
that  were  below  market  replacement  costs;
*     a  $5.9  million  decrease  in  Vermont  Yankee costs due primarily to the
timing  of  scheduled outages at the plant, where the outage costs including the
costs  of  replacement  power  are  deferred  and  amortized over the subsequent
refueling  cycle;
*     a $4.5 million decrease from power purchased for resale, primarily under a
power  supply agreement discussed under the caption "Power Contract Commitments"
below,  whereby we buy power from MS that is sufficient to serve pre-established
load  requirements  at  a  pre-defined  price;  and
*     a  $3.0  million  decrease  in Company-owned generation costs reflecting a
reduction  in  generation used to maintain system reliability as compared to the
prior  year  when  the unavailability of certain transmission equipment required
these  units  to  run  more  frequently.


     These  amounts  were  partially offset by the disallowance in rates of 2000
Hydro  Quebec  power contract costs that required $7.5 million of those costs to
be  charged in 1999 and amortized as a reduction of power supply expenses during
2000,  $2.1  million in higher energy prices in 2001 under our MS agreement, and
higher  capacity  costs  in  2001  of  approximately  $1.0  million.
     Power  supply expenses increased by $28.3 million or 15.4 percent from 1999
to  2000.  The increase in power supply expenses from 1999 to 2000 resulted from
the  following:

*     a  $20.0 million increase from power purchased for resale, primarily under
a  power  supply agreement discussed below, whereby we buy power from MS that is
sufficient  to  serve  pre-established load requirements at a pre-defined price;
*     a  $7.7  million  increase  in  energy  costs  arising from a power supply
arrangement  with  Hydro-Quebec,  discussed  below,  whereby Hydro-Quebec has an
option  to  purchase  energy at prices that were below market replacement costs;
*     the costs to serve increased retail sales of electricity of 2.8 percent in
2001  and  higher  unit  power  supply  costs;  and
*     a  $3.6  million  increase in capacity costs associated with our long-term
Hydro-Quebec  power  supply  contract.

     These  amounts were partially offset by a reduction in 2000 of $9.7 million
in  losses  accrued  for  the  Hydro-Quebec  power  cost disallowance under past
regulatory  rulings.  Results  for 1999 reflected pretax charges of $2.2 million
in  disallowed  Hydro-Quebec  power costs, compared with the amortization during
2000  of  accrued power expenses of $7.5 million for 2000 that had been recorded
in  1999.  The  power  supply  costs  of Company-owned generation increased 39.3
percent  or  $2.2  million  in  2000 due to purchases by MS under a power supply
agreement  discussed  below  and  because  units  were  dispatched  for  system
reliability  requirements  due  to  the  unavailability  of certain transmission
facilities.

     The  Independent  System  Operator  of  New  England ("ISO") was created to
manage  the operations of the New England Power Pool ("NEPOOL") effective May 1,
1999. The ISO works as a clearinghouse for purchasers and sellers of electricity
in  the deregulated wholesale energy markets. Sellers place bids for the sale of
their  generation  or purchased power resources and if demand is high enough the
output  from  those  resources  is  sold.
     We must purchase electricity to meet customer demand during periods of high
usage  and  to  replace  energy repurchased by Hydro-Quebec under an arrangement
negotiated  in  1997.  Our  costs  to serve demand during periods of warmer than
normal  temperatures  in summer months and to replace such energy repurchases by
Hydro-Quebec  rose  substantially  after  the  wholesale  power  markets  became
deregulated  in  1999,  which  caused much greater volatility in spot prices for
electricity.  The  cost  of  securing  future  power  supplies  had  also  risen
substantially  in  tandem  with  higher  summer power supply costs.  The Company
cannot  predict  the  extent  to which future prices will trade above historical
levels  of  cost.  If  the  new  markets  continue  to experience the volatility
evident  during  1999  and  2000,  our earnings and cash flow could be adversely
impacted  by  a  material  amount.

POWER  CONTRACT  COMMITMENTS-  On  February 11, 1999, we entered into a contract
with  MS  as  a result of our power requirements solicitation in 1998.  A master
power  purchase  and sales agreement ("PPSA") defines the general contract terms
under  which  the  parties  may transact.  The sales under the PPSA commenced on
February  12,  1999  and  will  terminate  after  all  obligations  under  each
transaction  entered  into  by MS and the Company have been fulfilled.  The PPSA
was  filed  with  the Federal Energy Regulatory Commission ("FERC") and the VPSB
was  notified  as  well.  In January 2001, the PPSA was modified and extended to
December  31,  2003.
     The  PPSA  provides us with a means of managing price risks associated with
changing  fossil fuel prices.  On a daily basis, and at MS's discretion, we sell
power  to  MS from either (i) all or part of our portfolio of power resources at
predefined  operating  and  pricing  parameters  or  (ii)  any  power  resources
available  to  us,  provided  that  sales  of  power  from  sources  other  than
Company-owned  generation  comply  with  the  predefined  operating  and pricing
parameters.  MS  then  sells  to  us, at a predefined price, power sufficient to
serve  pre-established load requirements.  MS is also responsible for scheduling
supply  resources.  We  remain  responsible  for  resource  performance  and
availability.  MS  provides  no  coverage against major unscheduled outages. The
Company  and  MS  have  agreed  to the protocols that are used to schedule power
sales  and  purchases  and to secure necessary transmission.  We anticipate that
arrangements we make to manage power supply risks will be on average more costly
than  the  expected  cost  of fuel during the periods being hedged because these
arrangements  would  typically  incorporate  a  risk  premium.
     During  1994,  we  negotiated an arrangement with Hydro-Quebec that reduced
the  cost  under  our  1987  contract  with  Hydro-Quebec over the November 1995
through  October  1999  period  (the  "July  1994  Agreement").
     As  part  of  the  July  1994 Agreement, we were obligated to purchase $4.0
million  (in  1994  dollars)  worth  of  research  and  development  work  from
Hydro-Quebec  over  a  four-year period (which was extended to 2001), and made a
$6.5  million  (in  1994 dollars) payment to Hydro-Quebec in 1995.  Hydro-Quebec
retains  the  right to curtail annual energy deliveries by 10 percent up to five
times,  over  the 2001 to 2015 period, if documented drought conditions exist in
Qu  bec.
     Hydro-Quebec  also  has the right to reduce the load factor from 75 percent
to  65  percent  a  total  three  times over the life of the 1987 contract.  The
Company  can  delay  such reduction by one year under the same contract.  During
2001, Hydro-Quebec exercised the first of these options for 2002 and the Company
delayed  the  effective date of this exercise until 2003.  The Company estimates
that  the  net cost of Hydro-Quebec's exercise of its option will increase power
supply expense during 2003 by approximately $0.4 million.       During the first
year  of  the July 1994 Agreement (the period from November 1995 through October
1996), the average cost per kilowatt-hour of Schedules B and C3 combined was cut
from  6.4  to  4.2  cents  per kilowatt-hour, a 34 percent (or $16 million) cost
reduction.  Over  the  period  from  November  1996  through  December  2000 and
accounting  for  the  payments  to  Hydro-Quebec,  the  combined unit costs were
lowered  from  6.5  to  5.9  cents  per kilowatt-hour, reducing unit costs by 10
percent  and  saving  $20.7  million  in  nominal  terms.
     Under  a  power  supply  arrangement  executed in January 1996 ("9601"), we
received  payments from Hydro-Quebec of $3.0 million in 1996 and $1.1 million in
1997.  Under  9601 we were required to shift up to 40 megawatts of deliveries to
an  alternate  transmission  path,  and  use  the  associated  portion  of  the
NEPOOL/Hydro-Quebec  interconnection facilities to purchase power for the period
from  September  1996  through  June  2001  at  prices  that  varied  based upon
conditions  in  effect  when  the  purchases  were made.  9601 also provided for
minimum  payments  by the Company to Hydro-Quebec for periods in which power was
not  purchased  under  the  arrangement.  9601  allowed  Hydro-Quebec to curtail
deliveries  of  energy  should  it  need  to use certain resources to supplement
available  supply.  Hydro-Quebec did curtail deliveries in the fourth quarter of
2000.  We  estimate  that  9601  has  provided  a  benefit of approximately $3.0
million  on  a  net  present  value  basis  over  the  past  six  years.
     Under  a  separate  arrangement  executed  on  December  5,  1997 ("9701"),
Hydro-Quebec  paid  $8.0  million  to  the  Company in 1997.  In return for this
payment, we provided Hydro-Quebec options for the purchase of power.  Commencing
April 1, 1998 and effective through the term of the 1987 Contract, which ends in
2015,  Hydro-Quebec  may  purchase  up  to  52,500 MWh ("option A") on an annual
basis, at the 1987 Contract energy prices, which are substantially below current
market  prices.  The  cumulative  amount  of  energy that may be purchased under
option  A  shall  not  exceed  950,000  MWh.
     Over  the  same  period,  Hydro-Quebec may exercise an option to purchase a
total  of  600,000  MWh  ("option  B")  at the 1987 Contract energy price. Under
option  B, Hydro-Quebec may purchase no more than 200,000 MWh in any year. As of
December  31, 2001, Hydro-Quebec had purchased or called to purchase 432,000 MWh
under  option  B.
     In  2001,  Hydro-Quebec  exercised  option  A  and option B, and called for
deliveries  to  third  parties  at a net expense to the Company of approximately
$7.6  million,  including  capacity  charges.
     In  2000,  Hydro-Quebec  exercised  option  A  and option B, and called for
deliveries  to third parties at a net cost to the Company of approximately $14.0
million (including the cost of January and February, 2001 calls, and the cost of
related  financial  positions), which was due to higher energy replacement costs
incurred  by  the  Company.  Approximately $6.6 million of the $14.0 million net
9701  costs  were  recovered  in  rates  on  an  annual  basis.
     In  1999, Hydro-Quebec called for deliveries to third parties at a net cost
to  the Company of approximately $6.3 million.  Hydro-Quebec's option to curtail
energy  deliveries  pursuant  to  the  July  1994  Agreement can be exercised in
addition  to  these  purchase  options.
     The  VPSB, in the Settlement Order stated, "The record does not demonstrate
that  any  other New England utility foresaw the extent and degree of volatility
that  has  developed  in  the  New  England wholesale power markets. Absent that
volatility,  the  97-01  Agreement  would  not  have  had  adverse  effects." In
conjunction  with the Settlement Order, Hydro-Quebec committed to the Department
that  it  would  not  call any energy under option B of 9701 during the contract
year  ending  October  31,  2002.
     On  April  17,  2001,  an  Arbitration  Tribunal issued its decision in the
arbitration  brought  by  a  group  of  Vermont electric companies and municipal
utilities,  known  as the Vermont Joint Owners ("VJO"), against Hydro-Quebec for
its failure to deliver electricity pursuant to the VJO/Hydro-Quebec power supply
contract  during  the  1998  ice  storm.  The  Company  is  a member of the VJO.
     In  its  award, the Arbitration Tribunal agreed partially with Hydro-Quebec
and  partially  with  the  VJO.  In the decision, the Tribunal concluded (i) the
VJO/Hydro-Quebec  power  supply  contract  remains in effect and Hydro-Quebec is
required  to  continue  to  provide capacity and energy to the Company under the
terms  of  the  VJO  contract,  which  expires  in 2015 and (ii) Hydro-Quebec is
required  to  return  certain  capacity  payments  to  the  VJO.
          On  July  23,  2001,  the  Company received approximately $3.2 million
representing  its  share  of refunded capacity payments from Hydro-Quebec. These
proceeds  reduced  related  deferred  assets  leaving  a  deferred  balance  of
unrecovered  arbitration  costs of approximately $1.4 million.  We believe it is
probable  that  this  balance  will  ultimately  be  recovered  in  rates.

Vermont  Yankee  Nuclear  Power  Corporation("VY")
     On  August  15,  2001, VY agreed to sell its nuclear power plant to Entergy
Corporation  for  approximately  $180  million.  The  FERC  approved the Entergy
purchase  on January 30, 2002.  The sale is subject to approval of the VPSB, the
U.S.  Nuclear  Regulatory  Commission,  and  other regulatory bodies.  A related
agreement  calls for Entergy to provide the current output level of the plant to
VY's  present  sponsors, including the Company, at average annual prices ranging
from  $39  to  $45  per  megawatt  hour  through  2012, subject to a "low market
adjuster"  effective November 2005, that protects the Company and other sponsors
in  the  event  that  market prices for power drop significantly.  No additional
decommission  liability  funding  or any other financing by VY is anticipated to
complete  the  transaction.  The  sale, if completed, will lower projected costs
over the remaining license period for VY.  The Company would continue to own its
equity interest in VY, whose role would consist primarily of administering power
supply  contracts  between Entergy and VY's present sponsors.  On March 4, 2002,
the  Vermont  Department  of  Public  Service  announced its  endorsement of the
proposed  sale  of  the  Vermont Yankee nuclear plant to Entergy Corporation, as
discussed  in  Note  B.

     The  VY  plant  currently  has  several  fuel rods that will require repair
during  2002,  a  maintenance  requirement  that is not unique to VY.  There are
various  means  of  addressing  the  maintenance, including an estimated ten-day
shutdown  of the plant, or a delay in shutdown accompanied by a reduction in the
generation  output  at the plant.  At the present time, the Company is unable to
estimate the duration of any future outage or its ultimate cost, but it could be
material.

OTHER  OPERATING  EXPENSES-  Other operating expenses decreased $1.7 million, or
9.7  percent  in  2001  compared with 2000.  The decrease was primarily due to a
$3.2  million  charge  during  2000  for disallowed regulatory litigation costs,
ordered by the VPSB as part of the Settlement Order, offset in part by increased
outside  service  expense  during  2001.
     Other operating expenses increased $0.1 million in 2000 compared with 1999.
The  increase  was  primarily  due  to  a  $3.2  million  charge  for disallowed
regulatory  litigation  costs,  ordered  by  the  VPSB as part of the Settlement
Order.  The increase was offset by a $3.3 million decrease in administrative and
general  expense caused by the Company's reorganization efforts that reduced the
size  of  the  workforce  and  lowered  building  occupancy  costs.

TRANSMISSION  EXPENSES-Transmission  expenses  decreased  $0.1  million  or  0.8
percent  in  2001  compared  with  2000.
     Transmission  expenses  increased  $3.4  million  or  31.8  percent in 2000
compared  with 1999 primarily due to congestion charges that reflect the lack of
adequate  transmission  or  generation  capacity in certain locations within New
England.  These  charges are allocated to all ISO members. The Company is unable
to predict the magnitude or duration of future congestion charge allocation, but
amounts  could  be  material.

     In  2000,  FERC  issued  a  separate  order  ("Order  2000")  requiring all
utilities  to  file  plans  for  the  formation  and  administration of regional
transmission  organizations  ("RTO").  In  January  2001,  the Company and other
Vermont  transmission  owning companies filed in compliance with Order 2000. The
Vermont  companies  support  the  Petition  for Declaratory Order by various New
England transmission owning companies, with reservations. The Vermont companies'
principal  concerns  relate  to:
*     whether a New England RTO ("NERTO") will include all non-Pool Transmission
Facilities  in  the  NERTO  Tariff  on  a  rolled  in  basis;
*     whether  Highgate  and  Phase  I/Phase  II transmission facilities will be
included  in  the  Tariff  without  a  separate  transmission  levy;
*     whether  NERTO  will  continue  the  transition  to  a  single  regional
transmission  rate;  and
*     the  percentage  of equity that transmission owners may acquire in the new
organization.
     It  has  become  likely  that  New England will adopt separate local energy
prices  that  reflect  transmission constraints between local regions within the
NERTO.  The  changes  are  expected  to  become  effective  during  2003.  The
locational  energy  prices  are  likely  to  vary between local regions based on
variables  that  include  the  amount  of  local  generation,  the cost of local
transmission facilities and the congestion within the local transmission system.
The  Company  is  unable  to  estimate  how  these  transmission  issues will be
resolved,  but  the  negative  impact on transmission expense could be material.

MAINTENANCE  EXPENSES-Maintenance expenses increased $0.5 million or 7.2 percent
in  2001  compared  with  2000  due  to  increased  expenditures on right-of-way
maintenance programs.  Maintenance expenses decreased in 2000 by $0.1 million or
1.4  percent  compared  with  1999  due  to reductions in scheduled maintenance.

DEPRECIATION  AND  AMORTIZATION-     Depreciation  and  amortization  expense
decreased  $1.0  million  or  6.6  percent  in  2001  compared  with 2000 due to
reductions  in  amortization  of  demand  side  management  costs that were only
partially  offset  by  increased  depreciation  of  utility  plant  in  service.
Depreciation  and amortization expenses decreased $0.9 million or 5.5 percent in
2000  compared  with  1999  for  the  same  reason.

INCOME  TAXES-Income  tax  amounts  increased  in 2001 due to an increase in the
Company's  taxable income. Income taxes decreased for 2000 due to an increase in
the  Company's  taxable  loss.

OTHER  INCOME-Other income decreased $0.3 million in 2001 compared with 2000 due
in part to reduced interest income from the reduced investment returns available
in 2001.       Other income decreased $0.7 million in 2000 due to a $0.6 million
gain  on  the  1999  sale  of  Green  Mountain  Energy  Resources,  Inc.

INTEREST  EXPENSE-Interest expense decreased $0.2 million or 3.0 percent in 2001
compared  with  2000  primarily  due  to  scheduled reductions in long-term debt
offset  in  part  by  a  $12  million  term  loan  made  on  August  24,  2001.
     Interest  expense  increased  $0.1  million  or  1.0 percent in 2000 due to
increases  in  short-term  debt  and  rising  interest rates that were partially
offset  by  reductions  in  long-term  debt.

DIVIDENDS  ON  PREFERRED  STOCK-     Dividends  on  preferred  stock  decreased
$81,000,  or  8.0  percent  in  2001  compared  with  2000 due to repurchases of
preferred  stock.  In  2000,  dividends on preferred stock decreased $141,000 or
12.2  percent  for  the  same  reason.

ENVIRONMENTAL  MATTERS
     The  electric  industry  typically uses or generates a range of potentially
hazardous products in its operations.  We must meet various land, water, air and
aesthetic  requirements  as  administered by local, state and federal regulatory
agencies.  We  believe  that  we  are  in  substantial  compliance  with  these
requirements,  and  that  there are no outstanding material complaints about our
compliance  with  present  environmental  protection  regulations,  except  for
developments  related  to  the  Pine  Street  Barge  Canal  site.

PINE  STREET  BARGE CANAL SITE-The Federal Comprehensive Environmental Response,
Compensation,  and  Liability  Act ("CERCLA"), commonly known as the "Superfund"
law, generally imposes strict, joint and several liability, regardless of fault,
for  remediation  of  property  contaminated with hazardous substances.  We have
previously  been notified by the Environmental Protection Agency ("EPA") that we
are  one  of several potentially responsible parties ("PRPs") for cleanup of the
Pine  Street  Barge  Canal site in Burlington, Vermont, where coal tar and other
industrial  materials  were  deposited.
     In  September 1999, we negotiated a final settlement with the United States
EPA,  the  State of Vermont (the "State"), and other parties to a Consent Decree
that  covers  claims with respect to the site and implementation of the selected
site  cleanup  remedy.  In  November  1999,  the Consent Decree was filed in the
federal district court.  The Consent Decree addresses claims by the EPA for past
Pine  Street  Barge  Canal site costs, natural resource damage claims and claims
for  past  and future oversight costs.  The Consent Decree also provides for the
design  and  implementation  of  response  actions  at  the  site.
     As  of December 31, 2001, our total expenditures related to the Pine Street
Barge  Canal  site  since  1982 were approximately $25.2 million.  This includes
amounts  not  recovered  in  rates,  amounts recovered in rates, and amounts for
which  rate  recovery  has  been sought but which are presently awaiting further
VPSB  action.  The  bulk  of  these expenditures consisted of transaction costs.
Transaction  costs  include  legal  and  consulting  costs  associated  with the
Company's  opposition to the EPA's earlier proposals for a more expensive remedy
at  the  site, litigation and related costs necessary to obtain settlements with
insurers  and  other  PRPs  to  provide  amounts  required  to fund the clean up
("remediation  costs"),  and to address liability claims at the site.  A smaller
amount of past expenditures was for site-related response costs, including costs
incurred  pursuant  to  EPA  and  State orders that resulted in funding response
activities at the site, and to reimburse the EPA and the State for oversight and
related  response  costs.  The EPA and the State have asserted and affirmed that
all costs related to these orders are appropriate costs of response under CERCLA
for  which  the  Company  and  other  PRPs  were  legally  responsible.
     We  estimate  that  we  have recovered or secured, or will recover, through
settlements  of  litigation  claims  against insurers and other parties, amounts
that  exceed  estimated  future  remediation  costs,  future  federal  and state
government  oversight  costs and past EPA response costs.  We currently estimate
our  unrecovered  transaction  costs  mentioned  above,  which were necessary to
recover settlements sufficient to remediate the site, to oppose much more costly
solutions proposed by the EPA, and to resolve monetary claims of the EPA and the
State, together with our remediation costs, to be $12.4 million over the next 32
years.  The  estimated  liability is not discounted, and it is possible that our
estimate  of  future  costs  could  change  by  a material amount.  We also have
recorded  an offsetting regulatory asset and we believe that it is probable that
we  will  receive  future  revenues  to  recover  these  costs.
     Through  rate  cases  filed  in  1991,  1993, 1994, and 1995, we sought and
received  recovery  for  ongoing  expenses associated with the Pine Street Barge
Canal  site.  While  reserving  the  right  to  argue  in  the  future about the
appropriateness of full rate recovery of the site-related costs, the Company and
the  Department,  and  as applicable, other parties, reached agreements in these
cases  that  the  full  amount of the site-related costs reflected in those rate
cases  should  be  recovered  in  rates.
     We  proposed  in  our  rate  filing  made  on  June 16, 1997 recovery of an
additional  $3.0 million in such expenditures. In an Order in that case released
March  2,  1998,  the VPSB suspended the amortization of expenditures associated
with  the Pine Street Barge Canal site pending further proceedings.  Although it
did  not  eliminate  the  rate  base deferral of these expenditures, or make any
specific  order in this regard, the VPSB indicated that it was inclined to agree
with  other parties in the case that the ultimate costs associated with the Pine
Street  Barge Canal site, taking into account recoveries from insurance carriers
and  other  PRPs,  should  be  shared  between customers and shareholders of the
Company.  In  response  to  our  Motion for Reconsideration, the VPSB on June 8,
1998  stated its intent was "to reserve for a future docket issues pertaining to
the sharing of remediation-related costs between the Company and its customers".
The Settlement Order released January 23, 2001 did not change the status of Pine
Street  Barge  Canal  site  cost  recovery.

CLEAN AIR ACT-Because we purchase most of our power supply from other utilities,
we  do not anticipate that we will incur any material direct cost increases as a
result  of  the  Federal  Clean  Air  Act  or  proposals  to make more stringent
regulations  under that Act.  Furthermore, only one of our power supply purchase
contracts,  which  expired in early 1998, related to a generating plant that was
affected  by Phase I of the acid rain provisions of this legislation, which went
into  effect  January  1,  1995.


RATES
RETAIL  RATE  CASES-  The  Company reached a final settlement agreement with the
Department  in  its  1998  rate  case during November 2000. The final settlement
agreement  contained  the  following  provisions:

*     The Company received a rate increase of 3.42 percent above existing rates,
beginning  with  bills  rendered  January  23,  2001,  and  prior temporary rate
increases  became  permanent;
*     Rates  were  set  at  levels  that  recover the Company's Hydro-Quebec VJO
contract  costs,  effectively ending the regulatory disallowances experienced by
the  Company  from  1998  through  2000;
*     The  Company  agreed  not  to  seek any further increase in electric rates
prior  to  April  2002 (effective in bills rendered January 2003) unless certain
substantially  adverse  conditions  arise,  including  a  provision  allowing  a
request  for  additional rate relief if power supply costs increase in excess of
$3.75  million  over  forecasted  levels;
*     The  Company  agreed  to  write  off in 2000 approximately $3.2 million in
unrecovered rate case litigation costs, and to freeze its dividend rate until it
successfully replaces short-term credit facilities with long-term debt or equity
financing;
*     Seasonal  rates  were  eliminated  in  April  2001,  which  generated
approximately  $8.5 million in additional cash flow in 2001 that can be utilized
to  offset  increased  costs  during  2002  and  2003;
*     The  Company  agreed  to consult extensively with the Department regarding
capital  spending commitments for upgrading our electric distribution system and
to  adopt  customer  care and reliability performance standards, in a first step
toward  possible  development  of  performance-based  rate-making;
*     The  Company  agreed  to  withdraw its Vermont Supreme Court appeal of the
VPSB's  Order  in  a  1997  rate  case;  and
*     The  Company  agreed to an earnings limitation for its electric operations
in  an amount equal to its allowed rate of return of 11.25 percent, with amounts
earned  over  the  limit  being  used  to  write  off  regulatory  assets.

     The  Company  earned approximately $30,000 in excess of its allowed rate of
return  during  2001  before  writing  off regulatory assets in the same amount.

     On  January  23,  2001, the VPSB approved the Company's settlement with the
Department,  with  two  additional  conditions:
*     The Company and customers shall share equally any premium above book value
realized by the Company in any future merger, acquisition or asset sale, subject
to  an  $8.0  million  limit  on  the  customers'  share;  and
*     The  Company's further investment in non-utility operations is restricted.


LIQUIDITY  AND  CAPITAL  RESOURCES
CONSTRUCTION-Our  capital  requirements  result  from  the  need  to  construct
facilities  or  to  invest  in  programs to meet anticipated customer demand for
electric  service.  Capital  expenditures,  net  of  customer  advances  for
construction,  over  the past three years and forecasted for 2002 are as follows

<TABLE>
<CAPTION>


             Generation     Transmission   Distribution   Conservation   Other*    Total
           ---------------  -------------  -------------  -------------  -------  -------
                                             (In thousands)
Actual:
---------
<S>        <C>              <C>            <C>            <C>            <C>      <C>
1999. . .  $           211  $         144  $       5,930  $       1,943  $ 9,038  $17,266
2000. . .            1,937            348          7,316             **    5,876   15,477
2001. . .            2,323          1,219          8,567             **    3,529   15,638
Forecast:
---------
2002. . .  $         3,258  $       1,827  $       9,173             **  $ 5,447  $19,705
</TABLE>

*  Other  includes  $6.1  million in 1999, $1.3 million in 2000, $1.5 million in
2001,  and  an  estimated  $2.2  million in 2002 for the Pine Street Barge Canal
site.
**A  state-wide Energy Efficiency Utility set up by the VPSB in 1999 manages all
energy  efficiency  programs, receiving funds the Company bills to its customers
as  a  separate  charge.

DIVIDEND  POLICY-  The  annual dividend rate was $0.55 per share at December 31,
2001.
     The  Settlement  Order  limits the dividend rate at its current level until
short-term  credit  facilities  are  replaced  with  long-term  debt  or  equity
financing.  Retained  earnings  at  December  31,  2001  were approximately $8.1
million.  The  Company  recorded  substantial  improvement  in retained earnings
during 2001 and, with continued growth in retained earnings, believes it will be
able  to  gradually  increase  the current dividend rate after restructuring its
credit  arrangements.  If  retained  earnings were eliminated, the Company would
not  be  able  to declare a dividend under its Restated Articles of Association.

FINANCING  AND  CAPITALIZATION-Internally-generated funds provided approximately
100 percent, 41 percent, and 92 percent of requirements for 2001, 2000 and 1999,
respectively.  Internally  generated  funds, after payment of dividends, provide
capital  requirements  for  construction,  sinking funds and other requirements.
We  anticipate  that  for  2002,  internally  generated  funds  will  provide
approximately 90 percent of total capital requirements for regulated operations,
the  remainder  to  be  derived  by  bank  loans.
     The  Company  is  not  dependent  on the use of off-balance sheet financing
arrangements,  such  as  securitization  of  receivables  or obtaining access to
assets  through  special  purpose  entities.  We  do  have material power supply
commitments  that  are  discussed  in  detail under the captions "Power Contract
Commitments"  and  "Power  Supply  Expenses".
     At  December  31, 2001, our capitalization consisted of 51.2 percent common
equity,  42.5  percent  long-term  debt  and  6.3  percent  preferred  equity.
          The  Company  has  a $15.0 million, 364-day revolving credit agreement
with  Fleet Financial Services ("Fleet") joined by KeyBank National Association,
("KeyBank")  expiring  June  2002  (the  "Fleet-Key  Agreement").  The Fleet-Key
Agreement  replaced  a  similar  agreement  with  Fleet  and  Citizens  Bank  of
Massachusetts  (the  "Fleet  agreement")  in  the  amount of $15.0 million, with
borrowings outstanding of $500,000, with a weighted average rate of 9.5 percent,
at  December  31,  2000.  There  were  no  amounts  outstanding on the Fleet-Key
Agreement  at  December  31,  2001.  There  was  no  non-utility short-term debt
outstanding  at  December  31,  2001.  The  Fleet-Key  Agreement  is  unsecured.
     On  September  20,  2000,  we  established a $15.0 million revolving credit
agreement  with  KeyBank.  The  Company  was  required  to  invest $15.0 million
provided  by  Energy  East Corporation ("EE"), pursuant to a power supply option
agreement,  in  a  certificate  of  deposit at KeyBank pledged by the Company to
secure the repayment of the Keybank revolving credit facility.  The payment made
by  EE  was  returned  with  accrued interest on September 11, 2001. The KeyBank
agreement  expired  on  September  19,  2001.
     On July 27, 2001, the VPSB approved a $12.0 million two-year unsecured loan
agreement,  with  Fleet, joined by KeyBank, and the loan was made to the Company
on  August  24,  2001.  The Company used this facility, along with proceeds from
the  maturing KeyBank certificate of deposit, to terminate the KeyBank agreement
and  repay  the  $15.0  million it received from EE pursuant to the power supply
option  agreement.  At  December  31,  2001, there was $12.0 million outstanding
under  the  two-year  loan  agreement.
      On  March  12,  2002, the Company purchased $10.0 million of the Company's
7.32  percent,  Class  E, Series 1 preferred stock outstanding for approximately
$10.1  million.
          On March 15, 2002, the Company will redeem all of its 10 percent First
Mortgage  Bonds  due June 1, 2004.  The bonds total $5.1 million and are subject
to  annual  sinking fund requirements of $1.7 million.  The call premium will be
approximately  $0.1  million.
     See Note D, Preferred Stock, Note F, Long Term Debt, and Note M, Subsequent
Events  for  additional  information.


     The Company anticipates that it will secure financing that replaces some or
all  of  its  expiring  facilities  during  2002.
     The  credit  ratings  of the Company's securities at December 31, 2001 are:

<TABLE>
<CAPTION>


                      Fitch  Moody's  Standard & Poor's
                      -----  -------  -----------------
<S>                   <C>    <C>      <C>
First mortgage bonds  BBB    Baa2     BBB
Preferred stock. . .  BBB-   Ba2      BB
</TABLE>

During  the  first quarter of 2001, Moody's Investors Service and Fitch upgraded
the  Company's  first  mortgage  bond  and  preferred stock ratings.  The rating
actions  reflected  the rating agencies' earnings and cash flow expectations for
the  Company  following  the  Settlement  Order.
          In  the  event of a change in the Company's first mortgage bond credit
rating  to  below investment grade, scheduled payments under the Company's first
mortgage  bonds  would not be affected.  Such a change would require the Company
to post what would currently amount to a $4.3 million bond under our remediation
agreement  with  the  EPA  regarding  the  Pine Street Barge Canal site.  The MS
contract  requires credit assurances if the Company's first mortgage bond credit
ratings  are  lowered  to  below investment grade by any two of the three credit
rating  agencies  listed  above.
     The  following  table  presents  a  summary of certain material contractual
obligations  existing  as  of  December  31,  2001.

<TABLE>
<CAPTION>

                   Summary of certain material     Payments Due by Period
                                                   ----------------------
                         contractual obligations               2003 and  2005 and    After
                                          TOTAL        2002      2004      2006      2006
                                     ---------------  -------  --------  --------  --------
                                     (In thousands)
<S>                                  <C>              <C>      <C>       <C>       <C>
Long-term debt. . . . . . . . . . .  $        84,100  $ 9,700  $ 23,400  $ 14,000  $ 37,000
Interest on long-term debt. . . . .           64,294    5,938     9,294     7,994    41,068
Preferred stock . . . . . . . . . .              560      235       150       115        60
Capital lease obligations . . . . .            5,959      426       851       851     3,831
Hydro-Quebec power supply contracts          715,579   48,473    94,960   100,561   471,585
MS power supply contract. . . . . .           30,331   17,227    13,104         -         -
                                     ---------------  -------  --------  --------  --------
    Total . . . . . . . . . . . . .  $       900,823  $81,999  $141,759  $123,521  $553,544
                                     ===============  =======  ========  ========  ========
</TABLE>
See  the  captions  "Power  Supply Expense" and "Power Contract Commitments" for
additional information about  the Hydro-Quebec and MS power supply contracts,
 and Note M, Subsequent Events,  for  additional information  about  early
 retirement of  long-term  debt  and preferred stock.
FUTURE  OUTLOOK

COMPETITION  AND  RESTRUCTURING-The  electric  utility  business is experiencing
rapid  and  substantial  changes.  These changes are the result of the following
trends:
*     disparity  in  electric rates, transmission, and generating capacity among
and  within  various  regions  of  the  country;
*     improvements  in  generation  efficiency;
*     increasing  demand  for  customer  choice;
*     new regulations and legislation intended to foster competition, also known
as  restructuring;  and
*     increasing  volatility  of  wholesale  market  prices  for  electricity.

     Electric  utilities  historically  have  had  exclusive  franchises for the
retail  sale  of  electricity  in  specified  service territories.  As a result,
competition  for  retail  customers  has  been  limited  to:
*     competition  with  alternative  fuel  suppliers, primarily for heating and
cooling;
*     competition  with  customer-owned  generation;  and
*     direct  competition  among  electric  utilities  to  attract  major  new
facilities  to  their  service  territories.

     These  competitive  pressures  have  led the Company and other utilities to
offer, from time to time, special discounts or service packages to certain large
customers.
     In  certain states across the country, including all the New England states
except Vermont, legislation has been enacted to allow retail customers to choose
their  electricity  suppliers, with incumbent utilities required to deliver that
electricity  over  their  transmission  and  distribution systems (also known as
retail  wheeling).  Increased  pressure  in  the  electric  utility industry may
restrict  the  Company's  ability  to charge energy prices sufficient to recover
costs  of  service,  such  as  the  cost  of  purchased  power obligations or of
generation  facilities  owned  by  the  Company.  The amount by which such costs
might  exceed  market  prices  is  commonly  referred  to  as  stranded  costs.
     Regulatory  and  legislative  authorities  at the federal level and in some
states,  including  Vermont  where  legislation  has  not  been  enacted,  are
considering  whether,  when  and  how  to facilitate competition for electricity
sales  at  the  retail  level.  Recent  difficulties  in  some  regulatory
jurisdictions,  such  as  California,  have  dampened any immediate push towards
deregulation  in  Vermont.  However, in the future, the Vermont General Assembly
through  legislation,  or  the  VPSB  through  a  subsequent  report,  action or
proceeding,  may  allow  customers  to  choose their electric supplier.  If this
happens  without  providing  for  recovery of a significant portion of the costs
associated  with  our  power  supply  obligations  and  other costs of providing
vertically  integrated service, the Company's franchise, including our operating
results,  cash flows and ability to pay dividends at the current level, would be
adversely  affected.
     During  2001,  the  Town  of  Rockingham  ("Rockingham"), Vermont initiated
inquiries and legal procedures to establish its own electric utility, seeking to
purchase  an  existing  hydro-generation  facility  from  a third party, and the
associated  distribution  plant  owned by the Company within the town.  In March
2002,  voters in Rockingham approved an article authorizing Rockingham to create
a  municipal  utility by acting to acquire a municipal plant which would include
the  Bellows  Falls Hydroelectric facility and the electric distribution systems
of  the  Company and/or Central Vermont Public Service Corporation.  The Company
receives  annual  revenues  of  approximately $4.0 million from its customers in
Rockingham.  Should  Rockingham  create  a  municipal  system, the Company would
vigorously  pursue its right to receive just compensation from Rockingham.  Such
compensation  would  include full reimbursement for Company assets, if acquired,
and  full reimbursement of any other costs associated with the loss of customers
in  Rockingham,  to  assure  that  our  remaining  customers  do not subsidize a
Rockingham  municipal  utility.


NUCLEAR  DECOMMISSIONING-The  staff  of  the  SEC has questioned certain current
accounting practices of the electric utility industry regarding the recognition,
measurement  and  classification of decommissioning costs for nuclear generating
units  in  financial  statements.  In response to these questions, the Financial
Accounting  Standards  Board  ("FASB")  had  agreed to review the accounting for
closure  and  removal  costs,  including decommissioning.  The FASB issued a new
statement  in  August  2001  for  "Accounting for Asset Retirement Obligations",
which  provides  guidance on accounting for nuclear plant decommissioning costs.
The  Company  has  not  yet  determined  what impact, if any, the new accounting
standard  will  have on its investment in VY.  We do not believe that changes in
such accounting, if required, would have an adverse effect on the results of our
operations  due  to  our  current  and future ability to recover decommissioning
costs  through  rates.

EFFECTS  OF  INFLATION-Financial  statements  are  prepared  in  accordance with
generally  accepted  accounting principles and report operating results in terms
of historic costs.  This accounting provides reasonable financial statements but
does not always take inflation into consideration.  As rate recovery is based on
these  historical costs and known and measurable changes, the Company is able to
receive  some  rate  relief  for  inflation.  It does not receive immediate rate
recovery  relating  to  fixed  costs associated with Company assets.  Such fixed
costs  are  recovered  based  on  historic figures.  Any effects of inflation on
plant  costs  are  generally  offset  by the fact that these assets are financed
through  long-term  debt.


39

ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

                        GREEN MOUNTAIN POWER CORPORATION
            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES


Financial  Statements                                                    Page

Consolidated  Statements  of  Income                                         40
    For  the  Years  Ended  December  31,  2001,  2000,  and  1999

Consolidated  Statements  of  Cash  Flows For the                             41
    Years  Ended  December  31,  2001,  2000,  and  1999

Consolidated  Balance  Sheets  as  of                                         42
    December  31,  2001  and  2000

Consolidated  Capitalization  Data  as  of                                    44
    December  31,  2001  and  2000

Notes  to  Consolidated  Financial  Statements                                45

Quarterly  Financial  Information                                           70

Report  of  Independent  Public  Accountants                                  71

Schedules

For  the  Years  Ended  December  31,  2001,  2000,  and  1999:

    II  Valuation  and  Qualifying  Accounts  and Reserves                    72

             All  other  schedules  are  omitted  as  they  are  either
             not  required,  not  applicable  or  the  information  is
             otherwise  provided.

Consent  and  Report  of  Independent  Public  Accountants

             Arthur  Andersen  LLP                                          73


The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.


<TABLE>
<CAPTION>

PART  I,  ITEM  1

GREEN  MOUNTAIN  POWER  CORPORATION
CONSOLIDATED  BALANCE  SHEETS
                                                               DECEMBER 31,

                                                                                                 2001          2000
                                                                                            ---------------  --------
                                                                                            (in thousands)
<S>                <C>                                            <C>                       <C>              <C>
ASSETS
UTILITY PLANT
                   Utility plant, at original cost                                          $       302,489  $291,107
                   Less accumulated depreciation                                                    119,054   110,273
                                                                                            ---------------  --------
                   Net utility plant                                                                183,435   180,834
                   Property under capital lease                                                       5,959     6,449
                   Construction work in progress                                                      7,464     7,389
                                                                                            ---------------  --------
                                                                  Total utility plant, net          196,858   194,672
                                                                                            ---------------  --------
OTHER INVESTMENTS
                   Associated companies, at equity                                                   14,093    14,373
                   Other investments                                                                  6,852     6,357
                                                                                            ---------------  --------
                                                                  Total other investments            20,945    20,730
                                                                                            ---------------  --------
CURRENT ASSETS
                   Cash and cash equivalents                                                          5,006       341
                   Certficate of deposit, pledged as collateral                                           -    15,437
                   Accounts receivable, less allowance for
                   doubtful accounts of $613 and $463                                                17,111    22,365
                   Accrued utility revenues                                                           5,864     7,093
                   Fuel, materials and supplies, at average cost                                      4,058     4,056
                   Prepayments                                                                        1,976     2,525
                   Income tax receivable                                                              1,699     1,613
                   Other                                                                                469       222
                                                                                            ---------------  --------
                                                                  Total current assets               36,183    53,652
                                                                                            ---------------  --------
DEFERRED CHARGES
                   Demand side management programs                                                    6,961     6,358
                   Purchased power costs                                                              3,504    11,789
                   Pine Street Barge Canal                                                           12,425    12,370
                   Power supply derivative deferral                                                  37,313         -
                   Other                                                                             14,870    15,519
                                                                                            ---------------  --------
                                                                  Total deferred charges             75,073    46,036
                                                                                            ---------------  --------

NON-UTILITY
                   Other current assets                                                                   8         8
                   Property and equipment                                                               250       252
                   Other assets                                                                         817     1,258
                                                                                            ---------------  --------
                                                                  Total non-utility assets            1,075     1,518
                                                                                            ---------------  --------

TOTAL ASSETS                                                                                $       330,134  $316,608
                                                                                            ===============  ========
</TABLE>


The  accompanying  notes  are  an  integral part of these consolidated financial
statements.





<TABLE>
<CAPTION>


GREEN  MOUNTAIN  POWER  CORPORATION
CONSOLIDATED  BALANCE  SHEETS
                                          DECEMBER 31,

                                                    2001       2000
                                                  ---------  ---------
(in thousands except share data)
<S>                                               <C>        <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock, $3.33 1/3 par value,
authorized 10,000,000 shares (issued
5,701,010 and 5,582,552) . . . . . . . . . . . .  $ 19,004   $ 18,608
Additional paid-in capital . . . . . . . . . . .    74,581     73,321
Retained earnings. . . . . . . . . . . . . . . .     8,070        493
Treasury stock, at cost (15,856 shares). . . . .      (378)      (378)
                                                  ---------  ---------
Total common stock equity. . . . . . . . . . . .   101,277     92,044
Redeemable cumulative preferred stock. . . . . .    12,325     12,560
Long-term debt, less current maturities. . . . .    74,400     72,100
                                                  ---------  ---------
Total capitalization . . . . . . . . . . . . . .   188,002    176,704
                                                  ---------  ---------
CAPITAL LEASE OBLIGATION . . . . . . . . . . . .     5,959      6,449
                                                  ---------  ---------
CURRENT LIABILITIES
Current maturities of preferred stock. . . . . .       235        235
Current maturities of long-term debt . . . . . .     9,700      9,700
Short-term debt. . . . . . . . . . . . . . . . .         -     15,500
Accounts payable, trade and accrued liabilities.     7,237      7,755
Accounts payable to associated companies . . . .     8,361      8,510
Rate levelization liability. . . . . . . . . . .     8,527          -
Customer deposits. . . . . . . . . . . . . . . .       971        696
Purchased power call option liability. . . . . .         -      8,276
Interest accrued . . . . . . . . . . . . . . . .     1,100      1,150
Energy East power supply obligation. . . . . . .         -     15,419
Other. . . . . . . . . . . . . . . . . . . . . .     2,945      1,103
                                                  ---------  ---------
Total current liabilities. . . . . . . . . . . .    39,076     68,344
                                                  ---------  ---------
DEFERRED CREDITS
Power supply derivative liability. . . . . . . .    37,313          -
Accumulated deferred income taxes. . . . . . . .    23,759     25,644
Unamortized investment tax credits . . . . . . .     3,413      3,695
Pine Street Barge Canal cleanup liability. . . .    10,059     11,554
Other. . . . . . . . . . . . . . . . . . . . . .    20,852     20,901
                                                  ---------  ---------
Total deferred credits . . . . . . . . . . . . .    95,396     61,794
                                                  ---------  ---------
COMMITMENTS AND CONTINGENCIES
NON-UTILITY
Net liabilities of discontinued segment. . . . .     1,701      3,317
                                                  ---------  ---------
Total non-utility liabilities. . . . . . . . . .     1,701      3,317
                                                  ---------  ---------

TOTAL CAPITALIZATION AND LIABILITIES . . . . . .  $330,134   $316,608
                                                  =========  =========

</TABLE>


The  accompanying  notes  are  an  integral part of these consolidated financial
statements.




<TABLE>
<CAPTION>

GREEN  MOUNTAIN  POWER  CORPORATION
                   CONSOLIDATED STATEMENTS OF INCOME          For the Years Ended December 31

                                                                                  2001       2000       1999
                                                                                ---------  ---------  ---------
(In thousands, except per share data)
<S>                                                                             <C>        <C>        <C>

OPERATING REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $283,464   $277,326   $251,048
OPERATING EXPENSES
Power Supply
  Vermont Yankee Nuclear Power Corporation . . . . . . . . . . . . . . . . . .    30,114     34,813     34,987
  Company-owned generation . . . . . . . . . . . . . . . . . . . . . . . . . .     4,742      7,777      5,582
  Purchases from others. . . . . . . . . . . . . . . . . . . . . . . . . . . .   166,209    168,947    142,699
Other operating. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15,924     17,644     17,582
Transmission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14,130     14,237     10,800
Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,108      6,633      6,728
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . .    14,294     15,304     16,187
Taxes other than income. . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,536      7,402      7,295
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,948       (691)     1,242
                                                                                ---------  ---------  ---------
    Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .   267,005    272,066    243,102
                                                                                ---------  ---------  ---------
OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16,459      5,260      7,946
                                                                                ---------  ---------  ---------

OTHER INCOME
Equity in earnings of affiliates and non-utility operations. . . . . . . . . .     2,253      2,495      2,919
Allowance for equity funds used during construction. . . . . . . . . . . . . .       210        284        134
                                                                                ---------
Other (deductions) income, net . . . . . . . . . . . . . . . . . . . . . . . .       (90)       (73)       400
                                                                                ---------  ---------  ---------
    Total other income . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,373      2,706      3,453
                                                                                ---------  ---------  ---------
INCOME BEFORE INTEREST CHARGES . . . . . . . . . . . . . . . . . . . . . . . .    18,832      7,966     11,399
                                                                                ---------  ---------  ---------
INTEREST CHARGES
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,073      6,499      6,716
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,154        986        558
Allowance for borrowed funds used during construction. . . . . . . . . . . . .      (188)      (228)       (91)
                                                                                ---------  ---------  ---------
    Total interest charges . . . . . . . . . . . . . . . . . . . . . . . . . .     7,039      7,257      7,183
                                                                                ---------  ---------  ---------
INCOME BEFORE PREFERRED DIVIDENDS AND
DISCONTINUED OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .    11,793        709      4,216
Dividends on preferred stock . . . . . . . . . . . . . . . . . . . . . . . . .       933      1,014      1,155
                                                                                ---------  ---------  ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS . . . . . . . . . . . . . . . . . . .    10,860       (305)     3,061
Net loss from discontinued segment operations, net of applicable income taxes.         -          -       (603)
Loss on disposal, including provisions for
operating losses during phaseout period, net of applicable income taxes. . . .      (182)    (6,549)    (6,676)
                                                                                ---------  ---------  ---------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK . . . . . . . . . . . . . . . . .  $ 10,678   $ (6,854)  $ (4,218)
                                                                                =========  =========  =========
EARNINGS PER SHARE
Basic earnings (loss) per share from continuing operations . . . . . . . . . .  $   1.93   $  (0.06)  $   0.57
Basic earnings (loss) per share from discontinued operations . . . . . . . . .     (0.03)     (1.19)     (1.36)
                                                                                ---------  ---------  ---------
Basic earnings (loss) per share. . . . . . . . . . . . . . . . . . . . . . . .  $   1.90   $  (1.25)  $  (0.79)
                                                                                =========  =========  =========
Diluted earnings (loss) per share from continuing operations . . . . . . . . .  $   1.88   $  (0.06)  $   0.57
Diluted earnings (loss) per share from discontinued operations . . . . . . . .     (0.03)     (1.19)     (1.36)
                                                                                ---------  ---------  ---------
Diluted earnings (loss) per share. . . . . . . . . . . . . . . . . . . . . . .  $   1.85   $  (1.25)  $  (0.79)
                                                                                =========  =========  =========
Cash dividends declared per share. . . . . . . . . . . . . . . . . . . . . . .  $   0.55   $   0.55   $   0.55
Weighted average shares outstanding-basic. . . . . . . . . . . . . . . . . . .     5,630      5,491      5,361
Weighted average equivalent shares outstanding-diluted . . . . . . . . . . . .     5,789      5,491      5,361
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
Balance - beginning of period. . . . . . . . . . . . . . . . . . . . . . . . .  $    493   $ 10,344   $ 17,508
Net Income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11,611     (5,840)    (3,063)
                                                                                ---------  ---------  ---------
                                                                                  12,104      4,504     14,445
                                                                                ---------  ---------  ---------
Cash dividends-redeemable cumulative preferred stock . . . . . . . . . . . . .       933      1,014      1,155
Cash dividends-common stock. . . . . . . . . . . . . . . . . . . . . . . . . .     3,101      2,997      2,946
                                                                                ---------  ---------  ---------
                                                                                   4,034      4,011      4,101
                                                                                ---------  ---------  ---------
Balance - end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  8,070   $    493   $ 10,344
                                                                                =========  =========  =========
</TABLE>



<TABLE>
<CAPTION>


 GREEN  MOUNTAIN  POWER  CORPORATION
             CONSOLIDATED STATEMENTS OF CASH FLOWS            FOR THE YEARS ENDED
                                                                     DECEMBER 31,
                                                              2001          2000       1999
                                                         ---------------  ---------  --------
OPERATING ACTIVITIES:                                    (in thousands)
<S>                                                      <C>              <C>        <C>
Net income (loss) before preferred dividends. . . . . .  $       11,611   $ (5,840)  $(3,063)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . .          14,294     15,304    16,187
Dividends from associated companies less equity income.             280        (26)      169
Allowance for funds used during construction. . . . . .            (398)      (512)     (224)
Amortization of deferred purchased power costs. . . . .           3,767      5,575     5,725
Deferred income taxes . . . . . . . . . . . . . . . . .          (2,167)       161     1,530
Provision for chargeoff of deferred regulatory asset. .               -      3,229         -
Deferred purchased power costs. . . . . . . . . . . . .           1,126     (6,692)   (6,590)
Accrued purchase power contract option call . . . . . .          (8,276)     8,276         -
Provision for loss on segment disposal. . . . . . . . .             182      6,549     6,676
Arbitration costs recovered (deferred). . . . . . . . .           3,229     (3,184)   (1,684)
Rate levelization liability . . . . . . . . . . . . . .           8,527          -         -
Environmental and conservation deferrals, net . . . . .          (3,380)    (2,073)   (8,048)
Changes in:
Accounts receivable . . . . . . . . . . . . . . . . . .           5,254     (3,862)      474
Accrued utility revenues. . . . . . . . . . . . . . . .           1,229       (125)     (358)
Fuel, materials and supplies. . . . . . . . . . . . . .              (2)      (766)     (150)
Prepayments and other current assets. . . . . . . . . .             302       (165)    4,009
Accounts payable. . . . . . . . . . . . . . . . . . . .            (666)     3,004       665
Accrued income taxes payable and receivable . . . . . .           1,187       (372)   (1,611)
Other current liabilities . . . . . . . . . . . . . . .             794     (7,341)    1,722
Other . . . . . . . . . . . . . . . . . . . . . . . . .          (1,603)      (181)     (324)
                                                         ---------------  ---------  --------
Net cash provided by continuing operations. . . . . . .          35,290     10,959    15,105
Net change in discontinued segment. . . . . . . . . . .          (1,797)       245      (138)
                                                         ---------------  ---------  --------
Net cash provided by operating activities . . . . . . .          33,493     11,204    14,967

INVESTING ACTIVITIES:
Construction expenditures . . . . . . . . . . . . . . .         (12,963)   (13,853)   (9,174)
Proceeds from subsidiary sales. . . . . . . . . . . . .               -      6,000         -
Investment in nonutility property . . . . . . . . . . .            (212)      (187)     (190)
                                                         ---------------  ---------  --------
Net cash used in investing activities . . . . . . . . .         (13,175)    (8,040)   (9,364)
                                                         ---------------  ---------  --------
FINANCING ACTIVITIES:
Proceeds from term loan . . . . . . . . . . . . . . . .          12,000          -         -
Reduction in preferred stock. . . . . . . . . . . . . .            (235)    (1,640)   (1,650)
Issuance of common stock. . . . . . . . . . . . . . . .           1,655      1,250     1,054
Proceeds (purchases) of certificate of deposit. . . . .          16,173    (15,437)        -
Power supply option obligation. . . . . . . . . . . . .         (16,012)    15,419         -
Reduction in long-term debt . . . . . . . . . . . . . .          (9,700)    (6,700)   (1,700)
Short-term debt, net. . . . . . . . . . . . . . . . . .         (15,500)     7,600       900
Cash dividends. . . . . . . . . . . . . . . . . . . . .          (4,034)    (4,011)   (4,101)
                                                         ---------------  ---------  --------

Net cash used in financing activities . . . . . . . . .         (15,653)    (3,519)   (5,497)
                                                         ---------------  ---------  --------
Net increase (decrease) in cash and cash equivalents. .           4,665       (355)      106

Cash and cash equivalents at beginning of period. . . .             341        696       590
                                                         ---------------  ---------  --------

Cash and cash equivalents at end of period. . . . . . .  $        5,006   $    341   $   696
                                                         ===============  =========  ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid year-to-date for:
Interest (net of amounts capitalized) . . . . . . . . .  $        6,936   $  7,185   $ 7,034
Income taxes, net . . . . . . . . . . . . . . . . . . .           9,622      1,191       997
</TABLE>


The  accompanying  notes  are  an  integral part of these consolidated financial
statements.

<TABLE>
<CAPTION>

CONSOLIDATED  CAPITALIZATION  DATA
GREEN  MOUNTAIN  POWER  CORPORATION  At  December  31,
                                                      SHARES
                                              ISSUED AND OUTSTANDING
                                              ----------------------

                                   AUTHORIZED    2001       2000          2001         2000
                                   ----------  ---------  ---------  ---------------  -------
                                                                     (In thousands)
<S>                                <C>         <C>        <C>        <C>              <C>
COMMON STOCK
Common Stock, $3.33 1/3 par value  10,000,000  5,685,154  5,566,696  $        19,004  $18,608
                                                                     ===============  =======
</TABLE>



<TABLE>
<CAPTION>
                                                                                        OUTSTANDING
                                         AUTHORIZED  ISSUED    2001     2000         2001         2000
                                         ----------  -------  -------  -------  ---------------  -------
                                           Shares                               (In thousands)

<S>                                      <C>         <C>      <C>      <C>      <C>              <C>
REDEEMABLE CUMULATIVE PREFERRED STOCK,
100 PAR VALUE
4.75%, Class B, redeemable at
101 per share. . . . . . . . . . . . .      15,000   15,000    1,150    1,450  $           115  $   145
7%, Class C, redeemable at
101 per share. . . . . . . . . . . . .      15,000   15,000    2,850    3,300              285      330
9.375%, Class D, Series 1,
redeemable at $101 per share. . . . . .      40,000   40,000    1,600    3,200              160      320
7.32%, Class E, Series 1. . . . . . . .     200,000  120,000  120,000  120,000           12,000   12,000
                                                                                ---------------  -------
TOTAL PREFERRED STOCK                                                           $        12,560  $12,795
                                                                                ===============  =======
</TABLE>


<TABLE>
<CAPTION>


                                                                      2001         2000
                                                                 ---------------  -------
                                                                 (In thousands)
<S>                                                              <C>              <C>
LONG-TERM DEBT
Fleet/Key Term Loan due August 2003 . . . . . . . . . . . . . .  $        12,000  $     -
FIRST MORTGAGE BONDS
6.21% Series due 2001 . . . . . . . . . . . . . . . . . . . . .                -    8,000
6.29% Series due 2002 . . . . . . . . . . . . . . . . . . . . .            8,000    8,000
6.41% Series due 2003 . . . . . . . . . . . . . . . . . . . . .            8,000    8,000
10.0% Series due 2004 - Cash sinking fund, $1,700,000 annually.            5,100    6,800
7.05% Series due 2006 . . . . . . . . . . . . . . . . . . . . .            4,000    4,000
7.18% Series due 2006 . . . . . . . . . . . . . . . . . . . . .           10,000   10,000
6.7% Series due 2018. . . . . . . . . . . . . . . . . . . . . .           15,000   15,000
9.64% Series due 2020 . . . . . . . . . . . . . . . . . . . . .            9,000    9,000
8.65% Series due 2022 - Cash sinking fund, commences 2012 . . .           13,000   13,000
                                                                 ---------------  -------
Total Long-term Debt Outstanding. . . . . . . . . . . . . . . .           84,100   81,800
Less Current Maturities (due within one year) . . . . . . . . .            9,700    9,700
                                                                 ---------------  -------
TOTAL LONG-TERM DEBT, LESS CURRENT MATURITIES . . . . . . . . .  $        74,400  $72,100
                                                                 ===============  =======
</TABLE>


The  accompanying  notes  are  an  integral part of these consolidated financial
statements.

Notes  to  Consolidated  Financial  Statements

A.  SIGNIFICANT  ACCOUNTING  POLICIES


     1.  Organization  and  Basis  of  Presentation.  Green  Mountain  Power
Corporation  (the  "Company")  is  an  investor-owned  electric services company
located  in  Vermont  with  a  principal  service  territory  that  includes
approximately  one-quarter of Vermont's population.  Nearly all of the Company's
net  income  is  generated  from its regulated electric utility operation, which
purchases  and  generates  electric  power  and  distributes it to approximately
87,000  retail  and  wholesale  customers.  At  December 31, 2001, the Company's
primary  subsidiary  investment  was  Northern  Water  Resources,  Inc. ("NWR"),
formerly  known  as  Mountain  Energy,  Inc.,  which  had  invested  in  energy
generation,  energy  efficiency  and  wastewater  treatment  projects across the
United  States.  In 2000, the Company disposed of most of the assets of NWR, and
reports  its results as income (loss) from operations of a discontinued segment.
In  1998,  the  Company  sold  the  assets of its wholly-owned subsidiary, Green
Mountain  Propane  Gas  Company  ("GMPG").  The Company's remaining wholly-owned
subsidiaries,  which  are  not  regulated  by  the  Vermont Public Service Board
("VPSB" or the "Board"), are Green Mountain Resources, Inc. ("GMRI"), which sold
its  remaining  interest  in  Green  Mountain  Energy  Resources  in 1999 and is
currently  inactive,  and  GMP  Real  Estate  Corporation.  The results of these
subsidiaries,  excluding  NWR, and the Company's unregulated rental water heater
program are included in earnings of affiliates and non-utility operations in the
Other  (Deductions)  Income  section  of  the Consolidated Statements of Income.
Summarized  financial  information  for  these  subsidiaries  is  as  follows:

<TABLE>
<CAPTION>

             For the years ended December 31,
                    2001         2000    1999
              ---------------  ------  ------
              (In thousands)
<S>           <C>              <C>     <C>
Revenues . .  $         1,012  $1,034  $1,286
Expenses . .              575     495     184
              ---------------  ------  ------
  Net Income  $           437  $  539  $1,102
              ===============  ======  ======
</TABLE>

The  Company  accounts  for  its  investments  in  various associated companies,
Vermont  Yankee  Nuclear  Power  Corporation ("Vermont Yankee" or "VY"), Vermont
Electric  Power  Company,  Inc.  ("VELCO"),  New  England  Hydro-Transmission
Corporation,  and  New  England  Hydro-Transmission  Electric  Company using the
equity  method of accounting.  The Company's share of the net earnings or losses
of  these  companies  is  also  included  in  the  Other  Income  section of the
Consolidated  Statements  of  Income.  See  Note  B  and  Note  L for additional
information.

     2.  Regulatory  Accounting.  The  Company's  utility  operations, including
accounting  records,  rates,  operations  and  certain  other  practices  of its
electric  utility  business,  are  subject  to  the  regulatory authority of the
Federal  Energy  Regulatory  Commission  ("FERC")  and  the  VPSB.
          The  accompanying  consolidated  financial  statements  conform  to
accounting  principles  generally  accepted  in  the United States applicable to
rate-regulated  enterprises in accordance with Statement of Financial Accounting
Standards No. 71 ("SFAS 71"), Accounting for Certain Types of Regulation.  Under
SFAS  71,  the  Company  accounts  for  certain  transactions in accordance with
permitted  regulatory treatment.  As such, regulators may permit incurred costs,
typically  treated  as  expenses  by  unregulated  entities,  to be deferred and
expensed  in  future periods when recovered in future revenues.  Conditions that
could  give rise to the discontinuance of SFAS 71 include increasing competition
that  restricts the Company's ability to recover specific costs, and a change in
the  manner  in  which rates are set by regulators from cost-based regulation to
another  form  of regulation.  In the event that the Company no longer meets the
criteria  under  SFAS  71,  the  Company  would be required to write off related
regulatory  assets  and  liabilities  as  summarized  in  the  following  table:

<TABLE>
<CAPTION>

SFAS  71  Deferred  charges

                                    At December 31,
                                   2001          2000
                             -----------------  -------
                              (in thousands)
<S>                          <C>                <C>
Power Supply Derivative . .  $          37,313  $     -
Pine Street Barge Canal . .             12,425   12,370
Power Supply. . . . . . . .              6,112   15,689
Demand Side Management. . .              6,961    6,358
Preliminary Survey. . . . .              1,094    1,040
Storm Damages . . . . . . .              2,169    2,102
Regulatory Commission costs                873      459
Tree Trimming . . . . . . .                905      999
Restructuring Costs . . . .              3,502    4,788
Other . . . . . . . . . . .              2,895    3,749
                             -----------------  -------
Total Deferred Charges. . .  $          74,249  $47,554
                             =================  =======
</TABLE>

The  Company  continues  to  believe, based on current regulatory circumstances,
that the use of regulatory accounting under SFAS 71 remains appropriate and that
its  regulatory  assets  are  probable  of  recovery.  Regulatory  entities that
influence the Company include the VPSB, the Vermont Department of Public Service
("DPS"  or  the  "Department"),  and  FERC, among other federal, state and local
regulatory  agencies.

          3.  Impairment. The Company is required to evaluate long-lived assets,
including  regulatory  assets,  for  potential  impairment.  Assets  that are no
longer probable of recovery through future revenues would be revalued based upon
future  cash  flows.  Regulatory  assets are charged to expense in the period in
which  they are no longer probable of future recovery.  As of December 31, 2001,
based  upon  the  regulatory  environment  within  which  the  Company currently
operates,  the  Company  does  not  believe  that  an  impairment loss should be
recorded.  Competitive  influences  or  regulatory  developments may impact this
status  in  the  future.

          4.  Utility  Plant.  The  cost  of  plant  additions  includes  all
construction-related  direct  labor  and  materials,  as  well  as  indirect
construction  costs,  including  the  cost  of  money ("Allowance for Funds Used
During Construction" or "AFUDC").  As part of a rate agreement with the DPS, the
Company discontinued recording AFUDC on construction work in progress in January
2001.  The costs of renewals and improvements of property units are capitalized.
The  costs  of maintenance, repairs and replacements of minor property items are
charged  to  maintenance  expense.  The  costs of units of property removed from
service,  net  of  removal  costs  and  salvage,  are  charged  to  accumulated
depreciation.

     5.  Depreciation.  The  Company  provides  for  depreciation  using  the
straight-line  method  based on the cost and estimated remaining service life of
the  depreciable  property outstanding at the beginning of the year and adjusted
for  salvage value and cost of removal of the property.  Accounting for costs of
removal  could  be  affected  by the new accounting standard on asset retirement
obligations  as  discussed  under  the  caption  "New  Accounting  Standards".
          The  annual  depreciation  provision  was approximately 3.5 percent of
total  depreciable  property  at  the  beginning  of  2001,  3.5  percent at the
beginning  of  2000  and  3.3  percent  at  the  beginning  of  1999.

     6. Cash and Cash Equivalents.  Cash and cash equivalents include short-term
investments  with  original  maturities  less  than  ninety  days.

     7.  Operating Revenues.  Operating revenues consist principally of sales of
electric energy at regulated rates.  The Company accrues utility revenues, based
on  estimates  of  electric  service  rendered  and  not billed at the end of an
accounting  period,  in  order  to  match  revenues  with  related  costs.

     8.  Deferred  Charges.  In  a manner consistent with authorized or expected
ratemaking  treatment,  the  Company  defers  and  amortizes certain replacement
power,  maintenance  and  other costs associated with the Vermont Yankee Nuclear
Power  Corporation's  generation  plant.  In  addition,  the Company accrues and
amortizes  other  replacement power expenses to reflect more accurately its cost
of  service  to  better  match  revenues and expenses consistent with regulatory
treatment.  The  Company  also  defers  and  amortizes costs associated with its
investment  in  its  demand  side  management  program.
     Other  deferred charges totaled $14.9 million and $15.5 million at December
31,  2001  and  2000,  respectively, consisting of regulatory deferrals of storm
damages,  rights-of-way maintenance, other employee benefits, preliminary survey
and  investigation charges, transmission interconnection charges, regulatory tax
assets  and  various  other  projects  and  deferrals.

     9.  Earnings  Per  Share.  Earnings  per  share  are  based on the weighted
average  number  of common and common stock equivalent shares outstanding during
each  year.  During  the year ended December 31, 2000, the Company established a
stock  incentive plan for all employees, and granted 335,300 options exercisable
over  vesting schedules of between one and four years.  During 2001, the Company
granted  an  additional  56,450 options.  See Note C for additional information.

     10.  Major  Customers.  The  Company  had  one  major  retail  customer,
International  Business  Machines  Corporation("IBM"), metered at two locations,
that  accounted  for  26.6 percent, 26.6 percent, and 25.9 percent of retail MWh
sales,  and  19.2 percent, 16.5 percent and 16.2 percent of the Company's retail
operating  revenues  in  2001,  2000  and  1999, respectively.  IBM's percent of
retail  operating  revenues  in  2001  increased  due  to  a  rate  increase.

     11.  Fair  Value  of Financial Instruments.  The present value of the first
mortgage  bonds  and preferred stock outstanding, if refinanced using prevailing
market  rates  of  interest,  would  decrease  from  the balances outstanding at
December  31,  2001  by  approximately  7.3  percent.  In  the  event  of such a
refinancing, there would be no gain or loss because under established regulatory
precedent,  any  such  difference would be reflected in rates and have no effect
upon  net  income.

     12. Deferred Credits.  At December 31, 2001, the Company had other deferred
credits  and  long-term liabilities of $20.9 million, consisting of reserves for
damage  claims,  and  accruals  for employee benefits compared with a balance of
$20.9  million  at  December  31,  2000.

     13.  Use  of  Estimates.  The  preparation  of  financial  statements  in
conformity  with  accounting  principles generally accepted in the United States
requires  the  use  of  estimates  and  assumptions  that  affect  assets  and
liabilities,  the  disclosure of contingent assets and liabilities, and revenues
and  expenses.  Actual  results  could  differ  from  those  estimates.

     14.  Reclassifications.  Certain  items  on  the  prior year's consolidated
financial  statements  have  been reclassified to be consistent with the current
year  presentation.

          15.  New  Accounting  Standards.   In  June  1998,  the  Financial
Accounting  Standards  Board  issued Statement of Financial Accounting Standards
No.  133,  Accounting  for  Derivative  Instruments  and  Hedging Activities, as
amended  ("SFAS  133").
          SFAS 133 establishes accounting and reporting standards requiring that
every  derivative  instrument (including certain derivative instruments embedded
in  other  contracts)  be  recorded  on  the balance sheet as either an asset or
liability  measured  at  its  fair value.  SFAS 133 requires that changes in the
derivative's  fair  value  be  recognized  currently in earnings unless specific
hedge  accounting  criteria  are  met.    SFAS  133, as amended by SFAS 137, was
effective  for  the  Company  beginning  2001.
               One  objective  of  the  Company's  risk management program is to
stabilize cash flow and earnings by minimizing power supply risks.  Transactions
permitted  by  the  risk  management program include futures, forward contracts,
option  contracts, swaps and transmission congestion rights with counter-parties
that  have  at  least  investment grade ratings.  These transactions are used to
hedge  the  risk  of  fossil  fuel  and spot market electricity price increases.
Futures,  swaps  and  forward  contracts  are used to hedge market prices should
option calls by Hydro-Quebec be exercised.  The Company's risk management policy
specifies  risk  measures,  the  amount  of  tolerable  risk  exposure,  and
authorization  limits  for  transactions.
      On  April  11, 2001, the VPSB issued an accounting order that requires the
Company  to  defer  recognition  of  any  earnings or other comprehensive income
effects  relating  to  future  periods  caused  by  application of SFAS 133.  At
December  31,  2001,  the  Company  had a liability reflecting the negative fair
value  of  the  two  derivatives  described  below,  as  well as a corresponding
regulatory  asset of approximately $37.3 million.  The Company believes that the
regulatory  asset  is  probable  of  recovery  in  future rates.  The regulatory
liability  is based on current estimates of future market prices that are likely
to  change  by  material  amounts.
          If  a derivative instrument is terminated early because it is probable
that  a  transaction  or forecasted transaction will not occur, any gain or loss
would  be recognized in earnings immediately.  For derivatives held to maturity,
the  earnings impact would be recorded in the period that the derivative is sold
or  matures.
               The  Company  has  a  contract with Morgan Stanley Capital Group,
Inc. ("MS") used to hedge against increases in fossil fuel prices.  MS purchases
the  majority  of  the  Company's  power  supply resources at index (fossil fuel
resources) or specified (i.e., contracted resources) prices and then sells to us
at  a  fixed  rate  to  serve  pre-established load requirements.  This contract
allows  management  to  fix  the  cost of much of its power supply requirements,
subject  to  power  resource availability and other risks.  The MS contract is a
derivative  under  SFAS  133  and  is  effective  through  December  31,  2003.
Management's  estimate  of  the  fair  value  of  the  future  net  cost of this
arrangement  at  December  31,  2001  is  approximately  $11.6  million.
          We  also  sometimes use future contracts to hedge forecasted wholesale
sales  of  electric  power, including material sales commitments as discussed in
Note  K.  We currently have an arrangement with Hydro-Quebec that grants them an
option  to call power at prices below current and estimated future market rates.
This  arrangement  is  a derivative and is effective through 2015.  Management's
estimate  of  the  fair  value  of  the  future net cost for this arrangement at
December  31,  2001  is  approximately  $25.7  million.
          In  June  2001,  the  FASB  issued  Statement  of Financial Accounting
Standards  No.  141,  Business  Combinations  ("SFAS  141"),  and  Statement  of
Financial  Accounting  Standards  No.  142, Goodwill and Other Intangible Assets
("SFAS  142").  SFAS  141 requires the use of the purchase method to account for
business  combinations initiated after June 30, 2001 and uses a non-amortization
approach  to  purchased  goodwill  and other indefinite-lived intangible assets.
Under  SFAS  142,  effective for fiscal years beginning after December 15, 2001,
goodwill  and  intangible assets deemed to have indefinite lives, will no longer
be  amortized, and will be subject to annual impairment tests.  The Company does
not  expect  the  application of these accounting standards to materially impact
its  financial  position  or  results  of  operations.
          In  August  2001,  the  FASB  issued Statement of Financial Accounting
Standards  No.  143, "Accounting for Asset Retirement Obligations" ("SFAS 143"),
effective  for  fiscal  years  beginning  after  June  15,  2002, which provides
guidance  on  accounting  for  nuclear  plant  decommissioning  costs.  SFAS 143
prescribes  fair  value  accounting  for asset retirement liabilities, including
nuclear  decommissioning  obligations,  and  requires  recognition  of  such
liabilities  at  the  time  incurred.  The  Company  has not yet determined what
impact,  if  any, the accounting standard will have on its financial position or
results  of  operations.
          In  October  2001,  the  FASB issued Statement of Financial Accounting
Standards  No.  144,  "Accounting  for  the Impairment or Disposal of Long-lived
Assets"  ("SFAS  144").  SFAS  144  specifies  accounting  and reporting for the
impairment or disposal of long-lived assets.  The Company has not yet quantified
the impact, if any, of adopting SFAS 144 on its financial position or results of
operations.

B.  INVESTMENTS  IN  ASSOCIATED  COMPANIES

          The  Company  accounts  for  investments  in  the following associated
companies  by  the  equity  method:

<TABLE>
<CAPTION>

                                                   PERCENT     INVESTMENT IN EQUITY
                                              OWNERSHIP AT          AT DECEMBER 31,

                                          DECEMBER 31,2001        2001         2000
                                          -----------------  ---------------  -------
                                                             (IN THOUSANDS)
<S>                                       <C>                <C>              <C>
VELCO-common . . . . . . . . . . . . . .             29.50%  $         1,932  $ 1,916
VELCO-preferred. . . . . . . . . . . . .             30.00%              420      540
                                                             ---------------  -------
Total VELCO                                                            2,352    2,456

Vermont Yankee- Common . . . . . . . . .             17.88%            9,725    9,713
New England Hydro Transmission-Common. .              3.18%              761      827
New England Hydro Transmission Electric-
    Common . . . . . . . . . . . . . . .              3.18%            1,255    1,377
                                                             ---------------  -------
Total investment in associated companies                     $        14,093  $14,373
                                                             ===============  =======
</TABLE>

Undistributed earnings in associated companies totaled approximately $522,000 at
December  31,  2001.

          VELCO.  VELCO is a corporation engaged in the transmission of electric
power  within  the  State  of  Vermont.  VELCO  has  entered  into  transmission
agreements  with  the  State  of Vermont and other electric utilities, and under
these  agreements, VELCO bills all costs, including interest on debt and a fixed
return  on  equity,  to  the State and others using VELCO's transmission system.
The  Company's purchases of transmission services from VELCO were $11.5 million,
$9.8  million, and $7.9 million for the years 2001, 2000 and 1999, respectively.
Pursuant  to VELCO's Amended Articles of Association, the Company is entitled to
approximately 30 percent of the dividends distributed by VELCO.  The Company has
recorded  its  equity in earnings on this basis and also is obligated to provide
its  proportionate  share  of  the  equity capital requirements of VELCO through
continuing  purchases  of  its  common  stock,  if  necessary.

<TABLE>
<CAPTION>

Summarized  financial  information  for  VELCO  is  as  follows:

At  and  for  the  years  ended  December  31,

                                     2001         2000     1999
                                ---------------  -------  -------
<S>                             <C>              <C>      <C>
                                 (In thousands)
<S>                             <C>              <C>      <C>
Company's equity in net income  $           308  $   395  $   357
                                ===============  =======  =======
Total assets . . . . . . . . .  $        89,370  $82,123  $67,294
Less:
Liabilities and long-term debt           81,448   73,874   58,731
                                ---------------  -------  -------
Net assets . . . . . . . . . .  $         7,922  $ 8,249  $ 8,563
                                ===============  =======  =======

Company's equity in net assets  $         2,352  $ 2,456  $ 2,529
                                ===============  =======  =======
</TABLE>


Vermont  Yankee.  At  December  31,  2001,  the  Company  was  responsible  for
approximately 17.9 percent of Vermont Yankee's expenses of operations, including
costs  of equity capital and estimated costs of decommissioning, and is entitled
to  a  similar  share  of the power output of the nuclear plant, which has a net
capacity  of  531  megawatts.  Vermont  Yankee's estimate of the current cost of
decommissioning  is  approximately  $471  million,  using the 1993 FERC approved
escalation  rate  of  5.4%  through  2000,  and  4.25% thereafter, of which $297
million has been funded.  At December 31, 2001, the Company's portion of the net
unfunded  liability  was $31 million, which it expects will be recovered through
rates  over Vermont Yankee's remaining operating life, if the plant is not sold.
As  a  sponsor of Vermont Yankee, the Company also is obligated to provide to VY
20  percent  of  capital  requirements  not obtained by outside sources.  During
2001,  the  Company  incurred  $28.8  million  in Vermont Yankee annual capacity
charges,  which included $1.9 million for interest charges.  The Company's share
of  Vermont  Yankee's  long-term  debt  at  December 31, 2001 was $10.6 million.

          On  August  15,  2001,  VY  agreed  to sell its nuclear power plant to
Entergy  Corporation  for  approximately $180 million.  On January 30, 2002, the
Federal Energy Regulatory Commission approved the Entergy purchase.  The sale is
subject  to  approval  of  the  VPSB, the U.S. Nuclear Regulatory Commission and
other  regulatory  bodies.  A related agreement calls for Entergy to provide the
current  output  level  of  the  plant  to  VY's present sponsors, including the
Company,  at  average  annual  prices  ranging  from $39 to $45 per megawatthour
through  2012,  subject to a "low market adjuster" effective November 2005, that
protects  the  Company  and  other  sponsors in the event that market prices for
power  drop  significantly.  No additional decommission liability funding or any
other  financing by VY is anticipated to complete the transaction.  The sale, if
completed,  will lower projected costs over the remaining license period for VY,
and  transfer  the  liability  for  decommissioning the plant to the buyer.  The
Company would continue to own its equity interest in VY.  See Note M, Subsequent
Events  for  additional  information  on  recent  events  concerning  regulatory
approval.
          The  VY plant currently has several fuel rods that will require repair
during  2002,  a  maintenance  requirement  that is not unique to VY.  There are
various  means  of  addressing  the  maintenance, including an estimated ten-day
shutdown  of the plant, or a delay in shutdown accompanied by a reduction in the
generation  output  at the plant.  At the present time, the Company is unable to
estimate the duration of any future outage or its ultimate cost, but it could be
material.
          During  January  2002,  several VY stockholders who had asserted their
dissenters'  rights  sold  their  shares  back  to VY.  As a result of the stock
buyback,  the  Company's  ownership  share  of  VY  is  expected  to increase to
approximately  19  percent.
               The  Price-Anderson  Act currently limits public liability from a
single  incident  at  a nuclear power plant to $9.5 billion.  Any damages beyond
$9.5  billion  are  indemnified  under  the  Price-Anderson  Act, but subject to
congressional  approval.  The  first  $200  million of liability coverage is the
maximum  provided  by  private  insurance.  The  Secondary  Financial Protection
Program  is  a  retrospective insurance plan providing additional coverage up to
$9.3  billion  per  incident by assessing each of the 106 reactor units that are
currently  subject to the Program in the United States a total of $88.1 million,
limited  to a maximum assessment of $10 million per incident per nuclear unit in
any  one  year.  The maximum assessment is adjusted at least every five years to
reflect  inflationary  changes.
          The Price-Anderson Act has been renewed three times since it was first
enacted in 1957.  The Act will expire in August 2002 and Congress is considering
reauthorization  of  this  legislation.
     The  above  insurance covers all workers employed at nuclear facilities for
bodily  injury  claims.  Vermont  Yankee  retains  a  potential  obligation  for
retrospective  adjustments  due to past operations of several smaller facilities
that  did  not  join the above insurance program.  These exposures will cease to
exist  no  later than December 31, 2007.  Vermont Yankee's maximum retrospective
obligation  is  $3.1  million.     Insurance  has  been  purchased  from Nuclear
Electric  Insurance  Limited  ("NEIL")  to  cover  the costs of property damage,
decontamination  or premature decommissioning resulting from a nuclear incident.
All companies insured with NEIL are subject to retroactive assessments if losses
exceed  the  accumulated  funds  available.  The  maximum  potential  assessment
against  Vermont  Yankee  with respect to NEIL losses arising during the current
policy  year is $16.2 million.  Vermont Yankee's liability for the retrospective
premium  adjustment  for  any policy year ceases six years after the end of that
policy  year  unless  prior  demand  has  been  made.

<TABLE>
<CAPTION>

Summarized  financial  information  for  Vermont  Yankee  is  as  follows:

At  and  for  the  years  ended  December  31,

                                           2001         2000          1999
                                         --------  ---------------  --------
                                                   (In thousands)
<S>                                      <C>       <C>              <C>
Earnings:
  Operating revenues. . . . . . . . . .  $178,840  $       178,294  $208,812
  Net income applicable to common stock     6,119            6,583     6,471
  Company's equity in net income. . . .  $  1,131  $         1,177  $  1,165
                                         ========  ===============  ========
Total assets. . . . . . . . . . . . . .  $723,815  $       706,984  $685,292
Less:
  Liabilities and long-term debt. . . .   669,640          652,663   631,365
                                         --------  ---------------  --------
Net Assets. . . . . . . . . . . . . . .  $ 54,175  $        54,321  $ 53,927
                                         ========  ===============  ========
Company's equity in net assets. . . . .  $  9,725  $         9,713  $  9,641
                                         ========  ===============  ========
</TABLE>

C.  COMMON  STOCK  EQUITY


<TABLE>
<CAPTION>

 Changes  in  common  stock  equity  for  the  years  ended  December  31,  2001,  2000  and  1999  are  as  follows:

                                COMMON STOCK              PAID-IN          RETAINED          TREASURY STOCK              STOCK
                                                                                             --------------
                                   SHARES       AMOUNT    CAPITAL          EARNINGS              SHARES       AMOUNT    EQUITY
                                -------------  --------  ---------  -----------------------  --------------  --------  ---------
                                                                    (Dollars in thousands)
<S>                             <C>            <C>       <C>        <C>                      <C>             <C>       <C>
BALANCE, DECEMBER 31, 1998 . .     5,313,296   $17,711   $ 71,914   $               17,508           15,856  $  (378)  $106,755
                                -------------  --------  ---------  -----------------------  --------------  --------  ---------
Common Stock Issuance:
DRIP . . . . . . . . . . . . .        67,525       225        418                                                           643
ESIP . . . . . . . . . . . . .        48,277       161        345                                                           506
Compensation Program:
   Restricted Shares . . . . .        (3,527)      (12)       (83)                                                          (95)
Net Loss                                                                            (3,063)                              (3,063)
Cash Dividends
Common Stock                                                                        (2,946)                              (2,946)
Preferred Stock:
4.75 per share                                                                        (10)                                 (10)
7.00 per share                                                                        (29)                                 (29)
9.375 per share                                                                       (57)                                 (57)
8.625 per share                                                                      (181)                                (181)
7.32 per share                                                                       (878)                                (878)
                                                                    -----------------------                            ---------
BALANCE, DECEMBER 31, 1999 . .     5,425,571   $18,085   $ 72,594   $               10,344           15,856  $  (378)  $100,645
                                -------------  --------  ---------  -----------------------  --------------  --------  ---------
Common Stock Issuance:
DRIP . . . . . . . . . . . . .        73,859       246        363                                                           609
ESIP . . . . . . . . . . . . .        83,931       280        401                                                           681
Compensation Program:
   Restricted Shares . . . . .          (809)       (3)       (37)                                                          (40)
Net Loss                                                                            (5,840)                              (5,840)
Cash Dividends
Common Stock                                                                        (2,997)                              (2,997)
Preferred Stock:
4.75 per share                                                                         (8)                                  (8)
7.00 per share                                                                        (26)                                 (26)
9.375 per share                                                                       (42)                                 (42)
8.625 per share                                                                       (60)                                 (60)
7.32 per share                                                                       (878)                                (878)
                                                                    -----------------------                            ---------
BALANCE, DECEMBER 31, 2000 . .     5,582,552   $18,608   $ 73,321   $                  493           15,856  $  (378)  $ 92,044
                                -------------  --------  ---------  -----------------------  --------------  --------  ---------
Common Stock Issuance:
DRIP . . . . . . . . . . . . .        30,087       100        352                                                           452
ESIP . . . . . . . . . . . . .        75,680       252        866                                                         1,118
Compensation Programs:
   Restricted Shares and ISOP.        12,691        44         42                                                            86
Net Income                                                                          11,611                               11,611
Cash Dividends
Common Stock                                                                        (3,101)                              (3,101)
Preferred Stock:
7.00 per share                                                                         (7)                                  (7)
9.375 per share                                                                       (23)                                 (23)
8.625 per share                                                                       (25)                                 (25)
7.32 per share                                                                       (878)                                (878)
                                                                    -----------------------                            ---------
BALANCE, DECEMBER 31, 2001 . .     5,701,010   $19,004   $ 74,581   $                8,070           15,856  $  (378)  $101,277
                                -------------  --------  ---------  -----------------------  --------------  --------  ---------
</TABLE>


     The  Company  maintains  a  Dividend  Reinvestment  and Stock Purchase Plan
("DRIP")  under  which 423,985 shares were reserved and unissued at December 31,
2001.  The  Company also funds an Employee Savings and Investment Plan ("ESIP").
At  December 31, 2001, there were 105,067 shares reserved and unissued under the
ESIP.
     During  2000, the Company's Board of Directors, with subsequent approval of
the  Company's  common  shareholders, established a stock incentive plan.  Under
this plan, options for a total of 500,000 shares may be granted to any employee,
officer,  consultant,  contractor or Director providing services to the Company.
Outstanding  options  become exercisable at between one and four years after the
grant  date  and  remain  exercisable  until  10  years  from  the  grant  date.
          As  permitted  by Statement of Financial Accounting Standards No. 123,
"Accounting  for  Stock-Based Compensation,"("SFAS 123") the Company has elected
to  follow Accounting Principles Board Opinion No. 25 ("APB 25") "Accounting for
Stock  Issued  to  Employees", and related interpretations in accounting for its
employee  stock  options.  Under  APB  25, because the exercise price equals the
market  price  of  the  underlying  stock  on the date of grant, no compensation
expense  is recorded.  Options have only been issued to employees and directors.

          Disclosure  of pro-forma information regarding net income and earnings
per  share  is  required  by SFAS 123.  The information presented below has been
determined  as if the Company accounted for its employee stock options under the
fair  value method of that statement.  The fair values of the options granted in
2001  and 2000 are $4.16 and $2.03 per share, respectively.  They were estimated
at  the  grant date using the Black-Scholes option-pricing model.  The following
table  presents  information  about the assumptions that were used for each plan
year,  and  a  summary  of  the  options  outstanding  at  December  31,  2001:


<TABLE>
<CAPTION>


Plan  Weighted   Outstanding   Remaining                         Assumptions used in option pricing model
                                                            -----------------------------------------
year   average     options    Contractual                  Risk Free                  Expected   Expected   Dividend
      exercise                   Life                      Interest                   Life in     Stock       Yield
        price                                                rate                      Years    Volatility
      ---------                            -----------------------------------------  --------  ----------
<S>   <C>        <C>          <C>          <C>                                        <C>       <C>         <C>
2000  $    7.90      309,900    8.6 years                                      6.05%         7       30.58       4.5%
2001  $   16.61       54,250    9.5 years                                      5.25%         6       32.69       4.0%
      $    9.20      364,150
      =========  ===========
</TABLE>
Pro-forma net earnings (loss) per share and a summary of options outstanding are
as  follows:

<TABLE>
<CAPTION>

Pro-forma  net  income  (loss)               years  ended  December  31,

                                          2001      2000
                                         -------  --------
In thousands, except per share amounts
<S>                                      <C>      <C>
Net income (loss) reported. . . . . . .  $10,678  $(6,854)
Pro-forma net income (loss) . . . . . .  $10,515  $(6,913)
Net income (loss)per share
  As reported . . . . . . . . . . . . .  $  1.90  $ (1.25)
  Pro-forma . . . . . . . . . . . . . .  $  1.87  $ (1.26)
Diluted earnings per share
  As reported . . . . . . . . . . . . .  $  1.85  $ (1.25)
  Pro-forma . . . . . . . . . . . . . .  $  1.82  $ (1.26)
</TABLE>


<TABLE>
<CAPTION>
                                          Weighted     Range of
                                 Total     Average     Exercise     Options
                                  Options  Price      Prices      Exercisable
                                  -------  ------  -------------  -----------
<S>                               <C>      <C>     <C>            <C>
Outstanding at January 1, 2000 .        -  $    -
Granted. . . . . . . . . . . . .  335,300    7.90  $        7.90
Exercised. . . . . . . . . . . .        -       -
Forfeited. . . . . . . . . . . .    3,400    7.90
Outstanding at December 31, 2000  331,900  $ 7.90  $        7.90            -
                                  -------  ------  -------------
Granted. . . . . . . . . . . . .   55,450  $16.67  $14.50-$16.78
Granted. . . . . . . . . . . . .    1,000   12.28  $       12.28
Exercised. . . . . . . . . . . .   17,400    7.90  $        7.90
Forfeited. . . . . . . . . . . .    6,800   10.61  $ 7.90-$16.78
                                                   -------------
Outstanding at December 31, 2001  364,150  $ 9.20  $ 7.90-$16.78       95,350
                                  =======  ======  =============  ===========

Options granted are not exercisable until one year after the date of grant.  The
pro-forma  amounts  may  not  be representative of future results and additional
options  may  be  granted in future years.  For 2000, the number of total shares
after  giving  effect to anti-dilutive common stock equivalents does not change.
          The  following  table  presents  a reconciliation of net income to net
income  available  to  common  shareholders,  and  the  average common shares to
average  common  equivalent  shares  outstanding:
</TABLE>






<TABLE>
<CAPTION>

          Reconciliation of net income available     For the years ended
            for common shareholders and average shares     December 31

                                                   2001          2000      1999
                                              ---------------  --------  --------
                                              (in thousands)
<S>                                           <C>              <C>       <C>
Net income (loss) before preferred dividends  $        11,611  $(5,840)  $(3,063)
Preferred stock dividend requirement . . . .              933    1,014     1,155
                                              ---------------  --------  --------
Net income (loss) applicable to common
   stock . . . . . . . . . . . . . . . . . .  $        10,678  $(6,854)  $(4,218)
                                              ===============  ========  ========

Average number of common shares-basic. . . .            5,630    5,491     5,361
Dilutive effect of stock options . . . . . .              159        -         -
                                              ---------------  --------  --------
Average number of common shares-diluted. . .            5,789    5,491     5,361
                                              ===============  ========  ========
</TABLE>


During  2000,  the  Compensation Program for Officers and Certain Key Management
personnel,  that  authorized  payment of cash, restricted and unrestricted stock
grants  based  on  corporate  performance, was replaced with the stock incentive
plan  discussed  above.   Approximately  1,262  restricted shares, issued during
1996  and  1997,  remain  unvested  under  this  program  at  December 31, 2001.
          Dividend  Restrictions.  Certain  restrictions  on the payment of cash
dividends  on common stock are contained in the Company's indentures relating to
long-term  debt  and  in  the  Restated Articles of Association.  Under the most
restrictive  of such provisions, approximately $8.0 million of retained earnings
were  free  of  restrictions  at  December  31,  2001.
     The  properties  of  the  Company  include  several  hydroelectric projects
licensed under the Federal Power Act, with license expiration dates ranging from
2001  to  2025.  At  December  31,  2001,  $168,000 of retained deficit had been
appropriated as excess earnings on hydroelectric projects as required by Section
10(d)  of  the  Federal  Power  Act.




D.  PREFERRED  STOCK

          The  holders  of  the  preferred stock are entitled to specific voting
rights  with  respect  to  certain  types  of  corporate actions.  They are also
entitled  to  elect  the  smallest number of directors necessary to constitute a
majority  of  the  Board  of  Directors in the event of preferred stock dividend
arrearages  equivalent to or exceeding four quarterly dividends.  Similarly, the
holders  of the preferred stock are entitled to elect two directors in the event
of  default  in any purchase or sinking fund requirements provided for any class
of  preferred  stock.

          Certain  classes  of preferred stock are subject to annual purchase or
sinking  fund  requirements.  The  sinking fund requirements are mandatory.  The
purchase  fund  requirements  are mandatory, but holders may elect not to accept
the  purchase  offer.  The  redemption  or  purchase  price  to  satisfy  these
requirements  may  not exceed $100 per share plus accrued dividends.  All shares
redeemed or purchased in connection with these requirements must be canceled and
may  not be reissued.  The annual purchase and sinking fund requirements for the
year  2002  for  certain  classes  of  preferred  stock  are  as  follows:

<TABLE>
<CAPTION>
                              Purchase and Sinking Fund

                                       Shares to
          Class              Due dates    Retire
<C>     <S>                <C>         <C>

4.750%  Class B . . . . .  December 1        300
7.000%  Class C . . . . .  December 1        450
9.375%  Class D, Series 1  December 1      1,600
</TABLE>

Under  the  Restated  Articles  of Association relating to Redeemable Cumulative
Preferred  Stock,  the  annual  aggregate  amount  of  purchase and sinking fund
requirements  for  the  next  five years are $235,000 for 2002, $75,000 each for
2003  and  2004,  $70,000  for  2005  and  $105,000  thereafter.
          Certain classes of preferred stock are redeemable at the option of the
Company  or,  in the case of voluntary liquidation, at various prices on various
dates.  The prices include the par value of the issue plus any accrued dividends
and  an  early redemption premium.  The redemption premium for Class B, C and D,
Series  1,  is  $1.00  per  share. See Note M, Subsequent Events, for additional
information  concerning  the  early  redemption  of  preferred  stock.

E.  SHORT-TERM  DEBT

          The  Company  has  a  $15.0 million 364-day revolving credit agreement
with  Fleet  Financial  Services  ("Fleet")  joined  by  KeyBank  National
Association("KeyBank"),  expiring  June  2002  (the "Fleet-Key Agreement").  The
Fleet-Key Agreement replaced a similar agreement with Fleet and Citizens Bank of
Massachusetts  (the  "Fleet  agreement")  in  the  amount of $15.0 million, with
borrowings outstanding of $500,000, with a weighted average rate of 9.5 percent,
at  December 31, 2000.  There was $0.0 outstanding on the Fleet-Key Agreement at
December  31,  2001.  There  was  no  non-utility short-term debt outstanding at
December  31,  2001  or  2000.
          The  Fleet-Key  Agreement  is  unsecured,  and requires the Company to
certify  on  a  quarterly  basis  that  it  has not suffered a "material adverse
change".  Similarly,  as  a  condition  to  further borrowings, the Company must
certify  that  no  event  has  occurred or failed to occur that has had or would
reasonably  be expected to have a materially adverse effect on the Company since
the  date  of  the last borrowing under this agreement.  The Fleet-Key Agreement
allows  the  Company  to  continue  to  borrow  until  such  time  that:
*     a  "material  adverse  effect"  has  occurred;  or
*     the Company no longer complies with all other provisions of the agreement,
in  which  case  further  borrowing  will  not  be  permitted;  or
*     there  has  been  a "material adverse change", in which case the banks may
declare  the  Company  in  default.
          On September 20, 2000, we established a $15.0 million revolving credit
agreement  ("KeyBank  agreement")  with  KeyBank.  Pursuant  to a one year power
supply  option agreement between the Company and Energy East Corporation ("EE"),
EE  made a payment of $15.0 million to the Company.  The Company was required to
invest  the  funds provided by EE in a certificate of deposit at KeyBank pledged
by  the Company to secure the repayment of indebtedness issued under the Keybank
agreement.  The  payment  made  by  EE  was  returned  to  EE along with accrued
interest  on September 11, 2001.  The KeyBank agreement expired on September 19,
2001.  There  was $15.0 million outstanding on the KeyBank agreement at December
31,  2000.
          The  Company  anticipates  that it will secure financing that replaces
some  or  all  of  its  expiring  facilities  during  2002.
     During  the  first  quarter  of  2001,  Moody's Investors Service and Fitch
upgraded  the  Company's  first  mortgage bond and preferred stock ratings.  The
rating action reflected the rating agencies' earnings and cash flow expectations
for  the Company following the VPSB Order in the Company's 1998 retail rate case
(the  "Settlement  Order") issued January 23, 2001.  See Note I-5, Rate Matters,
for  further  information  regarding the settlement of the Company's 1998 retail
rate  case  with  the  Department  and  the  VPSB.

F.  LONG-TERM  DEBT


          Substantially  all  of  the property and franchises of the Company are
subject  to the lien of the indenture under which first mortgage bonds have been
issued.  The  weighted  average rate on long term borrowings outstanding was 7.1
percent and 7.6 percent at December 31, 2001 and 2000, respectively.  The annual
sinking  fund  requirements (excluding amounts that may be satisfied by property
additions) and long-term debt maturities for the next five years, as of December
31,  2001,  are:

<TABLE>
<CAPTION>
                          Sinking
                         Fund and
                       Maturities
                      -----------
<S>                   <C>

2002 . . . . . . . .  $     9,700
2003 . . . . . . . .       21,700
2004 . . . . . . . .        1,700
2005 . . . . . . . .            -
2006 . . . . . . . .       14,000
Thereafter . . . . .       37,000
Total Long-term debt  $    84,100
                      ===========
</TABLE>


The  Company  executed  and  delivered a $12.0 million, two-year, unsecured loan
agreement  with Fleet, joined by KeyBank, as part of the Fleet-Key Agreement for
revolving  credit.  On  July  27,  2001,  the  VPSB  approved  the  financing
arrangement,  and  the  loan was made on August 24, 2001.  The Company used this
facility,  along with proceeds from the maturing KeyBank certificate of deposit,
to  terminate the KeyBank agreement and repay the $15.0 million it received from
EE  pursuant  to the power supply option agreement discussed above.  At December
31, 2001, there was $12.0 million outstanding under the two-year loan agreement.
          See  Note  M,  Subsequent  Events,  for  information  about  the early
redemption  of  certain  first  mortgage  bonds.

G.  INCOME  TAXES

     Utility.  The Company accounts for income taxes using the liability method.
This  method  accounts  for deferred income taxes by applying statutory rates to
the  differences  between  the  book  and  tax  bases of assets and liabilities.

          The regulatory tax assets and liabilities represent taxes that will be
collected  from or returned to customers through rates in future periods.  As of
December  31,  2001  and  2000,  the  net  regulatory assets were $1,096,000 and
$1,908,000,  respectively,  and  included  in  Other  Deferred  Charges  on  the
Company's  consolidated  balance  sheets.
          The  temporary  differences  which  gave  rise to the net deferred tax
liability  at  December  31,  2001  and  December  31,  2000,  were  as follows:

<TABLE>
<CAPTION>

                                                                                        AT  DECEMBER  31,

                                                                                           2001         2000
                                                                                      ---------------  -------
                                                                                      (In thousands)
<S>                                   <C>                              <C>            <C>              <C>
DEFERRED TAX ASSETS
Contributions in aid of construction                                                  $        10,435  $10,018
Deferred compensation and
     postretirement benefits                                                                    4,382    4,122
Self insurance and other reserves                                                                   -        -
Other                                                                                           5,525    1,958
                                                                                      ---------------  -------
                                                                                      $        20,342  $16,098
                                                                                      ---------------  -------

DEFERRED TAX LIABILITIES
Property related                                                                      $        39,518  $38,648
Demand side management                                                                          2,059    1,810
Deferred purchased power costs                                                                  1,450       84
Pine Street reserve                                                                               855      571
Other                                                                                             219      629
                                                                                      ---------------  -------
                                                                                      $        44,101  $41,742
                                                                                      ---------------  -------
                                      Net accumulated deferred income
                                                                       tax liability  $        23,759  $25,644
                                                                                      ===============  =======
</TABLE>

The following table reconciles the change in the net accumulated deferred income
tax  liability  to  the  deferred  income  tax  expense  included  in the income
statement  for  the  periods  presented:

<TABLE>
<CAPTION>

                                                                            YEARS  ENDED  DECEMBER  31,

                                                                               2001        2000    1999
                                                                          ---------------  -----  ------
                                                                          (In thousands)
<S>                                    <C>                                <C>              <C>    <C>
Net change in deferred income tax                                         $       (1,885)  $ 443  $1,812
 liability
Change in income tax related
regulatory assets and liabilities                                                 (1,149)    184     176
Change in alternative minimum
 tax credit                                                                            -       -       -
                                                                          ---------------  -----  ------
Deferred income tax expense (benefit)                                     $       (3,034)  $ 627  $1,988
                                                                          ===============  =====  ======
</TABLE>

The  components  of  the  provision  for  income  taxes  are  as  follows:

<TABLE>
<CAPTION>

                  YEARS  ENDED  DECEMBER  31,

                                     2001          2000     1999
                                ---------------  --------  -------
                                (In thousands)
<S>                             <C>              <C>       <C>
Current federal income taxes .  $        7,846   $  (786)  $ (339)
Current state income taxes . .           2,418      (249)    (125)
                                ---------------  --------  -------
Total current income taxes . .          10,264    (1,035)    (464)
Deferred federal income taxes.          (2,296)      461    1,479
Deferred state income taxes. .            (738)      166      509
                                ---------------  --------  -------
Total deferred income taxes. .          (3,034)      627    1,988
Investment tax credits-net . .            (282)     (283)    (282)
                                ---------------  --------  -------
Income tax provision (benefit)  $        6,948   $  (691)  $1,242
                                ===============  ========  =======
</TABLE>

Total  income  taxes  differ  from  the amounts computed by applying the federal
statutory  tax rate to income before taxes.  The reasons for the differences are
as  follows:
<TABLE>
<CAPTION>

                                                       YEARS ENDED DECEMBER 31,

                                                    2001          2000      1999
                                               ---------------  --------  --------
                                               (In thousands)
<S>                                            <C>              <C>       <C>
Income (loss) before income taxes and
  preferred dividends . . . . . . . . . . . .  $       18,559   $(6,531)  $(1,821)
Federal statutory rate. . . . . . . . . . . .            35.0%     34.0%     34.0%
Computed "expected" federal income
  taxes . . . . . . . . . . . . . . . . . . .           6,496    (2,221)     (619)
Increase (decrease) in taxes resulting from:
Tax versus book depreciation. . . . . . . . .              45        83        92
Dividends received and paid credit. . . . . .            (440)     (435)     (485)
AFUDC-equity funds. . . . . . . . . . . . . .             (72)      (33)       (5)
Amortization of ITC . . . . . . . . . . . . .            (282)     (282)     (282)
State tax (benefit) . . . . . . . . . . . . .           1,705       (83)      383
Excess deferred taxes . . . . . . . . . . . .             (60)      (60)      (60)
Tax attributable to subsidiaries. . . . . . .              63     2,213     2,271
Other . . . . . . . . . . . . . . . . . . . .            (506)      127       (53)
                                               ---------------  --------  --------
Total federal and state income tax (benefit).  $        6,948   $  (691)  $ 1,242
                                               ===============  ========  ========
Effective combined federal and state
  income tax rate . . . . . . . . . . . . . .            37.4%     10.6%   (68.2%)
</TABLE>

Non-Utility.  The  Company's  non-utility  subsidiaries,  excluding  NWR,  had
accumulated  deferred  income  taxes  of  approximately  $2,000 on their balance
sheets  at  December  31, 2001, attributable to depreciation timing differences.
          The  components  of the provision for the income tax expense (benefit)
for  the  non-utility  operations  are:


<TABLE>
<CAPTION>


                               YEARS ENDED DECEMBER 31,
                                         2001             2000   1999
                              --------------------------  -----  -----
<S>                           <C>                         <C>    <C>
                                          (In thousands)
State income taxes . . . . .  $                       -   $   7  $  99
Federal income taxes . . . .                         (1)     21    310
                              --------------------------  -----  -----
Income tax expense (benefit)  $                      (1)  $  28  $ 409
                              ==========================  =====  =====
</TABLE>

     The effective combined federal and state income tax rate for the continuing
non-utility  operations was approximately 40 percent for each of the years ended
December  31, 2001, 2000 and 1999.  See Note L for income tax information on the
discontinued  operations  of  NWR.

H.  PENSION  AND  RETIREMENT  PLANS.

     The  Company  has a defined benefit pension plan covering substantially all
of  its employees.  The retirement benefits are based on the employees' level of
compensation and length of service.  The Company's policy is to fund all accrued
pension  costs.  The Company records annual expense and accounts for its pension
plan  in  accordance  with  Statement  of Financial Accounting Standards No. 87,
Employers'  Accounting  for  Pensions.  The Company provides certain health care
benefits  for retired employees and their dependents.  Employees become eligible
for  these  benefits if they reach retirement age while working for the Company.
The  Company  accrues  the  cost  of  these  benefits during the service life of
covered employees.  The pension plan assets consist primarily of cash equivalent
funds,  fixed  income  securities  and  equity  securities.
          Accrued  postretirement health care expenses are recovered in rates to
the  extent  those expenses are funded.  In order to maximize the tax-deductible
contributions  that  are  allowed under IRS regulations, the Company amended its
pension  plan  to establish a 401-h sub-account and separate VEBA trusts for its
union  and  non-union employees.  The VEBA plan assets consist primarily of cash
equivalent  funds, fixed income securities and equity securities.  The following
provides a reconciliation of benefit obligations, plan assets, and funded status
of  the  plans  as  of  December  31,  2001  and  2000.

<TABLE>
<CAPTION>

                                     At and for the years ended December 31,
                             Pension Benefits          Other Postretirement Benefits
                             ----------------          -----------------------------

                                                         2001          2000      2001      2000
                                                    ---------------  --------  --------  --------
                                                    (In thousands)
Change in projected benefit obligation:
<S>                                                 <C>              <C>       <C>       <C>
Projected benefit obligation as of prior year end.  $       23,332   $22,444   $14,947   $11,955
Service cost . . . . . . . . . . . . . . . . . . .             537       655       241       216
Interest cost. . . . . . . . . . . . . . . . . . .           1,737     1,658     1,043     1,049
Participant contributions. . . . . . . . . . . . .               -         -       151         -
Change in actuarial assumptions. . . . . . . . . .             367         -         -     2,328
Actuarial (gain) loss. . . . . . . . . . . . . . .           1,650       513     1,021        73
Benefits paid. . . . . . . . . . . . . . . . . . .          (1,670)   (1,707)     (912)     (674)
Administrative expense . . . . . . . . . . . . . .             (58)     (231)        -         -
                                                    ---------------  --------  --------  --------
Projected benefit obligation as of year end. . . .  $       25,895   $23,332   $16,491   $14,947
                                                    ===============  ========  ========  ========

Change in plan assets:
Fair value of plan assets as of prior year end . .  $       27,760   $31,477   $10,944   $11,062
Administrative expenses paid . . . . . . . . . . .             (58)     (231)        -         -
Participant contributions. . . . . . . . . . . . .               -         -       151         -
Employer contributions . . . . . . . . . . . . . .               -         -       761       673
Actual return on plan assets . . . . . . . . . . .          (1,691)   (1,779)     (928)     (118)
Benefits paid. . . . . . . . . . . . . . . . . . .          (1,670)   (1,707)     (912)     (673)
                                                    ---------------  --------  --------  --------
Fair value of plan assets as of year end . . . . .  $       24,341   $27,760   $10,016   $10,944
                                                    ===============  ========  ========  ========

Funded status as of year end . . . . . . . . . . .  $       (1,554)  $ 4,428   $(6,475)  $(4,003)
Unrecognized transition obligation (asset) . . . .            (241)     (406)    3,608     3,936
Unrecognized prior service cost. . . . . . . . . .             986       766      (519)     (577)
Unrecognized net actuarial gain. . . . . . . . . .            (892)   (6,848)    2,711      (130)
                                                    ---------------  --------  --------  --------
Accrued benefits at year end . . . . . . . . . . .  $       (1,701)  $(2,060)  $  (675)  $  (774)
                                                    ===============  ========  ========  ========
</TABLE>

The Company also has a supplemental pension plan for certain employees.  Pension
costs  for  the  years  ended  December  31, 2001, 2000, and 1999 were $340,000,
$346,000,  and  $556,000, respectively, under this plan.  This plan is funded in
part  through  insurance  contracts.

          Net  periodic  pension  expense and other postretirement benefit costs
include  the  following  components:
<TABLE>
<CAPTION>

                                                               For the years ended December 31,
                                                               Pension Benefits   Other Postretirement Benefits
                                                     2001          2000      1999     2001     2000     1999
                                                ---------------  --------  --------  -------  -------  ------
                                                (In thousands)
<S>                                             <C>              <C>       <C>       <C>      <C>      <C>
Service cost . . . . . . . . . . . . . . . . .  $          537   $   655   $   620   $  241   $  216   $ 240
Interest cost. . . . . . . . . . . . . . . . .           1,737     1,658     1,780    1,043    1,049     855
Expected return on plan assets . . . . . . . .          (2,379)   (2,580)   (2,721)    (892)    (940)   (834)
Amortization of transition asset . . . . . . .            (164)     (164)     (196)       -        -       -
Amortization of net gain from earlier periods.               -         -         -        -        -       -
Amortization of prior service cost . . . . . .             147       121       128      (58)     (58)    (60)
Amortization of the transition obligation. . .               -         -         -      328      328     340
Recognized net actuarial gain. . . . . . . . .            (237)     (474)     (196)       -        -     (19)
Special termination benefit. . . . . . . . . .               -         -     3,122        -        -     888
Regulatory deferral. . . . . . . . . . . . . .               -         -    (3,122)       -        -    (888)
                                                ---------------  --------  --------  -------  -------  ------
    Net periodic benefit cost (income) . . . .  $         (359)  $  (784)  $  (585)  $  662   $  595   $ 522
                                                ===============  ========  ========  =======  =======  ======
</TABLE>

     Assumptions  used to determine postretirement benefit costs and the related
benefit  obligation  were:



<TABLE>
<CAPTION>

                                For the years ended December 31,
                                          Pension benefits      Other Postretirement Benefits
                    ----------------          -----------------------------

                                              2001   2000                   2001   2000
                                              -----  -----                 -----  -----
<S>                                           <C>    <C>                     <C>    <C>
Weighted average assumptions as of year end:
Discount rate. . . . . . . . . . . . . . . .  7.50%  7.50%                 7.00%  7.50%
Expected return on plan assets . . . . . . .  9.00%  9.00%                 8.50%  8.50%
Rate of compensation increase. . . . . . . .  4.50%  4.50%                 4.25%  4.50%
Medical inflation. . . . . . . . . . . . . .     -      -                  8.00%  6.00%
</TABLE>

     For measurement purposes, an 8.0 percent annual rate of increase in the per
capita  cost  of  covered  medical  benefits was assumed for 2001.  This rate of
increase  gradually  reduces  to  6.0  percent  in 2005.  The medical trend rate
assumption  has  a  significant  effect  on  the amounts reported.  For example,
increasing  the  assumed health care cost trend rate by one percentage point for
all  future  years  would  increase  the  accumulated  postretirement  benefit
obligation  as of December 31, 2001 by $2.4 million and the total of the service
and  interest  cost  components of net periodic postretirement cost for the year
ended  December  31,  2001  by  $208,000.  Decreasing  the  trend  rate  by  one
percentage  point  for  all  future  years  would  decrease  the  accumulated
postretirement  benefit obligation at December 31, 2001 by $1.9 million, and the
total of the service and interest cost components of net periodic postretirement
cost  for  2001  by  $165,000.
          In  1999,  the  Company  deferred  special termination pension benefit
costs  of  $3.1  million  due  to an early retirement program and other employee
separation  activities.  Curtailment  and  settlement  gains of $2.3 million are
included  in  the  special  termination pension benefit cost.  Also in 1999, the
Company  deferred  special  termination postretirement benefit costs of $888,000
due  to  an  early  retirement  program.  Management  believes  that the amounts
deferred  are  probable  of  recovery.

I.     COMMITMENTS  AND  CONTINGENCIES

     1.  INDUSTRY  RESTRUCTURING.  The  electric  utility  business  is  being
subjected  to  rapidly  increasing  competitive  pressures  stemming  from  a
combination  of  trends.  Certain  states,  including all the New England states
except  Vermont,  have  enacted  legislation to allow retail customers to choose
their  electric  suppliers,  with  incumbent  utilities required to deliver that
electricity  over  their  transmission  and  distribution systems.  Recent power
supply  management  difficulties  in  some  regulatory  jurisdictions,  such  as
California,  have  dampened any immediate push towards de-regulation in Vermont.
There  can  be no assurance that any potential future restructuring plan ordered
by  the  VPSB,  the courts, or through legislation will include a mechanism that
would allow for full recovery of our stranded costs and include a fair return on
those  costs  as  they  are  being  recovered.

   2.  ENVIRONMENTAL MATTERS.  The electric industry typically uses or generates
a  range  of potentially hazardous products in its operations.  The Company must
meet  various  land,  water,  air  and aesthetic requirements as administered by
local,  state  and  federal  regulatory  agencies.  We  believe  that  we are in
substantial  compliance  with  those  requirements,  and  that  there  are  no
outstanding  material complaints about our compliance with present environmental
protection regulations, except for developments related to the Pine Street Barge
Canal  site.  The  Company  maintains an environmental compliance and monitoring
program  that  includes  employee  training,  regular  inspection  of  Company
facilities,  research  and  development  projects,  waste  handling  and  spill
prevention  procedures  and  other  activities.
          Pine Street Barge Canal Site.  The Federal Comprehensive Environmental
Response,  Compensation,  and  Liability  Act  ("CERCLA"), commonly known as the
"Superfund"  law,  generally  imposes  strict,  joint  and  several  liability,
regardless  of  fault,  for  remediation of property contaminated with hazardous
substances.  The  Company  has  been  notified  by  the Environmental Protection
Agency  ("EPA")  that  it  is  one  of  several  potentially responsible parties
("PRPs")  for cleanup of the Pine Street Barge Canal site in Burlington, Vermont
where  coal  tar  and  other  industrial  materials  were  deposited.
          In  September  1999,  we negotiated a final settlement with the United
States, the EPA, the State of Vermont, and other parties over terms of a Consent
Decree  that  covers  claims  addressed  in  the  earlier  negotiations  and
implementation of the selected remedy.  In November 1999, the Consent Decree was
filed in the federal district court.  The Consent Decree addresses claims by the
EPA  for past Pine Street Barge Canal site costs, natural resource damage claims
and  claims  for  past  and  future  oversight  costs.  The  Consent Decree also
provides  for  the  design  and  implementation of response actions at the site.
          As  of  December 31, 2001, the Company's total expenditures related to
the  Pine  Street  Barge Canal site since 1982 were approximately $25.2 million.
This  includes those amounts not recovered in rates, amounts recovered in rates,
and  amounts  for  which  rate  recovery has been sought but which are presently
awaiting  further  VPSB  action.  The  bulk  of  these expenditures consisted of
transaction  costs.  Transaction  costs  include  legal  and  consulting  costs
associated  with  the  Company's opposition to the EPA's earlier and more costly
proposals  for  the  site,  as well as litigation and related costs necessary to
obtain  settlements with insurers and other PRP's to provide amounts required to
fund  the  clean  up  (remediation costs) and to address liability claims at the
site.  A  smaller  amount  of  past  expenditures  was for site-related response
costs,  including  costs  incurred  pursuant  to  the  EPA and State orders that
resulted  in  funding  response activities at the site, and to reimburse the EPA
and  the  State for oversight and related response costs.  The EPA and the State
have  asserted  and  affirmed  that  all  costs  related  to  these  orders  are
appropriate  costs of response under CERCLA for which the Company and other PRPs
were  legally  responsible.
          We  estimate  that  we  have  recovered  or  secured, or will recover,
through  settlements  of  litigation  claims against insurers and other parties,
amounts that exceed estimated future remediation costs, future federal and state
government  oversight  costs and past EPA response costs.  We currently estimate
our  unrecovered  transaction  costs  mentioned  above,  which were necessary to
recover settlements sufficient to remediate the site, to oppose much more costly
solutions proposed by the EPA, and to resolve monetary claims of the EPA and the
State, together with our remediation costs, to be $12.4 million over the next 33
years.  The  estimated  liability is not discounted, and it is possible that our
estimate  of  future  costs  could  change  by  a material amount.  We also have
recorded an offsetting regulatory asset, and we believe that it is probable that
we  will  receive  future  revenues to recover these costs.  Although it did not
eliminate  the  rate  base  deferral of these expenditures, or make any specific
order  in  this  regard,  the  VPSB indicated that it was inclined to agree with
other  parties  in  the  case  that  the ultimate costs associated with the Pine
Street  Barge Canal site, taking into account recoveries from insurance carriers
and  other  PRPs,  should  be  shared  between customers and shareholders of the
Company.  In  response  to  our  Motion for Reconsideration, the VPSB on June 8,
1998  stated its intent was "to reserve for a future docket issues pertaining to
the sharing of remediation-related costs between the Company and its customers".
The  VPSB  Settlement Order regarding the Company's 1998 retail rate request did
not  change  the  status  of  Pine  Street  cost  recovery.

          Clean Air Act.     The Company purchases most of its power supply from
other  utilities  and does not anticipate that it will incur any material direct
costs  as  a  result  of  the  Federal  Clean  Air Act or proposals to make more
stringent  regulations  under  that  Act.

     3.  OPERATING  LEASES.  The  Company  terminated an operating lease for its
corporate  headquarters  building and two of its service center buildings in the
first  quarter of 1999.  The Company sold its corporate headquarters building in
1999,  but  retained  ownership  of  its  two  service  centers.

     4.  JOINTLY-OWNED FACILITIES.  The Company has joint-ownership interests in
electric  generating  and  transmission  facilities  at  December  31,  2001, as
follows:

<TABLE>
<CAPTION>

                             Ownership    Share of     Utility     Accumulated
                            Interest     Capacity        Plant       Depreciation
                           ---------  ---------  ---------------  -------------
                           (In %)    (In MWh)   (In thousands)
<S>                       <C>        <C>        <C>              <C>
Highgate . . . . . . . .       33.8       67.6  $        10,299  $       4,388
McNeil . . . . . . . . .       11.0        5.9            8,866          4,779
Stony Brook (No. 1). . .        8.8         31           10,339          7,636
Wyman (No. 4). . . . . .        1.1        6.8            1,980          1,255
Metallic Neutral Return.       59.4          -            1,563            681
</TABLE>


Metallic  Neutral  Return  is  a  neutral  conductor  for  NEPOOL/Hydro-Quebec
Interconnection

          The  Company's  share of expenses for these facilities is reflected in
the  Consolidated  Statements  of  Income.  Each participant in these facilities
must  provide  its  own  financing.

   5.  RATE  MATTERS.

RETAIL  RATE  CASES-  The  Company reached a final settlement agreement with the
Department  in  its  1998  rate  case during November 2000. The final settlement
agreement  contained  the  following  provisions:

*     The Company received a rate increase of 3.42 percent above existing rates,
beginning  with  bills  rendered  January  23,  2001,  and  prior temporary rate
increases  became  permanent;
*     Rates  were  set at levels that recover the Company's Hydro-Quebec Vermont
Joint  Owners  ("VJO")  contract  costs,  effectively  ending  the  regulatory
disallowances  experienced  by  the  Company  from  1998  through  2000;
*     The  Company  agreed  not  to  seek any further increase in electric rates
prior  to  April  2002 (effective in bills rendered January 2003) unless certain
substantially adverse conditions arise, including a provision allowing a request
for  additional  rate  relief  if power supply costs increase in excess of $3.75
million  over  forecasted  levels;
*     The  Company  agreed  to  write  off in 2000 approximately $3.2 million in
unrecovered rate case litigation costs, and to freeze its dividend rate until it
successfully replaces short-term credit facilities with long-term debt or equity
financing;
*     Seasonal  rates  were  eliminated  in  April  2001,  which  generated
approximately  $8.5 million in additional cash flow in 2001 that can be utilized
to  offset  increased  costs  during  2002  and  2003;
*     The  Company  agreed  to consult extensively with the Department regarding
capital  spending commitments for upgrading our electric distribution system and
to  adopt  customer  care and reliability performance standards, in a first step
toward  possible  development  of  performance-based  rate-making;
*     The  Company  agreed  to  withdraw its Vermont Supreme Court appeal of the
VPSB's  Order  in  the  1997  rate  case;  and
*     The  Company  agreed to an earnings limitation for its electric operations
in  an amount equal to its allowed rate of return of 11.25 percent, with amounts
earned  over  the  limit  being  used  to  write  off  regulatory  assets.

     The  Company  earned approximately $30,000 in excess of its allowed rate of
return  during  2001  before  writing  off regulatory assets in the same amount.

     On  January  23,  2001, the VPSB approved the Company's settlement with the
Department,  with  two  additional  conditions:
*     The Company and customers shall share equally any premium above book value
realized by the Company in any future merger, acquisition or asset sale, subject
to  an  $8.0  million  limit  on  the  customers'  share;  and
*     The  Company's further investment in non-utility operations is restricted.

          During  2001,  the  VPSB  opened  a  review of "special" or off-tariff
contracts, which require specific VPSB approval.  As a result of the review, the
Company  became  aware of one special contract for station service at the McNeil
generating  facility  which  had  not received prior VPSB approval.  The Company
expects  that  a minor penalty will be levied by the VPSB for this omission, but
such  penalty  could  be  material.


     6.  DEFERRED  CHARGES  NOT INCLUDED IN RATE BASE.  The Company has incurred
and deferred approximately $3.9 million in costs for tree trimming, storm damage
and  federal regulatory commission work of which $1.2 million is being amortized
on  an  annual  basis.  Currently,  the  Company  amortizes  such costs based on
amounts  being  recovered  and  does  not  receive a return on amounts deferred.
Management  expects  to seek and receive ratemaking treatment for these costs in
future  filings.
          The  Settlement  Order  directed  the  Company  to  write-off deferred
charges applicable to the state regulatory commission of $3.2 million as part of
the  rate  case  agreement with the Department.  The charge is included in other
operating  expense  for  the year ended December 31, 2000.  The Settlement Order
requires  the  remaining  balance and future expenditures of deferred regulatory
commission  charges  be  amortized  over  seven  years.

     7.     COMPETITION.     During 2001, the Town of Rockingham ("Rockingham"),
Vermont  initiated  inquiries and legal procedures, and on March 5, 2002, voters
in  Rockingham  authorized  the  town  to establish its own electric utility, by
acting  to acquire an existing hydro-generation facility from a third party, and
the  associated  distribution plant owned by the Company within Rockingham.  The
Company  receives  annual  revenues  of  approximately  $4.0  million  from  its
customers  in  Rockingham.  Should  Rockingham  create  a  municipal system, the
Company  would vigorously pursue reimbursement such that our remaining customers
do  not  subsidize  Rockingham.

     8.  OTHER  LEGAL  MATTERS.  The  Company  is  involved  in  legal  and
administrative proceedings in the normal course of business and does not believe
that  the  ultimate  outcome of these proceedings will have a material effect on
the  financial  position  or  the  results  of  operations  of  the  Company.

J.     OBLIGATIONS  UNDER  TRANSMISSION  INTERCONNECTION  SUPPORT  AGREEMENT

          Agreements  executed in 1985 among the Company, VELCO and other NEPOOL
members  and  Hydro-Quebec  provided  for  the  construction of the second phase
(Phase  II)  of the interconnection between the New England electric systems and
that  of  Hydro-Quebec.  Phase  II  expands  the  Phase  I  facilities  from 690
megawatts to 2,000 megawatts and provides for transmission of Hydro-Quebec power
from  the  Phase  I  terminal  in  northern  New  Hampshire  to  Sandy  Pond,
Massachusetts.  Construction  of Phase II commenced in 1988 and was completed in
late  1990.  The Company is entitled to 3.2 percent of the Phase II power-supply
benefits.  Total  construction  costs  for  Phase  II  were  approximately  $487
million.  The  New  England participants, including the Company, have contracted
to  pay  monthly  their  proportionate  share of the total cost of constructing,
owning  and  operating  the  Phase II facilities, including capital costs.  As a
supporting participant, the Company must make support payments under thirty-year
agreements.  These  support  agreements  meet  the  capital  lease  accounting
requirements.  At  December  31,  2001,  the  present  value  of  the  Company's
obligation  is  approximately  $6.0  million.

          Projected  future  minimum  payments  under  the  Phase  II  support
agreements  are  as  follows:

<TABLE>
<CAPTION>



                       Year ending December 31,
                     --------------------------
                           (In thousands)
<S>                  <C>
2002. . . . . . . .  $                      426
2003. . . . . . . .                         425
2004. . . . . . . .                         426
2005. . . . . . . .                         425
2006. . . . . . . .                         426
Total for 2007-2015                       3,831
    Total . . . . .  $                    5,959
                     ==========================
</TABLE>

     The  Phase  II  portion  of  the  project  is  owned  by  New  England
Hydro-Transmission  Electric  Company  and  New  England  Hydro-Transmission
Corporation,  subsidiaries  of  New England Electric System, in which certain of
the  Phase  II  participating  utilities,  including  the  Company,  own  equity
interests.  The  Company  holds  approximately  3.2 percent of the equity of the
corporations  owning  the  Phase  II  facilities.

K.     LONG-TERM  POWER  PURCHASES

     1.  Unit  Purchases.  Under  long-term  contracts  with  various  electric
utilities  in  the  region, the Company is purchasing certain percentages of the
electrical  output  of  production  plants  constructed  and  financed  by those
utilities.  Such  contracts  obligate  the Company to pay certain minimum annual
amounts representing the Company's proportionate share of fixed costs, including
debt  service  requirements  whether or not the production plants are operating.
The  cost  of  power obtained under such long-term contracts, including payments
required when a production plant is not operating, is reflected as "Power Supply
Expenses"  in  the  accompanying  Consolidated  Statements  of  Income.
          Information  (including estimates for the Company's portion of certain
minimum  costs and ascribed long-term debt) with regard to significant purchased
power  contracts  of  this  type  in  effect  during  2001  follows:

<TABLE>
<CAPTION>

                                                                STONY            VERMONT
                                                                BROOK             YANKEE
                                                       -----------------------  ----------
                                                       (Dollars in thousands)
<S>                                <C>                 <C>                      <C>
Plant capacity                                                       352.0 MW    531.0 MW
Company's share of output                                                4.40%      17.90%
Contract period expires:                                                 2006        2012
Company's annual share of:
                                   Interest            $                  161   $   1,932
                                   Other debt service                     401           -
                                   Other capacity                         527      26,819
                                                       -----------------------  ----------
Total annual capacity                                  $                1,089   $  28,751
                                                       =======================  ==========

Company's share of long-term debt                      $                2,797   $  10,667
</TABLE>

2.  Hydro-Quebec  System  Power  Purchase  and  Sale Commitments.  Under various
contracts,  the  details  of which are described in the table below, the Company
purchases  capacity  and  associated energy produced by the Hydro-Quebec system.
Such  contracts obligate the Company to pay certain fixed capacity costs whether
or  not  energy  purchases  above a minimum level set forth in the contracts are
made.  Such  minimum  energy  purchases  must be made whether or not other, less
expensive  energy  sources  might be available.  These contracts are intended to
complement  the  other  components  in the Company's power supply to achieve the
most economic power supply mix reasonably available.  There are specific step-up
provisions  that provide that in the event any VJO contract member fails to meet
its  obligation  under  the  contract  with  Hydro-Quebec,  the  remaining  VJO
participants,  including  the  Company,  will  "step-up"  to  the  defaulting
participants  share  on  a  prorated  basis.
          The  Company's  current  purchases  pursuant  to  the  contract  with
Hydro-Quebec entered into December 4, 1987 (the "1987 Contract") are as follows:
(1)  Schedule  B  --  68  megawatts of firm capacity and associated energy to be
delivered  at  the  Highgate  interconnection  for  twenty  years  beginning  in
September  1995;  and  (2)  Schedule  C3  --  46  megawatts of firm capacity and
associated  energy  to  be delivered at interconnections to be determined at any
time  for  20  years,  which  began  in  November  1995.
          Hydro-Quebec  also  has  the  right  to reduce the load factor from 75
percent  to  65  percent under the 1987 Contract a total of three times over the
life  of  the  contract.  The Company can delay such reduction by one year under
the  same  contract.  During  2001,  Hydro-Quebec  exercised  the first of these
options  for  2002,  and the Company delayed the effective date of this exercise
until  2003.  The Company estimates that the net cost of Hydro-Quebec's exercise
of  its  option  will increase power supply expense during 2003 by approximately
$0.4  million.
          During  1994,  the Company negotiated an arrangement with Hydro-Quebec
that reduced the cost impacts associated with the purchase of Schedules B and C3
under the 1987 Contract, over the November 1995 through October 1999 period (the
"July 1994 Agreement").  Under the July 1994 Agreement, the Company, in essence,
will  take  delivery of the amounts of energy as specified in the 1987 Contract,
but  the  associated  fixed  costs  will  be  significantly  reduced  from those
specified  in  the  1987  Contract.
          As part of the July 1994 Agreement, we were obligated to purchase $4.0
million  (in  1994  dollars)  worth  of  research  and  development  work  from
Hydro-Quebec  over  a period ending October 1999, which has since been extended,
and  made  an  additional  $6.5  million  (plus  accrued  interest)  payment  to
Hydro-Quebec  in  1995.  Hydro-Quebec retains the right to curtail annual energy
deliveries  by  10  percent  up  to five times, over the 2001 to 2015 period, if
documented  drought  conditions  exist in Quebec.  The period for completing the
research  and  development  purchase  was  subsequently  extended to March 2001.
          During  the  first  year  of  the July 1994 Agreement (the period from
November  1995  through  October  1996),  the  average cost per kilowatt-hour of
Schedules  B  and C3 combined was cut from 6.4 to 4.2 cents per kilowatt-hour, a
34  percent  or  $16 million cost reduction.  Over the period from November 1996
through  December  2000  and  accounting  for  the payments to Hydro-Quebec, the
combined  unit  costs  were  lowered  from  6.5  to 5.9 cents per kilowatt-hour,
reducing  unit  costs  by  10 percent and saving $20.7 million in nominal terms.
          All of the Company's contracts with Hydro-Quebec call for the delivery
of  system  power  and  are  not  related  to  any  particular facilities in the
Hydro-Quebec  system.  Consequently,  there  are  no  identifiable  debt-service
charges  associated  with  any  particular  Hydro-Quebec  facility  that  can be
distinguished  from  the  overall  charges  paid  under  the  contracts.
          A  summary  of  the  Hydro-Quebec  contracts  through  the  July  1994
Agreement,  including  historic  and  projected charges for the years indicated,
follows:

<TABLE>
<CAPTION>


                                                                                  THE 1987 CONTRACT
                                                                          SCHEDULE B            SCHEDULE C3
                                                --------------------------------------       -------------
<S>                       <C>        <C>        <C>                                     <C>  <C>            <C>
                                                                         (Dollars in thousands except per KWh)
Capacity acquired                                                               68 MW               46 MW
Contract period                                                             1995-2015           1995-2015
Minimum energy purchase                                                            75%                 75%
(annual load factor)

Annual energy charge                      2001  $                              11,891        $      8,025
                          estimated  2002-2015                                 13,261   (1)         9,062   (1)

Annual capacity charge                    2001  $                              16,850        $     11,613
                          estimated  2002-2015  $                              17,103   (1)  $     11,687   (1)

Average cost per KWh                      2001  $                               0.063        $      0.064
                          estimated  2002-2015  $                               0.066   (2)  $      0.066   (2)
</TABLE>

(1)Estimated  average  includes  load  factor  reduction  to  65 percent in 2003
(2)Estimated  average  in  nominal  dollars  levelized over the period indicated
  includes  amortization of payments to Hydro-Quebec for the July 1994 Agreement

          Under a power supply arrangement executed in January 1996 ("9601"), we
received  payments from Hydro-Quebec of $3.0 million in 1996 and $1.1 million in
1997.  Under  9601,  the Company was required to shift up to 40 megawatts of its
Schedule  C3 deliveries to an alternate transmission path and use the associated
portion  of the NEPOOL/Hydro-Quebec interconnection facilities to purchase power
for the period from September 1996 through June 2001 at prices that varied based
upon  conditions  in  effect when the purchases were made.  The 9601 arrangement
also  provided  for  minimum  payments  by  the  Company to Hydro-Quebec for the
periods  in  which  power  was  not  purchased  under  the  arrangement.  This
arrangement  allowed Hydro-Quebec to curtail energy deliveries should it need to
use  certain  resources  to  supplement available supply.  During the last three
months  of  2000,  Hydro-Quebec  curtailed  energy  deliveries.
          Under  a  separate  arrangement  established  on December 5, 1997 (the
"9701  arrangement"),  Hydro-Quebec  provided  a  payment of $8.0 million to the
Company  in 1997.  In return for this payment, the Company provided Hydro-Quebec
an  ongoing  option  for  the  purchase of power.  Commencing April 1, 1998, and
effective  through October 2015, Hydro-Quebec can exercise an option to purchase
up  to  52,500 MWh ("option A") on an annual basis, at energy prices established
in  accordance  with  the  1987  Contract.   The  cumulative  amount  of  energy
purchased  under  the  9701  arrangement  shall  not  exceed  950,000  MWh.
Hydro-Quebec's option to curtail energy deliveries pursuant to the 1987 Contract
and  the  July  1994  Agreement  may  be exercised in addition to these purchase
options.
          Over the same period, Hydro-Quebec can exercise an option on an annual
basis  to  purchase  a  total  of  600,000 MWh ("option B") at the 1987 Contract
energy  price.  Hydro-Quebec  can purchase no more than 200,000 MWh in any given
contract  year  ending  October  31.  As  of December 31, 2001, Hydro-Quebec had
purchased  or  called  to  purchase  432,000  MWh  under  option  B.
          In  2001,  Hydro-Quebec  exercised  option A and option B, calling for
deliveries  to  third  parties  at a net expense to the Company of approximately
$7.6  million,  including  capacity  charges.
          In  2000, Hydro-Quebec called for deliveries to third parties at a net
cost  to  the  Company of approximately $14.0 million (including the cost of the
January  and February 2001 calls and related financial positions), which was due
to  higher  energy  replacement costs.  The 9701 arrangement costs are currently
being  recovered in rates on an annual basis.  The VPSB, in the Settlement Order
stated,  "The  record  does  not  demonstrate that any other New England utility
foresaw  the  extent  and  degree  of  volatility  that has developed in the New
England  wholesale  power  markets.  Absent that volatility, the 97-01 Agreement
would  not have had adverse effects."  In conjunction with the Settlement Order,
Hydro-Quebec committed to the Department that it would not call any energy under
option  B  of  the  9701 arrangement during the contract year ending October 31,
2002.  In  1999,  Hydro-Quebec  called  for deliveries to third parties at a net
cost  to  the  Company of approximately $6.3 million.  The Company's estimate of
the  fair  value  of  the  future  net  cost  for the 9701 arrangement, which is
dependent  upon  the timing of any exercise of options, and the market price for
replacement  power,  is  approximately  $25.7  million.  Future  estimates could
change  by  a  material  amount.
          On  April 17, 2001, an Arbitration Tribunal issued its decision in the
arbitration  brought  by  a  group  of  Vermont electric companies and municipal
utilities,  known  as the Vermont Joint Owners ("VJO"), against Hydro-Quebec for
its failure to deliver electricity pursuant to the VJO/Hydro-Quebec power supply
contract  during  the  1998  ice  storm.  The  Company  is  a member of the VJO.
          In  its  award,  the  Arbitration  Tribunal  agreed  partially  with
Hydro-Quebec  and  partially  with  the  VJO.  In  the  decision,  the  Tribunal
concluded  (i) the VJO/Hydro-Quebec power supply contract remains in effect, and
Hydro-Quebec  is  required  to  continue  to  provide capacity and energy to the
Company  under  the  terms  of  the VJO contract, which expires in 2015 and (ii)
Hydro-Quebec  is  required  to  return  certain  capacity  payments  to the VJO.
          On  July  23,  2001,  the  Company received approximately $3.2 million
representing  its  share  of refunded capacity payments from Hydro-Quebec. These
proceeds  reduced  related  deferred assets.  At December 31, 2001, the deferred
balance  of  unrecovered  arbitration  costs  is approximately $1.2 million.  We
believe  it is probable that this balance will ultimately be recovered in rates.

     3.  Morgan  Stanley  Agreement  - On February 11, 1999, the Company entered
into  a  contract  with  MS.  In  January 2001, the MS contract was modified and
extended  to  December  31,  2003.  The contract provides us a means of managing
price  risks associated with changing fossil fuel prices.  On a daily basis, and
at  MS's  discretion,  the  Company will sell power to MS from either (i) all or
part  of  our  portfolio  of power resources at predefined operating and pricing
parameters  or  (ii) any power resources available to the Company, provided that
sales  of power from sources other than Company-owned generation comply with the
predefined  operating  and  pricing  parameters.   MS  then  sells  to  us, at a
predefined  price,  power sufficient to serve pre-established load requirements.
MS  is  also  responsible  for scheduling supply resources.  The Company remains
responsible  for resource performance and availability.  MS provides no coverage
against  major  unscheduled  outages.
          The  Company  and  MS  have  agreed  to the protocols that are used to
schedule  power  sales  and  purchases and to secure necessary transmission.  We
anticipate  that  arrangements  we  make to manage power supply risks will be on
average  more  costly  than  the  expected cost of fuel during the periods being
hedged  because  these  arrangements would typically incorporate a risk premium.

     L.  DISCONTINUED  OPERATIONS.
          The Company sold or otherwise disposed of a significant portion of the
operations  and  assets  of  NWR, which owned and invested in energy generation,
energy  efficiency,  and wastewater treatment projects.  The provisions for loss
from  discontinued  operations  reflect  management's  current estimate.  Assets
remaining include two wind power partnership investments, a note receivable from
a regional hydro-power project, notes receivable and equity investments with two
wastewater  treatment  projects,  one of which has risk factors that include the
outcome  of  warranty  litigation,  and  future  cash  requirements necessary to
minimize  costs  of  winding down wastewater operations.  Several municipalities
using  wastewater  treatment  equipment have commenced or threatened litigation.
The  ultimate  loss  remains  subject to the disposition of remaining assets and
liabilities,  and  could exceed the amounts recorded.  The following illustrates
the  results  and  financial  statement  impact of NWR during and at the periods
shown:

<TABLE>
<CAPTION>



                                                                            2001                  2000      1999
                                                              --------------------------------  --------  --------
                                                              (In thousands except per share)
<S>                                  <C>                      <C>                               <C>       <C>
Revenues                                                      $                           156   $ 1,546   $ 2,296
                                                              --------------------------------  --------  --------
Net loss from operations                                      $                             -   $     -   $  (603)
Provisions for loss on disposal and
                                     future operating losses                             (182)   (6,549)   (6,676)
Net loss                                                      $                          (182)  $(6,549)  $(7,279)
                                                              ================================  ========  ========
Net loss per share-basic                                      $                         (0.03)  $ (1.19)  $ (1.36)
Proceeds from asset sales                                     $                         1,425   $ 6,000   $     -
Total assets                                                  $                         3,697   $ 8,411   $19,395

</TABLE>

Income  taxes  for  NWR for the years ended December 31, 2001, 2000 and 1999 are
summarized  as:

<TABLE>
<CAPTION>

          YEARS  ENDED  DECEMBER  31,

                               2001     2000      1999
                              ------  --------  --------
(In thousands)
<S>                           <C>     <C>       <C>
State income taxes . . . . .  $(175)  $(1,064)  $  (281)
Federal income taxes . . . .   (550)   (3,349)   (1,371)
Investment tax credits . . .      -         -         -
                              ------  --------  --------
Income tax expense (benefit)  $(725)  $(4,413)  $(1,652)
                              ======  ========  ========
</TABLE>

M.  SUBSEQUENT  EVENTS

               On  March  4,  2002,  the  Vermont  Department  of Public Service
announced  its  endorsement  of  the proposed sale of the Vermont Yankee nuclear
plant to Entergy Nuclear Corp.  A Memorandum of Understanding was filed March 4,
2002 with the VPSB by Entergy, Vermont Yankee, certain owners of Vermont Yankee,
and  the  Department.
          On  March  12,  2002,  the  Company  purchased  $10.0  million  of the
Company's  7.32  percent,  Class  E,  Series  1  preferred stock outstanding for
approximately  $10.1  million.
          On March 15, 2002, the Company will redeem all of its 10 percent First
Mortgage  Bonds  due June 1, 2004.  The bonds total $5.1 million and are subject
to  annual  sinking fund requirements of $1.7 million.  The call premium will be
approximately  $0.1  million.

     N.  QUARTERLY  FINANCIAL  INFORMATION  (UNAUDITED)

          The  following  quarterly  financial  information,  in  the opinion of
management, includes all adjustments necessary to a fair statement of results of
operations  for  such periods.  Variations between quarters reflect the seasonal
nature  of  the  Company's  business  and  the  timing  of  rate  changes.

<TABLE>
<CAPTION>

                                           2001  Quarter  ended

                                                 MARCH     JUNE    SEPTEMBER    DECEMBER     TOTAL
                                                -------  --------  ----------  ----------  ---------
(Amounts in thousands except per share data)
<S>                                             <C>      <C>       <C>         <C>         <C>
Operating revenues . . . . . . . . . . . . . .  $74,796  $67,471   $   76,051  $  65,146   $283,464
Operating income . . . . . . . . . . . . . . .    4,575    4,275        4,573      3,036     16,459
Net income from continuing operations. . . . .  $ 2,914  $ 2,884   $    3,387  $   1,675   $ 10,860
Net loss from
 discontinued operations . . . . . . . . . . .        -     (150)           -        (32)      (182)
Net Income applicable to common stock. . . . .  $ 2,914  $ 2,734   $    3,387  $   1,643   $ 10,678
                                                =======  ========  ==========  ==========  =========
Basic earnings (loss) per share from:
Continuing operations. . . . . . . . . . . . .  $  0.52  $  0.52   $     0.60  $    0.29   $   1.93
Discontinued operations. . . . . . . . . . . .        -    (0.03)           -          -      (0.03)
Basic earnings per share . . . . . . . . . . .  $  0.52  $  0.49   $     0.60  $    0.29   $   1.90
                                                =======  ========  ==========  ==========  =========
Weighted average common shares outstanding . .    5,588    5,615        5,644      5,672      5,630
Diluted earnings (loss) per share from:
Continuing operations. . . . . . . . . . . . .  $  0.51  $  0.50   $     0.58  $    0.29   $   1.88
Discontinued operations. . . . . . . . . . . .        -    (0.03)           -          -      (0.03)
Diluted earnings (loss) per share: . . . . . .  $  0.51  $  0.47   $     0.58  $    0.29   $   1.85
                                                =======  ========  ==========  ==========  =========
Weighted average common and common equivalent.    5,741    5,777        5,814      5,848      5,789
shares outstanding
</TABLE>



<TABLE>
<CAPTION>
                                           2000  Quarter  ended

                                                MARCH     JUNE    SEPTEMBER    DECEMBER     TOTAL
                                               -------  --------  ----------  ----------  ---------
(Amounts in thousands except per share data)
<S>                                            <C>      <C>       <C>         <C>         <C>
Operating revenues. . . . . . . . . . . . . .  $67,712  $61,927   $   78,143  $  69,544   $277,326
Operating income (loss) . . . . . . . . . . .    4,613   (2,997)       3,271        373      5,260
Net income (loss) from continuing operations.  $ 3,449  $(4,375)  $    1,961  $  (1,340)  $   (305)
Net loss from
 discontinued operations. . . . . . . . . . .        -   (1,530)           -     (5,019)    (6,549)
Net Income (loss) applicable to common stock.  $ 3,449  $(5,905)  $    1,961  $  (6,359)  $ (6,854)
                                               =======  ========  ==========  ==========  =========
Earnings (loss) per share from:
Continuing operations . . . . . . . . . . . .  $  0.63  $ (0.80)  $     0.36  $   (0.25)  $  (0.06)
Discontinued operations . . . . . . . . . . .        -    (0.28)           -      (0.91)     (1.19)
Basic and diluted . . . . . . . . . . . . . .  $  0.63  $ (1.08)  $     0.36  $   (1.16)  $  (1.25)
                                               =======  ========  ==========  ==========  =========
Weighted average common shares outstanding. .    5,437    5,472        5,505      5,551      5,491
</TABLE>



<TABLE>
<CAPTION>
                                           1999  Quarter  ended

                                                MARCH      JUNE     SEPTEMBER    DECEMBER     TOTAL
                                               --------  --------  -----------  ----------  ---------
(Amounts in thousands except per share data)
<S>                                            <C>       <C>       <C>          <C>         <C>
Operating revenues. . . . . . . . . . . . . .  $59,018   $59,535   $   68,478   $  64,017   $251,048
Operating income. . . . . . . . . . . . . . .    3,906       977        1,412       1,651      7,946
Net income (loss) from continuing operations.  $ 3,170   $  (412)  $     (115)  $     418   $  3,061
Net loss from
 discontinued operations. . . . . . . . . . .     (522)      (81)      (4,592)     (2,084)    (7,279)
Net Income (loss) applicable to common stock.  $ 2,648   $  (493)  $   (4,707)  $  (1,666)  $ (4,218)
                                               ========  ========  ===========  ==========  =========
Earnings (loss) per share from:
Continuing operations . . . . . . . . . . . .  $  0.60   $ (0.08)  $    (0.02)  $    0.07   $   0.57
Discontinued operations . . . . . . . . . . .    (0.10)    (0.02)       (0.85)      (0.39)     (1.36)
Basic and diluted . . . . . . . . . . . . . .  $  0.50   $ (0.10)  $    (0.88)  $   (0.31)  $  (0.79)
                                               ========  ========  ===========  ==========  =========
Weighted average common shares outstanding. .    5,318     5,344        5,374       5,291      5,361
</TABLE>





REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS



To  the  Board  of  Directors  of
Green  Mountain  Power  Corporation:




We  have  audited  the accompanying consolidated balance sheets and consolidated
capitalization  data of Green Mountain Power Corporation (a Vermont corporation)
and  its  subsidiaries  as  of  December  31,  2001  and  2000,  and the related
consolidated statements of income, retained earnings, and cash flows for each of
the  three  years  in  the  period  ended  December  31,  2001.  These financial
statements  are  the  responsibility  of  the  company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audits provide a reasonable basis
for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Green Mountain Power
Corporation  and  its  subsidiaries  as  of  December 31, 2001 and 2000, and the
consolidated  results  of  its  operations  and cash flows for each of the three
years  in  the  period  ended  December  31, 2001, in conformity with accounting
principles  generally  accepted  in  the  United  States.

As  discussed  in Note A to the financial statements, effective January 1, 2001,
the  company  adopted  Statement  of  Financial  Accounting  Standards  No. 133,
"Accounting  for  Derivative  Instruments  and  Hedging Activities," as amended.




/s/  Arthur  Andersen  LLP
Boston,  Massachusetts
March  12,  2002


<TABLE>
<CAPTION>

Schedule  II
GREEN  MOUNTAIN  POWER  CORPORATION
VALUATION  AND  QUALIFYING  ACCOUNTS  AND  RESERVES
For  the  Years  Ended  December  31,  2001,  2000,  and  1999
                                                   Balance at     Additions      Additions              Balance at
                                                 Beginning of     Charged to     Charged to                 End of
                                                  Period     Cost & Expenses  Other Accounts  Deductions    Period
                                                -----------  ---------------  --------------  ----------  -----------
<S>                                             <C>          <C>              <C>             <C>         <C>
Injuries and Damages (1)
----------------------------------------------
2001 . . . . . . . . . . . . . . . . . . . . .  $13,382,713          212,555         312,229   1,842,949  $12,064,548
2000 . . . . . . . . . . . . . . . . . . . . .   10,129,130          111,667       3,193,383      51,467   13,382,713
1999 . . . . . . . . . . . . . . . . . . . . .    7,898,785          100,000       3,814,874   1,684,529   10,129,130

Bad Debt Reserve
----------------------------------------------
2001 . . . . . . . . . . . . . . . . . . . . .      425,890          150,000                                  575,890
2000 . . . . . . . . . . . . . . . . . . . . .      390,495           35,395               -           -      425,890
1999 . . . . . . . . . . . . . . . . . . . . .      400,000          261,697          12,762     283,964      390,495
(1) Includes Pine Street Barge Canal reserves
</TABLE>

REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS




We have audited, in accordance with auditing standards generally accepted in the
United  States,  the  consolidated  financial statements of Green Mountain Power
Corporation  included in this Form 10-K and have issued our report thereon dated
March  12,  2002.  Our  report included an explanatory paragraph indicating that
effective January 1, 2001, Green Mountain Power Corporation adopted Statement of
Financial  Accounting  Standards No. 133, "Accounting for Derivative Instruments
and  Hedging  Activities,"  as  amended.  Our  audit was made for the purpose of
forming  an  opinion  on  the  basic financial statements taken as a whole.  The
schedule  listed  in the accompanying index to consolidated financial statements
and  schedule  is  presented  for  purposes of complying with the Securities and
Exchange  Commission's rules and is not part of the basic consolidated financial
statements.  This schedule has been subjected to the auditing procedures applied
in the audit of the basic consolidated financial statements, and in our opinion,
fairly  states,  in all material respects, the financial data required to be set
forth  therein  in relation to the basic consolidated financial statements taken
as  a  whole.




/s/  Arthur  Andersen  LLP
Boston,  Massachusetts
March  12,  2002

74


ITEM  9.    CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS
           ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURE

     None


                                    PART III

ITEMS  10,  11,  12  AND  13

     Certain  information  regarding  executive  officers called for by Item 10,
"Directors  and  Executive  Officers  of the Registrant," is furnished under the
caption,  "Executive  Officers"  in  Item 1 of Part I of this Report.  The other
information  called  for by Item 10, as well as that called for by Items 11, 12,
and  13,  "Executive  Compensation,"  "Security  Ownership of Certain Beneficial
Owners  and  Management"  and  "Certain Relationships and Related Transactions,"
will  be  set  forth  under  the  captions  "Election  of  Directors,"  Board
Compensation,  Meetings,  Committees  and  Other  Relationships,  "Section 16(a)
Beneficial  Ownership  Reporting  Compliance," "Executive Compensation and Other
Information",  "Compensation  Committee  Report  on  Executive  Compensation",
"Pension  Plan  Information  and  Other  Benefits"  and "Securities Ownership of
Certain  Beneficial  Owners  and  Management"  in the Company's definitive proxy
statement  relating  to its annual meeting of stockholders to be held on May 16,
2002.  Such  information  is  incorporated  herein  by  reference.  Such  proxy
statement  pertains  to the election of directors and other matters.  Definitive
proxy  materials  will  be  filed  with  the  Securities and Exchange Commission
pursuant  to  Regulation  14A  in  March  2002.


                                     PART IV

ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS  ON
          FORM  8-K
Item  14(a)1.  Financial  Statements and Schedules. The financial statements and
financial  statement  schedules  of  the  Company  are  listed  on  the Index to
financial  statements  set  forth  in  Item  8  hereof.

Item  14(b)     The  following  filings on Form 8-K were filed by the Company on
the  topic  and  date  indicated:

None






The  accompanying  notes  are  an  integral part of these consolidated financial
statements.


<TABLE>
<CAPTION>

          ITEM  14(A)3  AND  ITEM  14(C).  EXHIBITS          SEC  DOCKET
               ,     INCORPORATED  BY
     EXHIBIT               REFERENCE  OR

NUMBER                              DESCRIPTION                           EXHIBIT    PAGE FILED HEREWITH
----------  -----------------------------------------------------------  ----------  --------------------
<S>         <C>                                                          <C>         <C>
3-A. . . .  RESTATED ARTICLES OF ASSOCIATION, AS CERTIFIED                      3-A  FORM 10-K 1993
            JUNE 6, 1991.                                                                        (1-8291)
3-A-1. . .  AMENDMENT TO 3-A ABOVE, DATED AS OF MAY 20, 1993.                 3-A-1  FORM 10-K 1993
                                                                                                 (1-8291)
3-A-2. . .  AMENDMENT TO 3-A ABOVE, DATED AS OF OCTOBER 11, 1996.             3-A-2  FORM 10-Q SEPT.
                                                                                            1996 (1-8291)
3-B. . . .  BY-LAWS OF THE COMPANY, AS AMENDED                                  3-B  FORM 10-K 1996
            FEBRUARY 10, 1997.                                                                   (1-8291)
4-B-1. . .  INDENTURE OF FIRST MORTGAGE AND DEED OF TRUST                       4-B              2-27300
            DATED AS OF FEBRUARY 1, 1955.
4-B-2. . .  FIRST SUPPLEMENTAL INDENTURE DATED AS OF                          4-B-2              2-75293
            APRIL 1, 1961.
4-B-3. . .  SECOND SUPPLEMENTAL INDENTURE DATED AS OF                         4-B-3              2-75293
            JANUARY 1, 1966.
4-B-4. . .  THIRD SUPPLEMENTAL INDENTURE DATED AS OF                          4-B-4              2-75293
            JULY 1, 1968.
4-B-5. . .  FOURTH SUPPLEMENTAL INDENTURE DATED AS OF                         4-B-5              2-75293
            OCTOBER 1, 1969.
4-B-6. . .  FIFTH SUPPLEMENTAL INDENTURE DATED AS OF                          4-B-6              2-75293
            DECEMBER 1, 1973.
4-B-7. . .  SEVENTH SUPPLEMENTAL INDENTURE DATED AS                           4-A-7              2-99643
            AUGUST 1, 1976.
4-B-8. . .  EIGHTH SUPPLEMENTAL INDENTURE DATED AS OF                         4-A-8              2-99643
            DECEMBER 1, 1979.
4-B-9. . .  NINTH SUPPLEMENTAL INDENTURE DATED AS OF                          4-B-9              2-99643
            JULY 15, 1985.
4-B-10 . .  TENTH SUPPLEMENTAL INDENTURE DATED AS OF                         4-B-10  FORM 10-K 1989
            JUNE 15, 1989.                                                                       (1-8291)
4-B-11 . .  ELEVENTH SUPPLEMENTAL INDENTURE DATED AS OF                      4-B-11  FORM 10-Q SEPT.
            SEPTEMBER 1, 1990.                                                              1990 (1-8291)
4-B-12 . .  TWELFTH SUPPLEMENTAL INDENTURE DATED AS OF                       4-B-12  FORM 10-K 1991
            MARCH 1, 1992.                                                                       (1-8291)
4-B-13 . .  THIRTEENTH SUPPLEMENTAL INDENTURE DATED AS OF                    4-B-13  FORM 10-K 1991
            MARCH 1, 1992.                                                                       (1-8291)
4-B-14 . .  FOURTEENTH SUPPLEMENTAL INDENTURE DATED AS OF                    4-B-14  FORM 10-K 1993
            NOVEMBER 1, 1993.                                                                    (1-8291)
4-B-15 . .  FIFTEENTH SUPPLEMENTAL INDENTURE DATED AS OF                     4-B-15  FORM 10-K 1993
            NOVEMBER 1, 1993.                                                                    (1-8291)
4-B-16 . .  SIXTEENTH SUPPLEMENTAL INDENTURE DATED AS OF                     4-B-16  FORM 10-K 1995
            DECEMBER 1, 1995.                                                                    (1-8291)
4-B-17 . .  REVISED FORM OF INDENTURE AS FILED AS AN EXHIBIT                 4-B-17  FORM 10-Q SEPT.
            TO REGISTRATION STATEMENT NO. 33-59383.                                         1995 (1-8291)
4-B-18 . .  CREDIT AGREEMENT BY AND AMONG GREEN MOUNTAIN POWER               4-B-18  FORM 10-K 1997
            THE BANK OF NOVA SCOTIA, STATE STREET BANK AND                                       (1-8291)
            TRUST COMPANY, FLEET NATIONAL BANK, AND FLEET
            NATIONAL BANK, AS AGENT
4-B-18(A).  AMENDMENT TO EXHIBIT 4-B-18                                   4-B-18(A)  FORM 10-Q SEPT.
                                                                                            1998 (1-8291)
10-A . . .  FORM OF INSURANCE POLICY ISSUED BY PACIFIC                         10-A              33-8146
            INSURANCE COMPANY, WITH RESPECT TO
            INDEMNIFICATION OF DIRECTORS AND OFFICERS.
10-B-1 . .  FIRM POWER CONTRACT DATED SEPTEMBER 16, 1958,                      13-B              2-27300
            BETWEEN THE COMPANY AND THE STATE OF VERMONT
            AND SUPPLEMENTS  THERETO DATED SEPTEMBER 19,
            1958; NOVEMBER 15, 1958;  OCTOBER 1, 1960 AND
            FEBRUARY 1, 1964.
10-B-2 . .  POWER CONTRACT, DATED FEBRUARY 1, 1968, BETWEEN THE COMPANY        13-D              2-34346
            AND VERMONT YANKEE NUCLEAR POWER CORPORATION.
10-B-3 . .  AMENDMENT, DATED JUNE 1, 1972, TO POWER CONTRACT                 13-F-1              2-49697
            BETWEEN THE COMPANY AND VERMONT YANKEE NUCLEAR
            POWER CORPORATION.
10-B-3(A).  AMENDMENT, DATED APRIL 15, 1983, TO POWER                     10-B-3(A)              33-8164
            CONTRACT BETWEEN THE COMPANY AND VERMONT
            YANKEE NUCLEAR POWER CORPORATION.
10-B-3(B).  ADDITIONAL POWER CONTRACT, DATED                              10-B-3(B)              33-8164
            FEBRUARY 1, 1984,BETWEEN THE COMPANY AND
            VERMONT YANKEE NUCLEAR POWER CORPORATION.
10-B-4 . .  CAPITAL FUNDS AGREEMENT, DATED FEBRUARY 1,                         13-E              2-34346
            1968, BETWEEN THE COMPANY AND VERMONT
            YANKEE NUCLEAR POWER CORPORATION.
10-B-5 . .  AMENDMENT, DATED MARCH 12, 1968, TO CAPITAL                        13-F              2-34346
            FUNDS AGREEMENT BETWEEN THE COMPANY AND
            VERMONT YANKEE NUCLEAR POWER CORPORATION.
10-B-6 . .  GUARANTEE AGREEMENT, DATED NOVEMBER 5, 1981, OF THE              10-B-6              2-75293
            COMPANY FOR ITS PROPORTIONATE SHARE OF THE OBLIGATIONS
            OF VERMONT YANKEE NUCLEAR POWER CORPORATION
            UNDER A $40 MILLION LOAN ARRANGEMENT.
10-B-7 . .  THREE-PARTY POWER AGREEMENT AMONG THE COMPANY,                     13-I              2-49697
            VELCO AND CENTRAL VERMONT PUBLIC SERVICE
            CORPORATION DATED NOVEMBER 21, 1969.
10-B-8 . .  AMENDMENT TO EXHIBIT 10-B-7, DATED JUNE 1, 1981.                 10-B-8              2-75293
10-B-9 . .  THREE-PARTY TRANSMISSION AGREEMENT AMONG THE                       13-J              2-49697
            COMPANY, VELCO AND CENTRAL VERMONT PUBLIC
            SERVICE CORPORATION, DATED NOVEMBER 21, 1969.
10-B-10. .  AMENDMENT TO EXHIBIT 10-B-9, DATED JUNE 1, 1981.                10-B-10              2-75293
10-B-14. .  AGREEMENT WITH CENTRAL MAINE POWER COMPANY ET                      5.16              2-52900
            AL, TO ENTER INTO JOINT OWNERSHIP OF WYMAN
            PLANT, DATED NOVEMBER 1, 1974.
10-B-15. .  NEW ENGLAND POWER POOL AGREEMENT AS AMENDED TO                      4.8              2-55385
            NOVEMBER 1, 1975.
10-B-16. .  BULK POWER TRANSMISSION CONTRACT BETWEEN THE                       13-V              2-49697
            COMPANY AND VELCO DATED JUNE 1, 1968.
10-B-17. .  AMENDMENT TO EXHIBIT 10-B-16, DATED JUNE 1, 1970.                13-V-I              2-49697
10-B-20. .  POWER SALES AGREEMENT, DATED AUGUST 2, 1976, AS                 10-B-20              33-8164
            AMENDED OCTOBER 1, 1977, AND RELATED
            TRANSMISSION AGREEMENT, WITH THE MASSACHUSETTS
            MUNICIPAL WHOLESALE ELECTRIC COMPANY.
10-B-21. .  AGREEMENT DATED OCTOBER 1, 1977, FOR JOINT OWNERSHIP,           10-B-21              33-8164
            CONSTRUCTION AND OPERATION OF THE MMWEC PHASE I
            INTERMEDIATE UNITS, DATED OCTOBER 1, 1977
10-B-28. .  CONTRACT DATED FEBRUARY 1, 1980, PROVIDING FOR                  10-B-28              33-8164
            THE SALE OF FIRM POWER AND ENERGY BY THE POWER
            AUTHORITY OF THE STATE OF NEW YORK TO THE
            VERMONT PUBLIC SERVICE BOARD.
10-B-30. .  BULK POWER PURCHASE CONTRACT DATED APRIL 7,                     10-B-32              2-75293
            1976, BETWEEN VELCO AND THE COMPANY.
10-B-33. .  AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT             10-B-33              33-8164
            DATED AS OF DECEMBER 1, 1981, PROVIDING FOR USE OF
            TRANSMISSION INTER-CONNECTION BETWEEN NEW ENGLAND
            AND HYDRO-QUEBEC.
10-B-34. .  PHASE I TRANSMISSION LINE SUPPORT AGREEMENT                     10-B-34              33-8164
            DATED AS OF DECEMBER 1, 1981, AND AMENDMENT
            NO. 1 DATED AS OF JUNE 1, 1982, BETWEEN
            VETCO AND PARTICIPATING NEW ENGLAND UTILITIES
            FOR CONSTRUCTION, USE AND SUPPORT OF VERMONT
            FACILITIES OF TRANSMISSION INTERCONNECTION
            BETWEEN NEW ENGLAND AND HYDRO-QUEBEC.
10-B-35. .  PHASE I TERMINAL FACILITY SUPPORT AGREEMENT                     10-B-35              33-8164
            DATED AS OF DECEMBER 1, 1981, AND AMENDMENT
            NO. 1 DATED AS OF JUNE 1, 1982, BETWEEN
            NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
            AND PARTICIPATING NEW ENGLAND UTILITIES FOR
            CONSTRUCTION, USE AND SUPPORT OF NEW HAMPSHIRE
            FACILITIES OF TRANSMISSION INTERCONNECTION
            BETWEEN NEW ENGLAND AND HYDRO-QUEBEC.
10-B-36. .  AGREEMENT WITH RESPECT TO USE OF QUEBEC                         10-B-36              33-8164
            INTERCONNECTION DATED AS OF DECEMBER 1, 1981,
            AMONG PARTICIPATING NEW ENGLAND UTILITIES
            FOR USE OF TRANSMISSION INTERCONNECTION
            BETWEEN NEW ENGLAND AND HYDRO-QUEBEC.
10-B-39. .  VERMONT PARTICIPATION AGREEMENT FOR QUEBEC                      10-B-39              33-8164
            INTERCONNECTION DATED AS OF JULY 15, 1982,
            BETWEEN VELCO AND PARTICIPATING VERMONT
            UTILITIES FOR ALLOCATION OF VELCO'S RIGHTS
            AND OBLIGATIONS AS A PARTICIPATING NEW
            ENGLAND UTILITY IN THE TRANSMISSION INTER-
            CONNECTION BETWEEN NEW ENGLAND AND HYDRO-QUEBEC.
10-B-40. .  VERMONT ELECTRIC TRANSMISSION COMPANY, INC.                     10-B-40              33-8164
            CAPITAL FUNDS AGREEMENT DATED AS OF JULY 15,
            1982, BETWEEN VETCO AND VELCO FOR VELCO TO PROVIDE
            CAPITAL TO VETCO FOR CONSTRUCTION OF THE VERMONT FACILITIES
            OF THE TRANSMISSION INTER-CONNECTION BETWEEN NEW
            ENGLAND AND HYDRO-QUEBEC.
10-B-41. .  VETCO CAPITAL FUNDS SUPPORT AGREEMENT DATED AS                  10-B-41              33-8164
            OF JULY 15, 1982, BETWEEN VELCO AND PARTICIPATING VERMONT
            UTILITIES FOR ALLOCATION OF VELCO'S OBLIGATION TO VETCO
            UNDER THE CAPITAL FUNDS AGREEMENT.
10-B-42. .  ENERGY BANKING AGREEMENT DATED MARCH 21, 1983,                  10-B-42              33-8164
            AMONG HYDRO-QUEBEC, VELCO, NEET AND PARTI-
            CIPATING NEW ENGLAND UTILITIES ACTING BY AND
            THROUGH THE NEPOOL MANAGEMENT COMMITTEE FOR
            TERMS OF ENERGY BANKING BETWEEN PARTICIPATING
            NEW ENGLAND UTILITIES AND HYDRO-QUEBEC.
10-B-43. .  INTERCONNECTION AGREEMENT DATED MARCH 21, 1983,                 10-B-43              33-8164
            BETWEEN HYDRO-QUBEC AND PARTICIPATING NEW
            ENGLAND UTILITIES ACTING BY AND THROUGH THE
            NEPOOL MANAGEMENT COMMITTEE FOR TERMS AND
            CONDITIONS OF ENERGY TRANSMISSION BETWEEN
            NEW ENGLAND AND HYDRO-QUEBEC.
10-B-44. .  ENERGY CONTRACT DATED MARCH 21, 1983, BETWEEN                   10-B-44              33-8164
            HYDRO-QUEBEC AND PARTICIPATING NEW ENGLAND
            UTILITIES ACTING BY AND THROUGH THE NEPOOL
            MANAGEMENT COMMITTEE FOR PURCHASE OF
            SURPLUS ENERGY FROM HYDRO-QUEBEC.
10-B-50. .  AGREEMENT FOR JOINT OWNERSHIP, CONSTRUCTION AND                 10-B-50              33-8164
            OPERATION OF THE HIGHGATE TRANSMISSION
            INTERCONNECTION, DATED AUGUST 1, 1984,
            BETWEEN CERTAIN ELECTRIC DISTRIBUTION
            COMPANIES, INCLUDING THE COMPANY.
10-B-51. .  HIGHGATE OPERATING AND MANAGEMENT AGREEMENT,                    10-B-51              33-8164
            DATED AS OF AUGUST 1, 1984, AMONG VELCO AND
            VERMONT ELECTRIC-UTILITY COMPANIES, INCLUDING
            THE COMPANY.
10-B-52. .  ALLOCATION CONTRACT FOR HYDRO-QUEBEC FIRM POWER                 10-B-52              33-8164
            DATED JULY 25, 1984, BETWEEN THE STATE OF
            VERMONT AND  VARIOUS VERMONT ELECTRIC UTILITIES,
            INCLUDING THE COMPANY.
10-B-53. .  HIGHGATE TRANSMISSION AGREEMENT DATED AS OF                     10-B-53              33-8164
            AUGUST 1, 1984, BETWEEN THE OWNERS OF THE
            PROJECT AND VARIOUS VERMONT ELECTRIC
            DISTRIBUTION COMPANIES.
10-B-61. .  AGREEMENTS ENTERED IN CONNECTION WITH PHASE II                  10-B-61              33-8164
            OF THE NEPOOL/HYDRO-QUEBEC + 450 KV HVDC
            TRANSMISSION INTERCONNECTION.
10-B-62. .  AGREEMENT BETWEEN UNITIL POWER CORP. AND THE                    10-B-62              33-8164
            COMPANY TO SELL 23 MW CAPACITY AND ENERGY FROM
            STONY BROOK INTERMEDIATE COMBINED CYCLE UNIT.
10-B-68. .  FIRM POWER AND ENERGY CONTRACT DATED DECEMBER 4,                10-B-68  FORM 10-K 1992
            1987, BETWEEN HYDRO-QUEBEC AND PARTICIPATING                                         (1-8291)
            VERMONT UTILITIES, INCLUDING THE COMPANY, FOR
            THE PURCHASE OF FIRM POWER FOR UP TO THIRTY YEARS.
10-B-69. .  FIRM POWER AGREEMENT DATED AS OF OCTOBER 26, 1987,              10-B-69  FORM 10-K 1992
            BETWEEN ONTARIO HYDRO AND VERMONT DEPARTMENT OF                                      (1-8291)
            PUBLIC SERVICE.
10-B-70. .  FIRM POWER AND ENERGY CONTRACT DATED AS OF                      10-B-70  FORM 10-K 1992
            FEBRUARY 23, 1987, BETWEEN THE VERMONT JOINT                                         (1-8291)
            OWNERS OF THE HIGHGATE FACILITIES AND HYDRO-
            QUEBEC FOR UP TO 50 MW OF CAPACITY.
10-B-70(A)  AMENDMENT TO 10-B-70.                                        10-B-70(A)  FORM 10-K 1992
                                                                                                 (1-8291)
10-B-71. .  INTERCONNECTION AGREEMENT DATED AS OF                           10-B-71  FORM 10-K 1992
            FEBRUARY 23, 1987, BETWEEN THE VERMONT JOINT                                         (1-8291)
            OWNERS OF THE HIGHGATE FACILITIES AND HYDRO-QUEBEC.
10-B-72. .  PARTICIPATION AGREEMENT DATED AS OF APRIL 1, 1988,              10-B-72  FORM 10-Q
            BETWEEN HYDRO-QUEBEC AND PARTICIPATING VERMONT                           JUNE 1988
            UTILITIES, INCLUDING THE COMPANY, IMPLEMENTING                                       (1-8291)
            THE PURCHASE OF FIRM POWER FOR UP TO 30 YEARS
            UNDER THE FIRM POWER AND ENERGY CONTRACT DATED
            DECEMBER 4, 1987 (PREVIOUSLY FILED WITH THE
            COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1987,
            EXHIBIT NUMBER 10-B-68).
10-B-72(A)  RESTATEMENT OF THE PARTICIPATION AGREEMENT FILED             10-B-72(A)  FORM 10-K 1988
            AS EXHIBIT 10-B-72 ON FORM 10-Q FOR JUNE 1988.                                       (1-8291)
10-B-77. .  FIRM POWER AND ENERGY CONTRACT DATED DECEMBER 29,               10-B-77  FORM 10-K 1988
            1988, BETWEEN HYDRO-QUEBEC AND PARTICIPATING                                         (1-8291)
            VERMONT UTILITIES, INCLUDING THE COMPANY, FOR THE
            PURCHASE OF UP TO 54 MW OF FIRM POWER AND ENERGY.
10-B-78. .  TRANSMISSION AGREEMENT DATED DECEMBER 23, 1988,                 10-B-78  FORM 10-K 1988
            BETWEEN THE COMPANY AND NIAGARA MOHAWK POWER                                         (1-8291)
            CORPORATION (NIAGARA MOHAWK), FOR NIAGARA
            MOHAWK TO PROVIDE ELECTRIC TRANSMISSION TO
            THE COMPANY FROM ROCHESTER GAS AND ELECTRIC
            AND CENTRAL HUDSON GAS AND ELECTRIC.
10-B-81. .  SALES AGREEMENT DATED MAY 24, 1989, BETWEEN                     10-B-81  FORM 10-Q
            THE TOWN OF HARDWICK, HARDWICK ELECTRIC DEPARTMENT                       JUNE 1989
            AND THE COMPANY FOR THE COMPANY TO PURCHASE                                          (1-8291)
            ALL OF THE OUTPUT OF HARDWICK'S GENERATION AND
            TRANSMISSION SOURCES AND TO PROVIDE HARDWICK
            WITH ALL-REQUIREMENTS ENERGY AND CAPACITY EXCEPT
            FOR THAT PROVIDED BY THE VERMONT DEPARTMENT OF
            PUBLIC SERVICE OR FEDERAL PREFERENCE POWER.
10-B-82. .  SALES AGREEMENT DATED JULY 14, 1989, BETWEEN                    10-B-82  FORM 10-Q
            NORTHFIELD ELECTRIC DEPARTMENT AND THE COMPANY                           JUNE 1989
            FOR THE COMPANY TO PURCHASE ALL OF THE OUTPUT                                        (1-8291)
            OF NORTHFIELD'S GENERATION AND TRANSMISSION
            SOURCES AND TO PROVIDE NORTHFIELD WITH ALL-
            REQUIREMENTS ENERGY AND CAPACITY EXCEPT FOR
            THAT PROVIDED BY THE VERMONT DEPARTMENT OF
            PUBLIC SERVICE OR FEDERAL PREFERENCE POWER.
10-B-85. .  POWER PURCHASE AND SALE AGREEMENT BETWEEN                       10-B-85  FORM 10-K 1998
            MORGAN STANLEY CAPITAL GROUP INC. AND THE                                            (1-8291)
            COMPANY
10-B-86. .  REVOLVING CREDIT AGREEMENT WITH KEYBANK                         10-B-86  FORM 10-Q SEPT.
                                                                                            2000 (1-8291)
10-B-87. .  AMENDMENT TO FLEET REVOLVING CREDIT AGREEMENT                   10-B-87  FORM 10-Q SEPT.
                                                                                            2000 (1-8291)
10-B-88. .  ENERGY EAST POWER PURCHASE OPTION AGREEMENT                     10-B-88  FORM 10-Q SEPT.
                                                                                            2000 (1-8291)
10-B-89. .  SECOND AMENDED AND RESTATED CREDIT AGREEMENT BETWEEN            10-B-89  FORM 10-K 2001
            KEYBANK NATIONAL ASSOCIATION, FLEET NATIONAL BANK, AND
            THE COMPANY DATED JUNE 20, 2001
</TABLE>

<TABLE>
<CAPTION>
          MANAGEMENT  CONTRACTS  OR  COMPENSATORY  PLANS  OR  ARRANGEMENTS
          REQUIRED  TO  BE  FILED  AS  EXHIBITS  TO  THIS  FORM  10-K

                PURSUANT TO ITEM 14(C).,                    ALL UNDER SEC DOCKET 1-8291
               ------------------------------------------------------
<C>  <S>       <C>                                                     <C>       <C>
     10-D-1B.  GREEN MOUNTAIN POWER CORPORATION SECOND AMENDED          10-D-1B  FORM 10-K 1993
               AND RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS.
     10-D-1C.  GREEN MOUNTAIN POWER CORPORATION SECOND AMENDED          10-D-1C  FORM 10-K 1993
               AND RESTATED DEFERRED COMPENSATION PLAN FOR
               OFFICERS.
     10-D-1D.  AMENDMENT NO. 93-1 TO THE AMENDED AND RESTATED           10-D-1D  FORM 10-K 1993
               DEFERRED COMPENSATION PLAN FOR OFFICERS.
     10-D-1E.  AMENDMENT NO. 94-1 TO THE AMENDED AND RESTATED           10-D-1E  FORM 10-Q
               DEFERRED COMPENSATION PLAN FOR OFFICERS.                          JUNE 1994
     10-D-2 .  GREEN MOUNTAIN POWER CORPORATION MEDICAL EXPENSE          10-D-2  FORM 10-K 1991
               REIMBURSEMENT PLAN.
     10-D-4 .  GREEN MOUNTAIN POWER CORPORATION OFFICER                  10-D-4  FORM 10-K 1991
               INSURANCE PLAN.
     10-D-4A.  GREEN MOUNTAIN POWER CORPORATION OFFICERS'               10-D-4A  FORM 10-K 1990
               INSURANCE PLAN AS AMENDED.
     10-D-8 .  GREEN MOUNTAIN POWER CORPORATION OFFICERS'                10-D-8  FORM 10-K 1990
               SUPPLEMENTAL RETIREMENT PLAN.
     10-D-15B  GREEN MOUNTAIN POWER CORPORATION COMPENSATION PROGRAM   10-D-15B  FORM 10-K 1997
               FOR OFFICERS AND KEY MANAGEMENT PERSONNEL AS AMENDED
               AUGUST 4, 1997
     10-D-15C  GREEN MOUNTAIN POWER 2000 STOCK INCENTIVE PLAN          10-D-15C  FORM 10-K 2001
     10-D-21.  SEVERANCE AGREEMENT WITH N. R. BROCK                     10-D-21  FORM 10-K 1998
     10-D-22.  SEVERANCE AGREEMENT WITH C. L. DUTTON                    10-D-22  FORM 10-K 1998
     10-D-23.  SEVERANCE AGREEMENT WITH R. J. GRIFFIN                   10-D-23  FORM 10-K 1998
     10-D-27.  SEVERANCE AGREEMENT WITH W. S. OAKES                     10-D-27  FORM 10-K 1998
     10-D-28.  SEVERANCE AGREEMENT WITH M. G. POWELL                    10-D-28  FORM 10-K 1998
     10-D-29.  SEVERANCE AGREEMENT WITH S. C. TERRY                     10-D-29  FORM 10-K 1998
     10-D-30.  SEVERANCE AGREEMENT WITH J. H. WINER                     10-D-30  FORM 10-K 1998
     10-D-31.  AMENDMENT TO SEVERANCE AGREEMENT WITH N. R. BROCK        10-D-31  FORM 10-K 2001
     10-D-32.  AMENDMENT TO SEVERANCE AGREEMENT WITH C. L. DUTTON       10-D-32  FORM 10-K 2001
     10-D-33.  AMENDMENT TO SEVERANCE AGREEMENT WITH R. J. GRIFFIN      10-D-33  FORM 10-K 2001
     10-D-34.  AMENDMENT TO SEVERANCE AGREEMENT WITH W. S. OAKES        10-D-34  FORM 10-K 2001
     10-D-35.  AMENDMENT TO SEVERANCE AGREEMENT WITH M. G. POWELL       10-D-35  FORM 10-K 2001
     10-D-36.  AMENDMENT TO SEVERANCE AGREEMENT WITH S. C. TERRY        10-D-36  FORM 10-K 2001
     21 . . .  SUBSIDIARIES OF THE REGISTRANT                                21  FORM 10-K 1996
     *23-A-1.  CONSENT OF ARTHUR ANDERSEN LLP                            23-A-1
     24 . . .  LIMITED POWER OF ATTORNEY                                     24
     99 . . .  GREEN MOUNTAIN POWER LETTER OF ASSURANCE OF AUDIT             99  FORM 10-K 2001
               QUALITY.
</TABLE>

81

                                              SEC 2001 FORM 10-K EXHIBIT 10-B-89

                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                  by and among

                        GREEN MOUNTAIN POWER CORPORATION,


                          KEYBANK NATIONAL ASSOCIATION,


                               FLEET NATIONAL BANK


                                       and


                              FLEET NATIONAL BANK,

                                    AS AGENT


                             _______________________
                             _______________________

                                   $27,000,000

                             _______________________
                             _______________________


                            Dated as of June 20, 2001


<PAGE>

1.     DEFINITIONS     87
1.1     DEFINED  TERMS     87
1.2     OTHER  DEFINITIONAL  PROVISIONS     95
2.     AMOUNT  AND  TERMS  OF  LOANS     95
2.1.     REVOLVING  CREDIT  LOANS     95
2.2.     TERM  LOANS     96
2.3.     PROCEDURE  FOR  BORROWINGS     96
2.4.     NOTES     97
2.5.     VOLUNTARY  REDUCTIONS  OF  THE  AGGREGATE REVOLVING CREDIT COMMITMENTS
98
2.6.     PREPAYMENTS  AND  PAYMENT  OF  LOANS     98
2.7.     CONVERSION  OPTIONS     99
2.8.     INTEREST  RATE  AND  PAYMENT  DATES  FOR  LOANS     100
2.9.     SUBSTITUTED  INTEREST  RATE     100
2.10.     ILLEGALITY     101
2.11.     INCREASED  COSTS     101
2.12.     INDEMNITY     102
2.13.     USE  OF  PROCEEDS     102
2.14.     CAPITAL  ADEQUACY     103
2.15.     EXTENSION  OF  REVOLVING  CREDIT  TERMINATION  DATE     103
2.16.     NOTICE  OF  COSTS:  SUBSTITUTION  OF  BANKS     104
3.     FEES;  PAYMENTS     104
3.1.     FACILITY  FEE     104
3.2     FEES  OF  THE  AGENT.     105
3.3     COMPUTATION  OF  INTEREST  AND  FEES.     105
3.4     PRO  RATA  TREATMENT  AND  APPLICATION  OF  PRINCIPAL  PAYMENTS     105
3.5.     UPFRONT  FEE.     106
4.     REPRESENTATIONS  AND  WARRANTIES.     106
4.1     SUBSIDIARY.     106
4.2.     CORPORATE  EXISTENCE  AND  POWER.     106
4.3     CORPORATE  AUTHORITY.     106
4.4     BINDING  AGREEMENT.     106
4.5.     LITIGATION     106
4.6.     NON  CONFLICTING  AGREEMENTS     106
4.7.     TAXES.     107
4.8.     FINANCIAL  STATEMENTS     107
4.9.     COMPLIANCE  WITH  APPLICABLE  LAWS     107
4.10.     GOVERNMENTAL  REGULATIONS     108
4.11.     PROPERTY     108
4.12     FEDERAL  RESERVE  REGULATIONS     108
4.13.     NO  MISREPRESENTATION.     108
4.14.     PENSION  PLANS     108
4.15.     PUBLIC  UTILITY  HOLDING  COMPANY  ACT.     108
4.16.     APPROVALS.     108
4.18.     NO  ADVERSE  CHANGE  OR  EVENT.     109
5.     CONDITIONS  OF BORROWING - FIRST BORROWING AND TERM LOAN EFFECTIVE DATE.
109
5.1.     EVIDENCE  OF  CORPORATE  ACTION.     109
5.2.     REVOLVING  CREDIT  NOTES.     109
5.4.     OPINION  OF  COUNSEL  TO  THE  COMPANY.     109
5.5.     FEES.     109
5.6.     CONSENTS,  LICENSES.     109
5.7.     PROFITABILITY.     110
5.8.     TERM  LOAN  EFFECTIVE  DATE.     110
6.     CONDITIONS  OF  BORROWING  -  ALL  BORROWINGS.     110
6.1.     COMPLIANCE.     110
6.2.     LOAN  CLOSINGS.     110
6.3.     APPROVAL  OF  COUNSEL.     111
6.4.     BORROWING  REQUEST.     111
6.5.     OTHER  DOCUMENTS.     111
7.     AFFIRMATIVE  COVENANTS.     111
7.1.     CORPORATE  EXISTENCE.     111
7.2.     TAXES.     111
7.3.     INSURANCE.     111
7.4.     PAYMENT  OF  INDEBTEDNESS  AND  PERFORMANCE  OF  OBLIGATIONS.     111
7.5.     OBSERVANCE  OF  LEGAL  REQUIREMENTS     111
7.6.     FINANCIAL  STATEMENTS  AND  OTHER  INFORMATION.     112
7.7.     INSPECTION.     113
8.     NEGATIVE  COVENANTS.     113
8.1     FUNDED  DEBT.     113
8.2.     LIENS.     114
8.3.     MERGERS  AND  CONSOLIDATIONS.     114
8.4     SALE  OF  PROPERTY.     114
8.5.     DIVIDENDS;  DISTRIBUTIONS.     114
8.6.     GUARANTIES.     114
8.7.     AMENDMENT  OF  CHARTER  OR  BY-LAWS.     115
8.8.     FUNDED  DEBT  TO  CAPITALIZATION  TEST.     115
9.     EVENTS  OF  DEFAULT.     115
10.     THE  AGENT.     117
10.1.     APPOINTMENT.     117
10.2.     DELEGATION  OF  DUTIES,  ETC.     117
10.3.     INDEMNIFICATION.     117
10.4.     EXCULPATORY  PROVISIONS.     118
10.5.     AGENT  IN  ITS  INDIVIDUAL  CAPACITY.     118
10.6.     KNOWLEDGE  OF  DEFAULT.     118
10.7.     RESIGNATION  OF  AGENT.     118
10.8.     REQUESTS  TO  THE  AGENT.     119
11.     NOTICES.     119
11.1.     MANNER  OF  DELIVERY.     119
11.2.     DISTRIBUTION  OF  COPIES.     121
11.3.     NOTICES  BY  THE  AGENT  OR  A  BANK.     121
12.     RIGHT  OF  SET-OFF.     121
13.     AMENDMENTS  WAIVERS  AND  CONSENTS.     121
14.     OTHER  PROVISIONS.     122
14.1.     NO  WAIVER  OF  RIGHTS  BY  THE  BANKS.     122
14.2.     HEADINGS;  PLURALS.     122
14.3.     COUNTERPARTS.     122
14.4.     SEVERABILITY.     122
14.5.     INTEGRATION.     122
14.6.     SALES  AND  PARTICIPATIONS IN LOANS AND NOTES, SUCCESSORS AND ASSIGNS,
SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.     123
14.7.     APPLICABLE  LAW.     124
14.8.     INTEREST.     124
14.9.     ACCOUNTING  TERMS  AND  PRINCIPLES.     124
14.10.     WAIVER  OF  TRIAL  BY  JURY.     124
14.11.     CONSENT  TO  JURISDICTION.     124
14.12.     SERVICE  OF  PROCESS.     125
14.13.     NO  LIMITATION  ON  SERVICE  OR  SUIT     125
15.      OTHER  OBLIGATIONS  OF  THE  COMPANY.     125
15.1.     TAXES  AND  FEES.     125
15.2.     EXPENSES.     125
15.3.     LOST  NOTES.     125
16.     EFFECTIVE  DATE.     126
EXHIBIT  A     ERROR!  BOOKMARK  NOT  DEFINED.
COMMITMENTS     ERROR!  BOOKMARK  NOT  DEFINED.
EXHIBIT  B     ERROR!  BOOKMARK  NOT  DEFINED.
SCHEDULE  I     ERROR!  BOOKMARK  NOT  DEFINED.
SCHEDULE  II     ERROR!  BOOKMARK  NOT  DEFINED.
EXHIBIT  C     ERROR!  BOOKMARK  NOT  DEFINED.
FORM  OF  BORROWING  REQUEST     ERROR!  BOOKMARK  NOT  DEFINED.
EXHIBIT  D-1     ERROR!  BOOKMARK  NOT  DEFINED.
FORM  OF  REVOLVING  CREDIT  NOTES     ERROR!  BOOKMARK  NOT  DEFINED.
GRID     ERROR!  BOOKMARK  NOT  DEFINED.
REVOLVING  CREDIT  NOTE     ERROR!  BOOKMARK  NOT  DEFINED.
EXHIBIT  D-1     ERROR!  BOOKMARK  NOT  DEFINED.
FORM  OF  TERM  LOAN  NOTES     ERROR!  BOOKMARK  NOT  DEFINED.
EXHIBIT  E     ERROR!  BOOKMARK  NOT  DEFINED.
FORM  OF  CONVERSION/CONTINUATION  REQUEST     ERROR!  BOOKMARK  NOT  DEFINED.
EXHIBIT  F     ERROR!  BOOKMARK  NOT  DEFINED.
SUBSIDIARIES     ERROR!  BOOKMARK  NOT  DEFINED.
EXHIBIT  G-1     ERROR!  BOOKMARK  NOT  DEFINED.
FORM  OF  OPINION  OF  COUNSEL  TO  COMPANY     ERROR!  BOOKMARK  NOT DEFINED.
EXHIBIT  G-2     ERROR!  BOOKMARK  NOT  DEFINED.
FORM OF OPINION OF COUNSEL TO COMPANY (FOR TERM LOAN EFFECTIVE DATE)     ERROR!
BOOKMARK  NOT  DEFINED.

<PAGE>


                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
     This  SECOND  AMENDED  AND  RESTATED CREDIT AGREEMENT, dated as of June 20,
2001,  among  GREEN  MOUNTAIN  POWER  CORPORATION,  a  Vermont  corporation (the
"Company"),  the  Signatory  Banks hereto (each, a "Bank" and, collectively, the
"Banks"),  and  FLEET  NATIONAL  BANK, as agent hereunder (in such capacity, the
"Agent")  amends  and  restates  in its entirety the Amended and Restated Credit
Agreement  dated  of  August  17,  1998  (the  "Credit  Agreement").
The  Company  has  requested  that  the Banks agree to certain amendments to the
Credit  Agreement and, subject to the terms and provisions hereof, the Banks are
willing  to so amend the Credit Agreement and to restate the Credit Agreement in
its  entirety,  as  follows:
1.     DEFINITIONS1.     DEFINITIONS.
--     -----------
1.1.     DEFINED  TERMS1.1     DEFINED  TERMS.  As used in this Agreement, terms
----     --------------
defined  in  the  paragraphs  above have the meanings therein indicated, and the
following  terms  have  the  following  meaning:
     "Accountants"  Arthur  Andersen LLP, or such other firm of certified public
      -----------
accountants  of  recognized  national  standing  selected  by  the  Company.
     "Affected  Loan":  as  defined  in  paragraph  2.9.
      --------------
     "Affected  Principal Amount":  (i) in the event that the Company shall fail
      --------------------------
for  any  reason  to borrow a Loan constituting a LIBOR Loan after it shall have
delivered  a  Borrowing  Request  to the Agent, an amount equal to the principal
amount  of  such  LIBOR Loan; (ii) in the event that the right of the Company to
have  a  LIBOR  Loan outstanding hereunder shall be suspended or shall terminate
for  any reason prior to the last day of the Interest Period applicable thereto,
an  amount  equal  to  the principal amount of such LIBOR Loan; and (iii) in the
event  that  the  Company shall prepay or repay all or any part of the principal
amount  of  a LIBOR Loan prior to the last day of the Interest Period applicable
thereto,  an  amount  equal  to  the  principal  amount  so  prepaid  or repaid.
"Affiliate":  a  Person  that  directly  or  indirectly,  or through one or more
 ---------
intermediaries,  controls  or  is  controlled by or is under common control with
 ----
another Person.  The term "control" means possession, directly or indirectly, of
 --
the  power  to direct or cause the direction of the management and policies of a
Person,  whether  through  the  ownership  of  voting securities, by contract or
otherwise.
     "Agent's  Fees":  as  defined  in  paragraph  3.2.
      -------------
     "Aggregate  Commitments":  the  sum of the Commitments set forth in Exhibit
      ----------------------                                             -------
Aas  the  same  may  be  reduced  (through  reductions  in  the Revolving Credit
Commitment  portion  thereof)  pursuant  to  paragraph  2.5.
"Aggregate  Revolving  Credit  Commitments":  the  sum  of  the Revolving Credit
 -----------------------------------------
Commitments  set  forth  in  Exhibit  Aas  the  same  may be reduced pursuant to
 ----                        ----------
paragraph  2.5.
 ----
"Aggregate  Term  Loan  Commitments":  the  sum of the Term Loan Commitments set
 ----------------------------------
forth  in  Exhibit  A.
 --        ----------
"Agreement":  this  Second Amended and Restated Credit Agreement, as same may be
 ---------
amended,  supplemented  or  otherwise  modified  from  time  to  time.
"Alternate  Base  Rate":  the higher of (a) the annual rate of interest publicly
 ---------------------
announced  from  time  to  time  by  the Agent at the Agent's head office as its
"prime  rate"  and  (b)  one-half  of  one  percent ( %) above the Federal Funds
Effective  Rate.
"Alternate  Base  Rate  Loans":  Loans  (or any portion thereof) at such time as
 ----------------------------
they  (or  such portions) are made or are being maintained at a rate of interest
 --
based  upon  the  Alternate  Base  Rate.
"Applicable  Lending  Office":  as  to  any  Bank,  such Bank's Domestic Lending
 ---------------------------
Office  or  LIBOR  Lending  Office,  as  the  case  may  be.
 ----
"Applicable  Margin":  with  respect  to  LIBOR  Loans: (i) for Revolving Credit
 ------------------
Loans,  the  additional  rate  per  annum  to  be  added to LIBOR, determined by
 ---
reference  to  Schedule  I on Exhibit B hereto based upon the Debt Rating of the
 ---
Company;  provided that if the Company has no Debt Rating, the Applicable Margin
 -
shall  be the highest rate per annum (i.e., Pricing Level IV) applicable to such
Loans  during  the relevant period; and (ii) for Term Loans, the additional rate
per  annum  equal  to  one and one-quarter percent (1.25%) to be added to LIBOR.
"Authorized  Signatory":  the  president, any vice president, the treasurer, the
 ---------------------
secretary,  or  any  other  duly authorized officer of the Company acceptable to
Agent.
"Bank"  or  "Banks":  the signatory Banks to this Credit Agreement and any other
 -----------------
bank  or  lender  that  becomes  a  signatory hereto pursuant to paragraph 14.6.
"Borrowing":  a  Borrowing of additional principal amounts pursuant to paragraph
 ---------
2.3  consisting  of  simultaneous  Loans  of  the  same  Type made by each Bank.
"Borrowing  Request":  as  defined  in  paragraph  2.3.
 ------------------
"Borrowing  Date":  any date specified in a Borrowing Request delivered pursuant
 ---------------
to paragraph 2.3 as a date on which the Company requests the Banks to make Loans
hereunder.
"Business  Day":  for all purposes other than as set forth in clause (ii) below,
 -------------
(i) any day other than a Saturday, Sunday or other day on which commercial banks
located  in  New  York City or Boston are authorized or required by law or other
governmental  actions  to  close  and  (ii)  with  respect  to  all  notices and
determinations  in  connection  with,  and payments of principal and interest on
LIBOR  Loans,  any  day  other  than  a  Saturday, Sunday, or other day on which
commercial  banks  located in New York City or Boston are authorized or required
to  close under the laws applicable to commercial banks located in New York City
or  Boston  and,  if  the  applicable day relates to a LIBOR Loan or an interest
period  for  a LIBOR Loan, the day on which dealings in dollar deposits are also
carried  on  in  the  London interbank market and banks are open for business in
London.
"Code":  the Internal Revenue Code of 1986, as the same may be amended from time
 ----
to  time,  or  any  successor  thereto,  and  the  rules  and regulations issued
hereunder,  as  from  time  to  time  in  effect.
"Commitment":  in  respect of any Bank, such Bank's undertaking to make Loans to
 ----------
the  Company,  subject  to  the  terms  and  conditions  hereof, in an aggregate
outstanding  principal  amount  equal  to but not exceeding the amount set forth
next  to the name of such Bank on Exhibit Aunder the heading "Total Commitment",
                                  ---------
as  the  same  may  be  reduced  (through  reductions  in  the  Revolving Credit
Commitment  portion  thereof)  pursuant  to  paragraph  2.5.
     "Commitment Percentage":  as to any Bank, the percentage set forth opposite
      ---------------------
the  name  of  such Bank on Exhibit A under the heading "Commitment Percentage".
                            ---------
     "Commonly  Controlled  Entity":  an  entity,  whether  or not incorporated,
      ----------------------------
which  is  under  common  control with the Company within the meaning of Section
414(b)  or  414(c)  of  the  Code.
"Consolidated":  the  Company  and  its  Subsidiaries  taken  as  a  whole.
 ------------
"Consolidated Net Worth": the means the aggregate of the capital stock and other
 ----------------------
equity  accounts  (including,  without limitation, retained earnings and paid-in
capital)  of  the  Consolidated  Company.
"Conversion/Continuation  Request":  as  defined  in  paragraph  2.7.
 --------------------------------
"Conversion  Date":  the date on which a Loan of one Type is converted to a Loan
 ----------------
of  another  Type  or  continued  as  a  Loan  of  the  same  Type.
"Debt  Rating":  the  public  debt  rating of the Company's First Mortgage Bonds
 ------------
according  to Standard & Poor's Corporation or Moody's Investor Service.  In the
 --
event  of a split rating, the lower of the two ratings will apply.  In the event
that  neither  Standard & Poor's Corporation nor Moody's Investor Service have a
public  debt rating for the Company, the Company shall be deemed to have no Debt
Rating.
"Designated  Documents": the Company's annual report on Form 10-K for the fiscal
 ---------------------
year ending December 31, 2000, the Company's filing of Form 8-K dated January 5,
2001,  the  Company's  filing  of Form 8-K dated January 23, 2001, the Company's
filing  of  Form  8-K  dated  January 26, 2001, the Company's filing of Form 8-K
dated  March  6,  2001,  the  Company's quarterly report on form 10-Q for fiscal
quarter  ending March 31, 2001, the Company's filing of Form 8-K dated April 25,
2001  and  the  Company's  filing  of  Form  8-K  dated  May  2,  2001.
"Dollars"  and "$":  dollars in lawful currency of the United States of America.
 -------
"Domestic  Lending  Office":  as  to any Bank, initially the office of such Bank
 -------------------------
designated  as  such  on  the  signature  page hereof, and thereafter such other
 -
office in the United States as reported by such Bank to the Agent, that shall be
 -
making  or  maintaining  Alternate  Base  Rate  Loans.
"Effective  Date":  as  defined  in  paragraph  16.
 ---------------
"End Date": (i) with respect to the Revolving Credit Loans, the Revolving Credit
 --------
Termination  Date;  and  (ii)  with  respect  to  the  Term Loans, the Term Loan
Maturity  Date.
"Environmental  Law":  Any  and  all federal, state, local and foreign statutes,
 ------------------
laws,  regulations,  ordinances,  rules,  judgments,  orders,  decrees, permits,
 -
concessions,  grants,  franchises,  licenses,  agreements  or other governmental
 -
restrictions  relating  to the environment (but not including zoning and similar
 -
land  use  laws  and  regulations  which  have no Material Adverse Effect on the
Company)  or  to  emissions,  discharges,  releases  or  threatened  releases of
pollutants,  contaminants,  chemicals,  or  industrial,  toxic  or  hazardous
substances  or  wastes  into  the  environment,  including,  without limitation,
ambient  air,  surface water, ground water or land, or otherwise relating to the
manufacture,  processing,  distribution,  use,  treatment,  storage,  disposal,
transport  or  handling  of  pollutants,  contaminants, chemicals or industrial,
toxic  or  hazardous  substances  or  wastes.
"Environmental  Notice":  any summons, citation, directive, information request,
 ---------------------
notice  of  potential  responsibility, notice of violation or deficiency, order,
claim,  complaint,  investigation,  proceeding,  judgment,  letter  or  other
communication,  written  or  oral,  actual or threatened, from the United States
Environmental  Protection  Agency  or  other  federal,  state or local agency or
authority,  or any other entity or individual, public or private, concerning any
intentional  or  unintentional  act  or  omission  which  involves management of
hazardous  substances  or  wastes  on or off any property owned or leased by the
Company  or  any  Subsidiary  or Affiliate of the Company; the imposition of any
Lien  on  such  property;  and  any alleged violation of or responsibility under
Environmental  Laws.
     "ERISA":  the  Employee  Retirement Income Security Act of 1974, as amended
      -----
from time to time, and the rules and regulations issued thereunder, as from time
to  time  in  effect.
"Event  of  Default":  any of the events specified in paragraph 9, provided that
 ------------------
any  requirement  for the giving of notice, the lapse of time, or both, has been
satisfied.
"Federal  Funds Effective Rate":  for any day, the weighted average of the rates
 -----------------------------
on  overnight  federal  funds  transactions  with members of the Federal Reserve
System arranged by federal funds brokers on such day, as published for the prior
day  by  the  Federal  Reserve  Bank  of  Boston.
"First  Mortgage Bonds":  the Company's First Mortgage Bonds as set forth in the
 ---------------------
Company's  1997  Form  10-K  filed  on  March  27,  1998 with the Securities and
Exchange  Commission.
     "FNB":  Fleet  National  Bank,  a  national  banking  association.
      ---
"Facility  Fee":  as  defined  in  paragraph  3.1.
 --------------
"Financial  Statements":  as  defined  in  paragraph  4.8.
 ---------------------
"Funded  Debt":  all  obligations  of the Company evidenced by bonds (including,
 ------------
without  limitation,  the  First  Mortgage  Bonds),  debentures,  notes or other
 -
similar  instruments  (including, without limitation, preferred stock not issued
 -
and  outstanding  as  of  the date hereof that has maturities within the term of
this  Agreement)  and  all  other  evidences  of  indebtedness  of  the  Company
(including,  without  limitation,  Short-Term  Funded  Debt),  and  any  other
instrument  or  arrangement  which  would be treated as indebtedness under GAAP,
including,  without  limitation,  capitalized  leases  but  excluding  trade
obligations  and  normal  accruals,  including accounts payable, in the ordinary
course of business not yet due and payable, or with respect to which the Company
is  contesting  in  good  faith  the  amount  or validity thereof by appropriate
proceedings  and  then  only to the extent that the Company has set aside on its
books  adequate  reserves therefor in accordance with GAAP and such contest does
not  have  a  Material  Adverse  Effect.
     "GAAP":  generally  accepted  accounting  principles  from  time  to  time
      ----
followed  by  companies  engaged  in  a business similar to that of the Company,
      -
except  as  otherwise required by any applicable rules, regulations or orders of
the  VPSB,  or  other  public  regulatory authority having jurisdiction over the
accounts  of  the  Company; provided that the Company may at any time contest or
controvert  in  good  faith  the validity or applicability to the Company of any
such  rule,  regulation or order; and provided, further, that the federal income
tax  liability  of  the  Company  may  be computed as if the Company were filing
separate  returns notwithstanding the fact that it may file consolidated returns
as  part  of  an  affiliated  group.
"Governmental  Body":  any  nation  or  government, any state or other political
 ------------------
subdivision  thereof,  any  entity  exercising executive, legislative, judicial,
 --
regulatory,  or  administrative functions, of, or pertaining to, government, and
 --
any  court  or  arbitrator.
"Interest  Payment  Date":  (a) as to any Alternate Base Rate Loan, the last day
 -----------------------
of  each March, June, September and December commencing on the first such day to
occur  after  such  Loan  is made or any LIBOR Loan is converted to an Alternate
Base  Rate Loan, and the date each Alternate Base Rate Loan is paid in full, (b)
as  to  any  LIBOR Loan in respect of which the Company has selected an Interest
Period  of  one,  two or three months, the last day of such Interest Period, and
(c)  as  to any LIBOR Loan having an Interest Period of six months, the last day
and,  in  addition,  the  numerically  corresponding  day  (or,  if  there is no
numerically corresponding day, the last day) in the calendar month that is three
months  after  the  first  day,  of  such  Interest  Period.
     "Interest  Period":
      ----------------
(a)     with  respect  to  any  LIBOR  Loan  comprising  the  same  Borrowing:
     (i)     initially,  the  period  commencing  on,  as  the  case may be, the
Borrowing  Date or a Conversion Date with respect to such LIBOR Loan, and ending
one,  two,  three  or  six  months thereafter, as selected by the Company in its
irrevocable  Borrowing  Request  as provided in paragraph 2.3 or its irrevocable
Conversion/Continuation  Request  as  provided  in  paragraph  2.7;  and
(ii)     thereafter,  each  period  commencing  on,  as  the  case  may  be, the
Borrowing  Date  or a Conversion Date with respect to such LIBOR Loan and ending
one,  two,  three  or  six  months thereafter, as selected by the Company in its
irrevocable  notice  of  conversion  as  provided  in  paragraph  2.7;  and
     (b)     [Reserved]
(c)     All  of  the foregoing provisions relating to Interest Periods set forth
in  paragraph  (a)  above  are  subject  to  the  following:
     (i)     if  any  Interest  Period pertaining to a LIBOR Loan comprising the
same  Borrowing  would  otherwise end on a day which is not a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless the
result  of  such  extension  would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the immediately
preceding  Business  Day;
(ii)     if,  with respect to the conversion of any Loan, the Company shall fail
to  give  due notice as provided in paragraph 2.7 for such Loan, such Loan shall
be automatically converted to an Alternate Base Rate Loan upon the expiration of
the  Interest  Period  with  respect  thereto;
(iii)     any Interest Period pertaining to a LIBOR Loan that begins on the last
Business  Day of a calendar month (or on a day for which there is no numerically
corresponding  day  in  the  calendar  month at the end of such Interest Period)
shall  end  on  the  last  Business  Day  of  a  calendar  month;
(iv)     the Company shall select Interest Periods relating to LIBOR Loans so as
not  to have more than twelve different Interest Periods relating to LIBOR Loans
outstanding  at  any  one  time;  and
(v)     the Company shall select Interest Periods pertaining to LIBOR Loans such
that, on the date the mandatory repayment is required to be made under paragraph
2.6(b),  the  outstanding  principal amount of all Alternate Base Rate Loans and
LIBOR Loans with Interest Periods ending on the date of such payment shall equal
the  aggregate principal amount of the Loans required to be repaid on such date.
     "KeyBank  Certificate  of  Deposit":  the  certificate of deposit issued by
      ---------------------------------
KeyBank  National  Association,  in an amount not to exceed $15,150,000, for the
benefit  of  the  Company,  which  the  Company  has pledged to KeyBank National
Association  to  secure  its  obligations  under  the  KeyBank  Credit Facility.
"KeyBank  Credit  Facility":  the  credit facility, in a principal amount not to
 -------------------------
exceed  $15,000,000, in effect pursuant to that certain Revolving Line of Credit
 -
Agreement  dated as of September 20, 2000, between KeyBank National Association,
or  its  successors  and  assigns,  and  the  Company.
     "LIBOR":  as applicable to any LIBOR Loan, the rate per annum as determined
      -----
on  the basis of the offered rates for deposits in U.S. Dollars, for a period of
time  comparable to the Interest Period for such LIBOR Loan which appears on the
Telerate  page  3750  as  of  11:00  a.m. London time on the day that is two (2)
Business  Days  (as  such definition relates to LIBOR Loans) preceding the first
day  of such LIBOR Loan; provided, however, if the rate described above does not
                         -----------------
appear  on  the  Telerate  System on any applicable interest determination date,
LIBOR  shall  be  the  rate  (rounded  upward,  if necessary, to the nearest one
hundred-thousandth  of  a  percentage  point),  determined  on  the basis of the
offered  rates  for  deposits in U.S. dollars for a period of time comparable to
the Interest Period for such LIBOR Loan which are offered by four major banks in
the  London interbank market at approximately 11:00 a.m. London time, on the day
that  is  two  (2)  Business  Days  (as  such definition relates to LIBOR Loans)
preceding  the  first day of such LIBOR Loan as selected by Agent. The principal
London  office  of  each  of  the  four  major London banks will be requested to
provide  a  quotation  of  its U.S. Dollar deposit offered rate. If at least two
such quotations are provided, the rate for that date will be the arithmetic mean
of  the  quotations. If fewer than two quotations are provided as requested, the
rate for that date will be determined on the basis of the rates quoted for loans
in  U.S.  dollars  to  leading European banks for a period of time comparable to
Interest  Period  for such LIBOR Loan offered by major banks in New York City at
approximately  11:00  a.m.  New  York  City  time,  on  the  day that is two (2)
Business  Days  (as  such definition relates to LIBOR Loans) preceding the first
day  of  such  LIBOR  Loan. In the event that Agent is unable to obtain any such
quotation  as  provided  above, it will be deemed that LIBOR pursuant to a LIBOR
Loan  cannot  be  determined.  In  the  event that the Board of Governors of the
Federal Reserve System shall impose a Reserve Percentage (as defined below) with
respect to LIBOR deposits of member banks of the Federal Reserve System then for
any  period  during  which  such  Reserve Percentage shall apply, LIBOR shall be
equal  to  the amount determined above divided by an amount equal to 1 minus the
Reserve  Percentage.  "Reserve  Percentage"  shall  mean  the  maximum aggregate
reserve  requirement  (including  all  basic,  supplemental,  marginal and other
reserves) which is imposed on member banks of the Federal Reserve System against
"Euro-currency  Liabilities"  as  defined  in  Regulation  D.
     "LIBOR  Lending Office":  as to any Bank, initially the office of such Bank
      ---------------------
designated  as  such  on  the  signature  page hereof, and thereafter such other
office  as  reported  by  such  Bank  to  the  Agent,  that  shall  be making or
maintaining  LIBOR  Loans.
"LIBOR  Loan":  Loans  (or  any  portions thereof) at such time as they (or such
 -----------
portions)  are  made or being maintained at a rate of interest based upon LIBOR.
 ---
"Lien":  any  mortgage,  pledge, hypothecation, assignment, deposit arrangement,
 ----
encumbrance,  lien  (statutory  or  other),  or  preference,  priority  or other
security  agreement  or  security  interest  of  any  kind  or nature whatsoever
(including,  without  limitation,  any conditional sale or other title retention
agreement,  any financing lease having substantially the same economic effect as
any  of  the  foregoing,  and  the  filing  of any financing statement under the
Uniform  Commercial  Code  or  comparable  law  of  any  jurisdiction).
"Loan Documents":  collectively, this Agreement, the Notes, and any document and
 --------------
instrument  executed  and/or  delivered  in  connection  herewith  or therewith.
     "Loans":  collectively,  Revolving  Credit  Loans  and  Term  Loans.
      -----
     "Majority  Banks":  either: (a) at any time when there are fewer than three
      ---------------
(3)  Banks  party hereto, (i) at any time prior to the termination or expiration
of  the Commitments, Banks having at least 100% of the Aggregate Commitments; or
(ii) at any time upon or after the termination or expiration of the Commitments,
Banks  holding  at  least 100% of the outstanding Loans; or (b) at any time when
there  are  three  (3)  or more Banks party hereto, (i) at any time prior to the
termination  or  expiration of the Commitments, Banks having at least 66 2/3% of
the  Aggregate Commitments; or (ii) at any time upon or after the termination or
expiration  of  the  Commitments,  Banks  holding  at  least  66  2/3%  of  the
outstanding  Loans.
"Material  Adverse  Change":  a material adverse change in the business, assets,
 -------------------------
liabilities,  condition  (financial  or  otherwise),  results  of  operations or
business  prospects  of  (a) the Company or (b) the Company and its Subsidiaries
"taken  as  a  whole"  which  would reasonably be expected to render the Company
unable  to perform its obligations under the Loan Documents.  The term "Material
Adverse  Change"  shall  include,  without  limitation,  any  change in any law,
regulation,  treaty or directive or in the interpretation or application thereof
by  any Governmental Body, charged with the administration thereof or compliance
by  the  Company  with  any request or directive from any Governmental Body, the
result  of  which  would  have  a  Material  Adverse Effect.  The term "Material
Adverse  Change"  shall  also  include,  without  limitation,  the occurrence or
failure  to  occur  of  any  event,  which  occurrence or failure to occur has a
Material  Adverse  Effect  with  respect  to  the  Company.
"Material  Adverse  Effect":  (a) with respect to any Person (including, without
 --------------------------
limitation,  the  Company),  any  materially  adverse  effect  on  such Person's
business,  assets,  liabilities,  condition (financial or otherwise), results of
operations  or business prospects, (b) with respect to a group of Persons "taken
as  a  whole" (including, without limitation, the Company and its Subsidiaries),
any  materially  adverse  effect on such Persons' business, assets, liabilities,
financial  conditions,  results  of  operations or business prospects taken as a
whole  on,  where appropriate, a consolidated basis in accordance with GAAP, and
(c)  with  respect  to  any  Loan  Document,  any adverse effect, WHETHER OR NOT
MATERIAL  on  the  binding  nature,  validity  or  enforceability  thereof as an
obligation  of  the  Company.
"Multiemployer  Plan":  a  Plan  which  is  a  multiemployer  plan as defined in
 -------------------
Section  4001  (a)(3)  of  ERISA.
 -----
     "Non-Consenting  Bank":  as  defined  in  paragraph  2.15.
      --------------------
"Notes":  as  defined  in  paragraph  2.4.
 -----
     "PBGC":  the  Pension  Benefit Guaranty Corporation established pursuant to
      ----
Subtitle  A  of  Title  IV  of  ERISA,  or any Government Body succeeding to the
functions  thereof.
 "Person":  an  individual, partnership, corporation, limited liability company,
  ------
limited  liability  partnership,  business  trust,  joint  stock company, trust,
unincorporated association, joint venture, Governmental Body or any other entity
of  whatever  nature.
"Plan":  any  pension  plan which is covered by Title IV of ERISA and in respect
 ----
of which the Company or a Commonly Controlled Entity is an "employer" as defined
in  Section  3(5)  of  ERISA.
     "Property":  all  types  of  real,  personal, tangible, intangible or mixed
      --------
property.
     "Regulation  D":  Regulation  D  of  the  Board of Governors of the Federal
      -------------
Reserve  System,  as  amended  from  time  to  time.
     "Replacement  Bank":  as  defined  in  paragraph  2.15.
     ------------------
     "Reportable Event":  any event described in Section 4043(b) of ERISA, other
      ----------------
than  an  event  with  respect  to  which the 30-day notice requirement has been
waived.
     "Revolving  Credit  Commitment":  in  respect  of  any  Bank,  such  Bank's
      -----------------------------
undertaking  to make Revolving Credit Loans to the Company, subject to the terms
      -
and conditions hereof, in an aggregate outstanding principal amount equal to but
not  exceeding  the  amount  set  forth next to the name of such Bank on Exhibit
                                                                         -------
Aunder  the  heading  "Revolving  Credit Commitment", as the same may be reduced
pursuant  to  paragraph  2.5.
"Revolving  Credit  Commitment  Percentage":  as to any Bank, the percentage set
 -----------------------------------------
forth  opposite  the  name of such Bank on ExhibitA under the heading "Revolving
 -                                         -------
Credit  Commitment  Percentage".
 -
"Revolving  Credit  Loans":  Loans  made  pursuant  to  paragraph  2.1.
 ------------------------
"Revolving  Credit  Notes":  as  defined  in  paragraph  2.4.
 ------------------------
"Revolving  Credit  Termination  Date":  June  19,  2002  or any date subsequent
 ------------------------------------
thereto  resulting  from  an  extension of the Revolving Credit Termination Date
 ----
pursuant  to  paragraph  2.15.
 --
"Short-Term  Funded  Debt":  debt  with  initial maturities of less than one (1)
 ------------------------
year.
 --
"Special  Counsel":  Brown,  Rudnick,  Freed  & Gesmer, P.C., or such other firm
 ----------------
selected  by  the  Agent.
 --
     "Subsidiary":  any corporation a majority of the voting shares of which are
      ----------
at  the  time owned by the Company or by other subsidiaries of the Company or by
the  Company  and  other  subsidiaries  of  the  Company.
"Taxes":  any  present  or future income, stamp or other taxes, levies, imposts,
 -----
duties,  fees, assessments, deductions, withholdings, or other like charges, now
or  hereafter  imposed,  levied,  collected,  withheld,  or  assessed  by  any
Governmental  Body.
"Term  Loans":  Loans  made  pursuant  to  paragraph  2.2.
 -----------
"Term Loan Commitment":  in respect of any Bank, such Bank's undertaking to make
 --------------------
Term  Loans  to  the  Company, subject to the terms and conditions hereof, in an
aggregate outstanding principal amount equal to but not exceeding the amount set
forth  next  to  the  name of such Bank on Exhibit Aunder the heading "Term Loan
                                           ---------
Commitment".
"Term  Loan  Commitment  Percentage":  as  to any Bank, the percentage set forth
 ----------------------------------
opposite  the  name  of  such  Bank  on  ExhibitA  under  the heading "Term Loan
 --                                      -------
Commitment  Percentage".
 --
"Term Loan Effective Date": as defined in paragraph 5.8.  Under no circumstances
 ------------------------
may  the  Term  Loan  Effective  Date  be  later  than  October  12,  2001.
"Term  Loan  Maturity  Date":  the  date  that  is two years after the Term Loan
 --------------------------
Effective  Date.
 -----
"Term  Loan  Notes":  as  defined  in  paragraph  2.4.
 -----------------
"Total  Capitalization":  the  sum  of  (a) all Consolidated  Net Worth plus (b)
 ---------------------
Funded  Debt.
 --
"Type":  Loans  made  hereunder  as Alternate Base Rate Loans or LIBOR Loans, as
 ----
the  case  may  be.
 -
"Usage  Fee":  as  defined  in  paragraph  2.8(b).
 ----------
     "VPSB":  the  Vermont  Public  Service  Board.
      ----
1.2.     OTHER  DEFINITIONAL  PROVISIONS1.2     OTHER  DEFINITIONAL  PROVISIONS.
----     -------------------------------
(a)     All  terms  defined in this Agreement shall have the meanings given such
terms  herein  when  used  in any certificate, opinion or other document made or
delivered  pursuant  hereto  or  thereto, unless otherwise defined therein.  All
terms  defined in this Agreement and not defined in paragraph 1.1 shall have the
respective  meanings  given  them  in  the  text  of  this  Agreement.
(b)     As  used  herein  and  in  any  certificate  or  other  document made or
delivered  pursuant  hereto or thereto, accounting terms relating to the Company
not  defined  in paragraph 1.1, and accounting terms partly defined in paragraph
1.1, to the extent not defined, shall have the respective meanings given to them
under  GAAP.
(c)     The  words  "hereof",  "herein",  "hereto"  and "hereunder" and words of
similar  import  when  used in this Agreement shall refer to this Agreement as a
whole  and  not  to  any  particular provision of this Agreement, and paragraph,
schedule  and  exhibit  references,  contained  herein shall refer to paragraphs
hereof  or  schedules  or  exhibits  hereto  unless otherwise expressly provided
herein.  The  word  "or"  shall  not  be  exclusive.
2.     AMOUNT  AND  TERMS  OF  LOANS2.     AMOUNT  AND  TERMS  OF  LOANS.
--     -----------------------------
2.1.     REVOLVING  CREDIT  LOANS2.1.     REVOLVING  CREDIT  LOANS.
----     ------------------------
(a)     Subject  to  the  terms  and  conditions  of  this  Agreement, each Bank
severally agrees to make Revolving Credit Loans to the Company from time to time
     on  and  after  the  Effective Date to, but excluding, the Revolving Credit
Termination  Date;  provided  that  the aggregate unpaid principal amount of all
                    --------
Revolving  Credit  Loans  made  by or due to each Bank at any one time shall not
exceed  an amount equal to such Bank's Revolving Credit Commitment; and provided
                                                                        --------
further that the aggregate unpaid principal amount of the Revolving Credit Loans
-------
at  any  one  time  outstanding shall not exceed the lesser of (i) the Aggregate
Revolving  Credit  Commitments  and  (ii)  the  aggregate  outstanding principal
balance  of  all  Revolving  Credit  Loans permitted to be outstanding hereunder
after  giving  effect  to  the  mandatory  repayments  required to be made under
paragraph  2.6(b);  and  provided  further  that  the aggregate unpaid principal
                         -----------------
amount  of  all Loans at any one time outstanding shall not exceed the lesser of
(i)  the  Aggregate  Commitments  and  (ii)  the aggregate outstanding principal
balance  of  all Loans permitted to be outstanding hereunder after giving effect
to  the mandatory repayments required to be made under paragraph 2.6(b).  During
the period from the Effective Date to the Revolving Credit Termination Date, the
Company may borrow, repay and reborrow Revolving Credit Loans hereunder, and may
convert  all  or any part of the Revolving Credit Loans from one Type to another
Type  or continue all or any part of the Revolving Credit Loans as the same Type
in accordance with and subject to the terms and provisions hereof.  In the event
the  Company  elects  to  extend  the scheduled maturity of the Revolving Credit
Loans in accordance with paragraph 2.15 hereof, during the period from and after
the  original Revolving Credit Termination Date to the extended Revolving Credit
Termination  Date,  the  Company  may  prepay the Revolving Credit Loans and may
convert  all or any part of the Revolving Credit Loans from one Type to Loans of
another  Type  or  continue all or any part of the Revolving Credit Loans as the
same  Type,  all  in  accordance  with  and  subject to the terms and provisions
hereof.
2.2.     TERM  LOANS2.2.     TERM  LOANS.
----     -----------
(a)     Subject  to  the  terms  and  conditions  of  this  Agreement, each Bank
severally  agrees  to  make Term Loans to the Company on the Term Loan Effective
Date  in  the  amount of the Term Loan Commitment of such Bank.  The Banks shall
have  no  obligation  to  make  Term  Loans on any date other than the Term Loan
Effective  Date and shall have no obligation to make Term Loans in excess of the
Aggregate Term Loan Commitments.  The Company may not reborrow any Term Loan (or
     any  portion thereof) it has repaid.  The Company may prepay the Term Loans
and may convert all or any part of the Term Loans from one Type to Term Loans of
another Type or continue all or any part of the Term Loans as the same Type, all
in  accordance  with  and  subject  to  the  terms  and  provisions  hereof.
2.3.     PROCEDURE  FOR  BORROWINGS2.3.     PROCEDURE  FOR  BORROWINGS.
----     --------------------------
     The  Company  may  effect  a  Borrowing on any Business Day occurring on or
after  the  Effective Date (or, with respect to the Term Loans, only on the Term
Loan  Effective  Date)  by  giving  the  Agent  an irrevocable written notice of
borrowing  (each,  a  "Borrowing  Request"  in  the  form  of  Exhibit C) (which
                                                               ----------
Borrowing  Request must be received by the Agent (a) prior to 10:00 a.m., Boston
time,  three  Business  Days (or fewer days, if each Bank in its sole discretion
agrees) prior to the requested Borrowing Date, if the Company is requesting that
LIBOR  Loans  be  made  as  part of such Borrowing, and (b) prior to 10:00 a.m.,
Boston  time,  one  Business  Day  prior to the requested Borrowing Date, if the
Company  is  requesting  that  Alternate Base Rate Loans be made as part of such
Borrowing),  specifying (i) the amount(s) to be borrowed and whether and to what
extent  the Borrowing consists of Term Loans or Revolving Credit Loans, (ii) the
requested  Borrowing  Date,  (iii) whether such Borrowing is to consist of LIBOR
Loans, Alternate Base Rate Loans or a combination thereof, and (iv) if the Loans
are  to  be  LIBOR  Loans,  the  length  of the initial Interest Period for each
thereof.  Each  Borrowing  shall be in an aggregate principal amount equal to or
greater  than $500,000 or, if less, the undrawn balance of the Commitments.  The
principal  amount  of each Bank's Revolving Credit Loan made on a Borrowing Date
shall  be  in  an  amount  equal  to  such  Bank's  Revolving  Credit Commitment
Percentage  of  the  Revolving  Credit  Loans  made  on such Borrowing Date. The
principal  amount  of each Bank's Term Loan made on the Term Loan Effective Date
shall  be  in  an amount equal to such Bank's Term Loan Commitment Percentage of
the  Term  Loans  made  on  such  Borrowing  Date.  Subject to the provisions of
paragraphs  2.8  and 2.9, Loans may be Alternate Base Rate Loans or LIBOR Loans,
or  any  combination  thereof.  Upon  receipt of each Borrowing Request from the
Company,  the  Agent  shall promptly notify each Bank thereof (such notice to be
promptly confirmed in writing).  Each Bank will make the amount of its Revolving
Credit  Commitment  Percentage  (or  Term  Loan  Commitment  Percentage,  if the
Borrowing is of the Term Loans) of each Borrowing available to the Agent for the
account  of  the Company at the office of the Agent set forth in paragraph 11.1,
not  later  than  12:00 noon, Boston time on the Borrowing Date requested by the
Company, in funds immediately available to the Agent at such office.  Amounts so
made  available  to  the  Agent  on  a  Borrowing  Date  will,  subject  to  the
satisfaction  of the terms and conditions of this Agreement as determined by the
Agent, be made immediately available on such date to the Company by the Agent at
the  office of the Agent specified in paragraph 11.1 by crediting the account of
the  Company  on the books of such office with the aggregate of said amounts, in
like funds as received by the Agent.  Unless the Agent shall have received prior
notice  from  a  Bank  (by  telephone  or  otherwise, such notice to be promptly
confirmed  by  telex,  telecopy  or  other writing) that such Bank will not make
available  to the Agent such Bank's pro rata share of the Loans requested by the
Company,  the  Agent  may assume that such Bank has made such share available to
the  Agent  on  such  Borrowing Date in accordance with this paragraph; provided
that such Bank received notice of the proposed borrowing from the Agent, and the
Agent  may,  in  reliance upon such assumption, make available to the Company on
such  Borrowing  Date  a  corresponding  amount.  If and to the extent such Bank
shall  not  have  so  made  such  pro  rata share available to the Agent on such
Borrowing  Date, such Bank shall pay to the Agent on demand (in addition to such
Bank's  pro  rata  share  of  the  Loans to be funded on such Borrowing Date) an
amount  equal to the product of (i) the average computed for the period referred
to  in  clause  (iii)  below,  of the weighted average interest rate paid by the
Agent  for  federal funds acquired by the Agent during each day included in such
period,  times(ii)  the  amount  of  such  Bank's  Revolving  Credit  Commitment
         -----
Percentage  of  such  Revolving  Credit  Loans  (or  the  Term  Loan  Commitment
Percentage  of  such Term Loans, as the case may be), times(iii) a fraction, the
                                                      -----
numerator  of  which  is  the number of days that elapse from and including such
Borrowing  Date  to the date on which the amount of such Bank's Revolving Credit
Commitment  Percentage  of  such  Revolving  Credit  Loans  (or  the  Term  Loan
Commitment  Percentage  of  such  Term  Loans,  as the case may be) shall become
immediately  available  to  the Agent, and the denominator of which is 365. Such
Bank  shall  not  be  entitled  to receive interest on its pro rata share of the
Loans  for any period prior to the date it actually funds is pro rata share.  If
and to the extent such Bank shall not have so made such pro rata share available
to  the Agent within three (3) days following such Borrowing Date (and if and to
the  extent  Agent  has  funded Bank's pro rata share of the Loans), the Company
shall  pay  to the Agent forthwith on demand (but without duplication) an amount
equal  to  such  Bank's Revolving Credit Commitment Percentage of such Revolving
Credit  Loans (or the Term Loan Commitment Percentage of such Term Loans, as the
case  may  be),  together  with interest thereon for each day from the date such
amount  is  made  available to the Company until the date such amount is paid to
the  Agent,  at the applicable interest rate for such Revolving Credit Loans (or
Term  Loans, as the case may be) as set forth in paragraph 2.8.  Such payment by
the  Company,  however,  shall  be  without prejudice to its rights against such
Bank.
2.4.     NOTES2.4.     NOTES.  Revolving  Credit  Loans  made  by each Bank with
----     -----
respect  to  Alternate  Base  Rate Loans and LIBOR Loans shall be evidenced by a
---
promissory  note  of  the  Company, substantially in the form of Exhibit D-1,all
---                                                              ------------
with  appropriate  insertions  therein  (as endorsed and as amended or otherwise
---
modified  from  time  to  time, a "Revolving Credit Note" and, collectively, the
---
"Revolving  Credit  Notes"),  payable to the order of such Bank and representing
---
the  obligation  of  the Company to pay the aggregate unpaid principal amount of
--
all  Revolving  Credit  Loans  made  by  such  Bank,  with  interest  thereon as
--
prescribed  or  determined  herein. Term Loans made by each Bank with respect to
--
Alternate  Base  Rate  Loans  and LIBOR Loans shall be evidenced by a promissory
--
note  of  the  Company,  substantially  in  the  form  of  Exhibit  D-2,all with
--
appropriate insertions therein (as endorsed and as amended or otherwise modified
--
     from  time  to  time,  a "Term Loan Note" and, collectively, the "Term Loan
Notes"),  payable  to  the order of such Bank and representing the obligation of
the  Company to pay the aggregate unpaid principal amount of all Term Loans made
by such Bank, with interest thereon as prescribed or determined herein (the Term
Loan  Notes and the Revolving Credit Notes, each a "Note", and collectively, the
"Notes").  Each  Bank is hereby authorized to record the date and amount of each
Revolving  Credit  Loan  made  by such Bank and the other information applicable
thereto,  and  each  payment or prepayment of principal of such Revolving Credit
Loan,  on  the  applicable  grid  (and  any continuations thereof annexed to and
constituting  a  part  of its Notes.  No failure to so record or any error in so
recording  shall  affect  the  obligation of the Company to repay such Revolving
Credit Loans, with interest thereon, as herein provided.  Each Note shall (a) be
dated  the  date  the  initial  Loans  are  made, (b) be stated to mature on the
respective  End Date and (c) bear interest for the period from and including the
date  thereof  on  the  unpaid  principal  amount  thereof  from  time  to  time
outstanding  at  the  applicable  interest rate per annum determined as provided
herein.
2.5.     VOLUNTARY  REDUCTIONS OF THE AGGREGATE REVOLVING CREDIT COMMITMENTS2.5.
----     -------------------------------------------------------------------
     VOLUNTARY  REDUCTIONS  OF  THE  AGGREGATE  REVOLVING  CREDIT  COMMITMENTS.
(a)     Voluntary Reductions of Revolving Credit Commitments.  During the period
---     ----------------------------------------------------
     from  the  Effective  Date  to  the  Revolving  Credit Termination Date the
Company  shall  have  the  right, upon at least two Business Days' prior written
notice  to  the  Agent,  to  reduce  permanently  the Aggregate Revolving Credit
Commitments  in whole at any time, or in part from time to time, without premium
or penalty, provided that (i) each partial reduction of such Aggregate Revolving
Credit  Commitments  shall  be  in  an amount equal to at least $500,000 or such
amount  plus  a  whole  multiple  of $500,000, and (ii) such Aggregate Revolving
Credit  Commitments  shall  not  be reduced to an amount less than the aggregate
principal  balance of the Revolving Credit Loans outstanding on the date of such
reduction (after giving effect to reductions in such balance made on such date).
(b)     General.  Reductions of the Aggregate Revolving Credit Commitments under
---     -------
clause  (a)  above shall reduce each Bank's Revolving Credit Commitment pro rata
according to the Revolving Credit Commitment Percentage of such Bank.  The Agent
shall  promptly  notify  each  Bank of each reduction in the Aggregate Revolving
Credit  Commitments  under  clause (a) above upon its receipt of notice thereof,
and remit to each Bank its pro rata share of any accompanying prepayments of the
Revolving  Credit  Loans  according  to the outstanding principal balance of the
Revolving  Credit  Loans.  Simultaneously  with  each reduction of the Aggregate
Revolving  Credit Commitments under this paragraph 2.5, the Company shall prepay
the  Revolving Credit Loans in the amount, if any, by which the aggregate unpaid
principal  balance  of  the  Revolving  Credit  Loans  exceeds the amount of the
Aggregate  Revolving  Credit  Commitments  as  so  reduced.
     If  any  prepayment  is made under this paragraph 2.5 or paragraph 2.6 with
respect  to  any  LIBOR Loans, in whole or in part, prior to the last day of the
applicable  Interest  Period  with  respect  thereto, the Company agrees that it
shall  indemnify  the  Banks  in  accordance  with paragraph 2.12.  After giving
effect  to  any  prepayment  with  respect  to  LIBOR Loans, no LIBOR Loans made
(whether  as  a result of Borrowing or a conversion) on the same date and having
the  same  Interest Period shall be outstanding in an aggregate principal amount
of  less  than  $500,000.
2.6.     PREPAYMENTS  AND  PAYMENT  OF  LOANS2.6.     PREPAYMENTS AND PAYMENT OF
----     ------------------------------------
LOANS.
---
(a)     Voluntary Prepayments.  The Company may, at its option, prepay Alternate
---     ---------------------
     Base  Rate  Loans  or  LIBOR  Loans in whole or in part, without premium or
penalty,  subject  to its obligation to indemnify provided in paragraph 2.12 (in
the  case  of  LIBOR Loans), at any time and from time to time upon at least one
Business  Day's  (or,  with  respect  to  Term  Loans, two Business Day's) prior
irrevocable  written  notice  to the Agent, specifying the amount to be prepaid,
and  the  date and amount of prepayment.  Upon receipt of such notice, the Agent
shall  promptly  notify each Bank thereof.  Any such notice shall be irrevocable
and  the  amount  specified  in such notice shall be due and payable on the date
specified therein, together with accrued interest to the date of such payment on
the amount being prepaid.  Prepayments shall be in an aggregate principal amount
of  at  least  $500,000  or,  if  less, the outstanding principal balance of the
applicable  Notes,  provided,  however,  that  after  giving  effect to any such
prepayment,  no  LIBOR  Loans  made  (whether  as  the  result of Borrowing or a
conversion)  on  the  same  date  and  having  the same Interest Period shall be
outstanding  in  an  aggregate  principal  amount  of  less  than  $500,000.
(b)     Mandatory  Repayment.  On  the Revolving Credit Termination Date, as may
---     --------------------
be  extended  in accordance with the terms of paragraph 2.15 hereof, the Company
shall  repay  in  full  the  aggregate principal balance of all Revolving Credit
Loans outstanding on such date, together with accrued interest on such amount to
such date and any Facility Fees, Usage Fees, Agent's Fees or other amounts owing
hereunder  with  respect to Revolving Credit Loans or under the Revolving Credit
Notes.  On  the  Term  Loan  Maturity  Date, the Company shall repay in full the
aggregate principal balance of all Term Loans outstanding on such date, together
with accrued interest on such amount to such date and any Facility Fees, Agent's
Fees  or  other  amounts  owing  hereunder  or  under  the  Term  Loan  Notes.
2.7.     CONVERSION  OPTIONS2.7.     CONVERSION  OPTIONS.
----     -------------------
(a)     Conversion of Loans.  The Company may elect from time to time to convert
---     -------------------
     LIBOR  Loans  to Alternate Base Rate Loans by giving the Agent at least one
Business Day's prior written notice of such election (a "Conversion/Continuation
Request")  (in  substantially  the  form  of the Conversion/Continuation Request
attached  hereto  as  Exhibit  E),  specifying  the  amount  to be so converted,
                      ----------
provided, that any such conversion of LIBOR Loans shall only be made on the last
day  of  the Interest Period applicable thereto.  In addition, in the absence of
an  Event  of  Default,  the  Company  may  elect  from  time to time to convert
Alternate  Base  Rate  Loans  to LIBOR Loans, by giving the Agent at least three
Business Day's (or fewer days, if each Bank in its sole discretion agrees) prior
irrevocable  notice  of  such election, specifying the amount to be so converted
and the Interest Period selected, provided that any such conversion of Alternate
Base  Rate Loans to LIBOR Loans shall only be made on a Business Day.  In either
case,  the  Conversion/Continuation Notice shall be substantially in the form of
the  Conversion/Continuation  Request in the form of Exhibit E.  The Agent shall
                                                     ---------
promptly  provide  the  Banks  with  notice  of any such election.  Loans may be
converted  pursuant  to  this  paragraph 2.7, in whole or in part, provided that
conversions  of  Alternate  Base  Rate  Loans  to  LIBOR Loans or LIBOR Loans to
Alternate  Base  Rate Loans shall each be in an aggregate principal amount of at
least $500,000.  After giving effect to any such conversion, no LIBOR Loans made
(whether  as  the  result  of  a borrowing or a conversion) on the same date and
having  the  same Interest Period shall be outstanding in an aggregate principal
amount  of  less  than  $500,000.
(b)     Continuation  of  Loans.  Any  LIBOR Loans may be continued as such upon
---     ----------------------
the  expiration  of  any  Interest  Period with respect thereto by the Company's
--
giving  irrevocable  written  notice  (in  substantially  the  form  of  the
--
Continuation/Conversion Request attached hereto as Exhibit E)to the Agent of its
--
intention  to do so three Business Days (or fewer days, if each Bank in its sole
discretion agrees) prior to the last day of such Interest Period, specifying the
new  Interest  Period  therefor, provided, however,that (i) if the Company shall
                                 --------  --------
fail  to give notice as provided above, the relevant LIBOR Loan shall convert to
an  Alternate Base Rate Loan immediately upon the expiration of the then current
Interest  Period  with  respect  thereto,  (ii)  any  LIBOR Loans that are being
continued as such shall be in an aggregate principal amount of at least $500,000
and  (iii) no LIBOR Loans may be continued as such when any Event of Default has
occurred and is continuing, but shall be automatically converted to an Alternate
Base  Rate  Loan  on  the  last  day of the Interest Period with respect thereto
during  which  the Agent obtained knowledge of such Event of Default.  The Agent
shall  notify  the  Banks  promptly  upon  obtaining knowledge that an automatic
conversion  will  occur  pursuant  to  clause  (iii)  hereof.
2.8.     INTEREST  RATE  AND  PAYMENT  DATES FOR LOANS2.8.     INTEREST RATE AND
----     ---------------------------------------------
PAYMENT  DATES  FOR  LOANS.
---
(a)     Interest Rates for Loans Prior to Maturity.  (i) Loans made as Alternate
---     ------------------------------------------
     Base  Rate  Loans shall bear interest for the period from and including the
date  thereof,  or,  in  the case of a Loan that has been converted from a LIBOR
Loan,  from  the Conversion Date thereof, until maturity or until converted into
LIBOR  Loans, on the unpaid principal amount thereof at the Alternate Base Rate,
and  (ii) Loans made as LIBOR Loans shall bear interest for each Interest Period
with  respect  thereto  on the unpaid principal amount thereof at the sum of the
applicable  rate  of  interest  per  annum based on LIBOR for each such Interest
Period  plus  the  Applicable  Margin.  Any change in the Applicable Margin with
        ----
respect  to  any Loans resulting from a change in the Debt Rating of the Company
shall be effective as of the opening of business on the day of the change in the
Debt  Rating  of  the  Company.
(b)     Usage Fee.  With respect to any period during which the unpaid aggregate
---     ---------
principal  balance of the Revolving Credit Loans exceeds $7,500,000, the Company
agrees  to  pay  the  Agent for the account of those Banks with Revolving Credit
Commitments  or  Revolving  Credit Loans outstanding a per annum fee (the "Usage
Fee")  equal  to  one-eighth  of  one  percent  (0.125%) of the unpaid principal
balance of all Revolving Credit Loans (whether consisting of Alternate Base Rate
Loans  or  LIBOR Loans), which Usage Fee shall be payable in arrears on the last
day  of each March, June, September and December of each year, commencing on the
first  such  date following the Effective Date and continuing until the later of
the  Revolving Credit Termination Date or the Date on which all Revolving Credit
Commitments  are  terminated  and all sums due hereunder in respect of Revolving
Credit  Loans  and  under  the  Revolving  Credit  Notes  are  paid  in  full.
(c)     Overdue  Amounts.  If  any  amounts  payable hereunder shall not be paid
---     ----------------
when  due  (whether  at  the stated maturity thereof, by acceleration, notice of
---
intention  to  prepay  or  otherwise),  such overdue amounts shall bear interest
---
payable  on  demand at a rate per annum equal to 2% above the (i) Alternate Base
---
Rate for Alternate Base Rate Loans at such time from the date of such nonpayment
until  paid  in  full,  and  whether  before  or after the entry of any judgment
thereon  and  (ii)  sum  of  the applicable LIBOR plus the Applicable Margin for
LIBOR  Loans,  from  the  date  of such nonpayment until the end of the Interest
Period  with  respect  thereto  and  whether  before  or  after the entry of any
judgment  thereon.
(d)     General.  Interest  on  the  Loans  shall  be payable in arrears on each
---     -------
Interest  Payment  Date and upon payment (including prepayment) in full thereof;
---
provided,  however,  that  after  an  Event  of  Default  has  occurred  and  is
continuing,  interest  on all Loans shall be payable on demand made from time to
time.
(e)     Interest  Rate  Hedging.  The  Company  and each and every Bank, each in
---     -----------------------
their  individual  discretion,  may  enter  with  each  other into interest rate
---
hedging  agreements  or  instruments  with  respect to the Company's obligations
---
under  this  Agreement.
---
2.9.     SUBSTITUTED  INTEREST  RATE2.9.     SUBSTITUTED  INTEREST RATE.  In the
----     ---------------------------
event  that  the  Agent  shall  have  reasonably determined in good faith (which
--
determination  shall  be conclusive and binding upon the Company) that by reason
--
of  circumstances affecting the London interbank market, (i) either adequate and
reasonable  means  do not exist for ascertaining the applicable LIBOR applicable
pursuant  to  paragraph  2.8(a),  or (ii) any Bank shall have notified the Agent
that  it  has  reasonably determined in good faith (which determination shall be
conclusive  and  binding  on  the  Company)  that  the applicable LIBOR will not
adequately and fairly reflect the cost to such Bank of making or maintaining its
     funding  of  a  LIBOR  Loan  with  respect  to (a) a proposed Loan that the
Company  has  requested  be  made as a LIBOR Loan, or (b) a LIBOR Loan that will
result  from  the  requested  conversion of any Loan into a LIBOR Loan (any such
Loan  being  herein  called an "Affected Loan"), the Agent shall promptly notify
the  Company  and the Banks (by telephone or otherwise) of such determination no
later  than  10:00  a.m.  (Boston  time) one Business Day prior to the requested
Borrowing  Date for such Affected Loan, or the requested Conversion Date of such
Loan,  as the case may be.  If the Agent shall give such notice, the Company may
by  no later than 11:00 a.m.  (Boston time) on the same Business Day, (i) cancel
the  Borrowing  Request  and/or  Continuation/Conversion Request with respect to
such  Affected  Loan  or request that such Affected Loan be made as an Alternate
Base  Rate  Loan  in  accordance  with  paragraph  2.3 hereof or (ii) cancel its
request to convert to an Affected Loan or request that any Loan that was to have
been  converted  to an Affected Loan be converted to an Alternate Base Rate Loan
in  accordance  with paragraph 2.7 hereof.  Until such notice has been withdrawn
by  the  Agent  (by  notice  to  the Company promptly upon the Agent having been
notified  by  such  Bank  that  circumstances would no longer render any Loan an
Affected  Loan)  no  further  Affected Loans shall be made and Company shall not
have  the  right  to  convert  any  Loan  to  an  Affected  Loan.
2.10.     ILLEGALITY2.10.     ILLEGALITY.  Notwithstanding  any provision hereof
-----     ----------
to  the  contrary, if any change in any law, regulation, treaty or directive, or
in  the  interpretation  or  application thereof, shall make it unlawful for any
Bank  to make or maintain LIBOR Loans as contemplated by this Agreement, (a) the
commitment  of  such  Bank hereunder to make LIBOR Loans or to convert Alternate
Base  Rate  Loans  to  LIBOR  Loans  or  to  continue  LIBOR Loans as such shall
forthwith be suspended and (b) such Bank's Loans then outstanding as LIBOR Loans
     shall be converted to Alternate Base Rate Loans on the last day of the then
current  Interest  Period  applicable  thereto, or within such earlier period as
required  by  law.  If the commitment of any Bank with respect to LIBOR Loans is
suspended  pursuant  to this paragraph 2.10 and it shall once again become legal
for  such  Bank  to  make  or  maintain  its funding of LIBOR Loans, such Bank's
commitment  to make or maintain such LIBOR Loans shall be reinstated.  Each Bank
agrees  to promptly notify the Company and the Agent upon learning of any change
referred  to  above,  as well as of any reinstatement of its ability to make and
maintain  LIBOR  Loans  as  contemplated  by  this  Agreement.
2.11.     INCREASED  COSTS2.11.     INCREASED  COSTS.
-----     ----------------
     Regulatory  Changes.  In  the event that any change in any law, regulation,
     -------------------
treaty  or  directive  or  in  the  interpretation or application thereof by any
Governmental  Body  charged with the administration thereof or compliance by any
Bank  with  any request or directive from any central bank or other Governmental
Body  (a  "Regulatory  Change"):
     (i)  subjects  any  Bank  to any tax of any kind whatsoever with respect to
any  LIBOR  Loan or its obligations under this Agreement to make LIBOR Loans, or
changes the basis of taxation of payments to such Bank of principal, interest or
any  other  amount  payable  hereunder in respect of its LIBOR Loans (except for
imposition  of,  or change in the rate of, tax on the overall net income of such
Bank);
     (ii)  imposes,  modifies  or makes applicable any reserve, special deposit,
compulsory  loan,  assessment  or similar requirement against assets held by, or
deposits  of, or advances or loans by, or other credit committed or extended by,
or  any other acquisition of funds by, any office of such Bank in respect of its
LIBOR  Loans  which  is not otherwise included in the determination of LIBOR; or
(iii)  imposes  on such Bank any other condition with respect to Loans hereunder
or  the  Commitments;
and  the  result of any of the foregoing is to increase the cost to such Bank of
making,  renewing,  converting  or maintaining its LIBOR Loans, or to reduce any
amount  receivable  in  respect  of its LIBOR Loans, then, in any such case, the
Company  shall  promptly  pay  to,  such  Bank,  upon its demand, any additional
amounts  necessary to compensate such Bank for such additional cost or reduction
in  such  amount  receivable.  A statement setting forth the calculations of any
additional  amounts  payable  pursuant  to the foregoing sentence submitted by a
Bank  to  the  Company  shall  be  presumed to be correct absent manifest error.
2.12.     INDEMNITY2.12.     INDEMNITY.  Notwithstanding  anything  contained
-----     ---------
herein  to the contrary, if the Company shall fail to borrow on a Borrowing Date
----
after  it  shall  have  given  a Borrowing Request, to the extent only that such
Borrowing  Request  includes LIBOR Loans, or if the right of the Company to have
LIBOR Loans outstanding hereunder shall be suspended or terminated in accordance
     with the provisions of this Agreement prior to the last day of the Interest
Period  applicable  thereto,  or  if,  while  a  LIBOR  Loan is outstanding, any
repayment  or  prepayment of the principal amount of such LIBOR Loan is made for
any  reason  (including,  without  limitation,  as  a  result of acceleration or
illegality)  on  a  date  which  is prior to the last day of the Interest Period
applicable  thereto,  the  Company agrees to indemnify each Bank against, and to
pay  on  demand directly to such Bank, an amount, if greater than zero, equal to
(i):
                                  A x (B-C) x D
                                              -
     365
where:
     "A"  equals  the  Affected  Principal  Amount;
"B"  equals  LIBOR  (expressed  as a decimal), as the case may be, applicable to
such  LIBOR  Loan;
"C" equals the applicable LIBOR (expressed as a decimal), as the case may be, in
effect  on  the  date  of  such  failure  to  borrow, termination, prepayment or
repayment,  based on the applicable rates offered or bid, as the case may be, on
such  date  (or, if no such rate is determinable on such date, the rate or rates
offered  or  bid, as the case may be, determinable on the date closest thereto),
for  deposits  in an amount equal approximately to the Affected Principal Amount
with  an  Interest  Period  equal  approximately to the period commencing on the
first  day  of such Remaining Interest Period and ending on the last day of such
Remaining  Interest  Period or ending on the last day of the applicable Interest
Payment  Period,  as  the  case  may  be,  as  determined  by  the  Bank;
"D"  equals the number of days from and including the first day of the Remaining
Interest Period to but excluding the last day of such Remaining Interest Payment
Period;
and  (ii)  any  additional  amounts  necessary  to compensate such Bank for such
additional  cost  or  reduction  in  such  amount  receivable  and  any  other
out-of-pocket  loss  or  expense  (including  any  internal  processing  charge
customarily  charged by such Bank) suffered by such Bank in liquidating deposits
prior  to  maturity  in  amounts  which  correspond  to  the proposed borrowing,
prepayment  or  repayment.  The  determination by each Bank of the amount of any
such  loss  or  expense  shall  be presumed to be correct absent manifest error.
2.13.     USE  OF  PROCEEDS2.13.     USE OF PROCEEDS.  The proceeds of the Loans
-----     -----------------
shall  be  used  only  for working capital and other general corporate purposes.
2.14.     CAPITAL  ADEQUACY2.14.     CAPITAL  ADEQUACY.  If  either  (i)  the
-----     -----------------
introduction of, or any change or phasing in of, any law or regulation or in the
-----
     interpretation  thereof  by  any  Governmental  Body  charged  with  the
administration  thereof  or  (ii)  compliance  with  any directive, guideline or
request  from  any  central bank or Governmental Body (whether or not having the
force  of  law) promulgated or made after the date hereof (but including, in any
event,  any  law,  rule,  regulation,  interpretation,  directive,  guideline or
request  contemplated  by  the  report  dated  July 1988 entitled "International
Convergence  of  Capital  Measurement and Capital Standards" issued by the Basle
Committee  on  Banking  Regulations  and Supervisory Practices) affects or would
affect the amount of capital required or expected to be maintained by a Bank (or
any  lending  office  of  such  Bank)  or any corporation directly or indirectly
owning  or  controlling  such Bank (or any lending office of such Bank) and such
Bank  shall  have determined that such introduction, change or compliance has or
would  have  the effect of reducing the rate of return on such Bank's capital or
the  asset  value  to  such Bank of any Loan made by such Bank as a consequence,
directly  or  indirectly, of its obligations to make and maintain the funding of
Loans  hereunder  to  a level below that which such Bank could have achieved but
for  such  introduction  change  or  compliance  (after taking into account such
Bank's  policies regarding capital adequacy) by an amount deemed by such Bank to
be  material  then,  upon demand by such Bank, the Company shall promptly pay to
such  Bank such additional amount or amount as shall be sufficient to compensate
such  Bank  for such reduction on the rate of return.  Each Bank shall calculate
such  amount  or  amounts  payable  to  it under this paragraph 2.14 in a manner
consistent  with  the manner in which it shall calculate similar amounts payable
to it by other borrowers having provisions in their credit agreements comparable
to  this  paragraph  2.14.  Each  Bank  agrees  to  provide  the  Company with a
certificate  setting  forth a description of any such amount in respect of which
it  seeks  payment under this paragraph 2.14.  Each Bank's determination of such
amount  or  amounts  that will compensate such Bank for such reductions shall be
presumed  correct  absent  manifest  error.
2.15.     EXTENSION  OF  REVOLVING CREDIT TERMINATION DATE2.15.     EXTENSION OF
-----     ------------------------------------------------
REVOLVING  CREDIT TERMINATION DATE.  The Company may request each Bank to extend
its  Revolving  Credit  Commitment  for  up  to two (2) additional three-hundred
sixty-four (364) day periods, each expiring on the 364th day of such period (or,
     if  such  date is not a Business Day, on the immediately preceding Business
Day).  If all Banks consent in writing in their sole discretion to the extension
of  their  respective  Revolving  Credit  Commitments,  such  Revolving  Credit
Termination  Date  shall  be  so  extended pursuant to the terms of such written
consent.  In  the  event that less than all of the Banks consent to an extension
of  their  respective  Revolving  Credit  Commitments,  the  Revolving  Credit
Termination  Date  shall  not be extended, unless one of the consenting Banks or
another  Bank  designated  by  the  Company  and  reasonably  acceptable  to the
consenting  Banks agrees to offer its Revolving Credit Commitment to replace the
Revolving  Credit  Commitment of the non-consenting Bank in an equivalent amount
for  the extension period (any such other bank, including any signatory Bank, to
the  extent of such a replacement Commitment, being herein called a "Replacement
Bank"),  and  prior  to  the  effective  date  of  such extension, to assume the
then-existing  Revolving  Credit  Commitment  and  obligations  relating  to the
Revolving  Credit  Loans  (whether  or  not such Bank's Term Loan Commitment and
obligations  relating  to the Term Loans are assumed by the Replacement Bank) of
such  non-consenting  Bank  or  Banks  (each,  a  "Non-Consenting Bank"), and to
purchase  the  outstanding Revolving Credit Note of such Non-Consenting Bank and
such  Non-Consenting  Bank's  rights with respect to its Revolving Credit Loans,
without  recourse  or  warranty,  for  a purchase price equal to the outstanding
principal balance of the Revolving Credit Note of such Non-Consenting Bank, plus
all  interest accrued thereon and all other amounts owing to such Non-Consenting
Bank hereunder with respect to the Revolving Credit Loans.  Upon such assumption
and  purchase  by a Replacement Bank, and provided that the Banks (excluding the
Non-Consenting  Banks and each Replacement Bank) have consented to the extension
of  the  Revolving Credit Termination Date prior to the then scheduled Revolving
Credit  Termination  Date, (i) the Revolving Credit Termination Date shall be so
extended,  (ii)  each  such  Replacement Bank shall be deemed to be a "Bank" for
purposes of this Agreement with respect to the Revolving Credit Loans under this
Agreement  (and  also  for  purposes  of Term Loans under this Agreement, if the
Replacement  Bank  has  assumed the Term Loan Commitments and purchased the Term
Loans  of  the  Non-Consenting  Bank),  and (iii) each Non-Consenting Bank shall
cease  to  be a "Bank" for all purposes of the Revolving Credit Loans under this
Agreement  (and  also  for  purposes  of Term Loans under this Agreement, if the
Replacement  Bank  has  assumed the Term Loan Commitments and purchased the Term
Loans  of  the Non-Consenting Bank) (except with respect to its rights hereunder
to be reimbursed for costs and expenses, and to indemnification with respect to,
matters  attributable  to  events,  acts  or  conditions occurring prior to such
assumption and purchase) and shall no longer have any obligations hereunder with
respect  to  the Revolving Credit Loans (and also with respect to the Term Loans
under  this  Agreement,  if  the  Replacement  Bank  has  assumed  the Term Loan
Commitments  and  purchased  the  Term  Loans  of  the  Non-Consenting  Bank).
     Each  Bank  will use its best efforts to respond promptly to any request to
extend the Revolving Credit Termination Date, provided that no Bank's failure to
so respond shall create any claim against it or have the effect of extending the
Revolving  Credit  Termination  Date.
2.16.     NOTICE  OF  COSTS:  SUBSTITUTION  OF  BANKS2.16.     NOTICE  OF
-----     -------------------------------------------
COSTSSUBSTITUTION OF BANKS.  Each Bank will notify the Company of any event that
-----     --
     will  entitle  such  Bank to compensation under paragraphs 2.11 and 2.14 as
promptly as practicable, but in any event within 45 days after an officer of the
Bank  responsible  for  matters  concerning this Agreement has knowledge of such
event.  If such Bank fails to give such notice, such Bank shall only be entitled
to such compensation for the period commencing forty-five (45) days prior to the
date  of  the  giving  of  such notice.  Each Bank shall use its best efforts to
avoid  the  need  to give a notice under paragraph 2.11 or 2.14 by designating a
different  Applicable  Lending  Office  outside  of  the  United  States if such
designation  would  avoid the need to give such notice and will not, in the sole
opinion of such Bank, be disadvantageous to such Bank.  In the event the Company
receives such notice or is otherwise required under the provisions of paragraphs
2.11 or 2.14 to make payments in a material amount to any Bank, the Company may,
so  long  as no Event of Default shall have occurred and be continuing, elect to
substitute  such  Bank as a party to this Agreement; provided that, concurrently
with  such  substitution,  (i)  the  Company  shall pay that Bank all principal,
interest  and  fees and other amounts (including without limitation, amounts, if
any,  owed  under  paragraph  2.11, 2.12 or 2.14) owed to such Bank through such
date  of  termination,  (ii) another commercial bank satisfactory to the Company
and the Agent (or if the Agent is also the Bank to be substituted, the successor
Agent)  shall agree, as of such date, to become a Bank (whether by assignment or
amendment)  for  all purposes under this Agreement and to assume all obligations
of  the  Bank  to  be  substituted  as  of  such  date, and (iii) all documents,
supporting materials and fees necessary, in the judgment of the Agent (or if the
Agent  is  also the Bank to be substituted, the successor Agent) to evidence the
substitution  of such Bank shall have been received and approved by the Agent as
of  such  date.
3.     FEES;  PAYMENTS3.     FEES;  PAYMENTS.
--     ---------------
3.1.     FACILITY  FEE3.1.     FACILITY  FEE.  The  Company agrees to pay to the
----     -------------
Agent  for  the  account of the those Banks with Revolving Credit Commitments or
--
Revolving  Credit Loans outstanding a fee (the "Facility Fee") equal to the rate
--
per annum determined by reference to Schedule II on Exhibit B  hereto based upon
                                     -----------    ---------
     the  Debt Rating of the Company multiplied bythe Aggregate Revolving Credit
                                     ---------- --
Commitments,  which  Facility Fee shall be payable in arrears on the last day of
each  March,  June, September and December of each year, commencing on the first
such  date  following  the  Effective Date and continuing until the later of the
Revolving  Credit  Termination  Date  or  the date on which all Revolving Credit
Commitments  are  terminated  and all sums due hereunder in respect of Revolving
Credit  Loans  and  under  the Revolving Credit Notes are paid in full; provided
that  if the Company has no Debt Rating, the Facility Fee shall be determined at
the  highest  rate  per  annum  for  the relevant period set forth on Exhibit B.
                                                                      ---------
3.2.     FEES OF THE AGENT.3.2     FEES OF THE AGENT.  The Company agrees to pay
----     -----------------
     to  the  Agent  for its own account, such fees (the "Agent's Fees") for its
services  hereunder  in such amounts and at such times as previously agreed upon
by  the  Company and the Agent under that certain Agent's Fee Letter dated as of
or  about  the  date  hereof.
3.3.     COMPUTATION  OF  INTEREST  AND FEES.3.3     COMPUTATION OF INTEREST AND
----     -----------------------------------
FEES.
--
(a)     Interest  in  respect  of  Alternate  Base Rate Loans and all other fees
(other than the Facility Fee and the Usage Fee) payable by the Company hereunder
     shall  be  calculated  on the basis of a 365-day year (or 366-day year in a
leap  year) for the actual number of days elapsed.  Interest in respect of LIBOR
Loans, the Usage Fee, and the Facility Fee shall be calculated on the basis of a
360-day  year for the actual number of days elapsed.  Any change in the interest
rate on a Loan resulting from a change in the Alternate Base Rate or LIBOR shall
become  effective  as of the opening of business on the day on which such change
shall  become  effective.  The  Agent  shall, as soon as practicable, notify the
Company  and  the Banks of the effective date and the amount of each such change
but  failure of the Agent to do so shall not in any manner affect the obligation
of  the  Company  to  pay  interest on the Loans in the amounts and on the dates
required.
(b)     Each  determination  of  the  Alternate  Base Rate or LIBOR by the Agent
pursuant  to  any  provision  of  this Agreement shall be presumed to be correct
absent  manifest  error.
3.4.     PRO  RATA  TREATMENT  AND  APPLICATION OF PRINCIPAL PAYMENTS3.4     PRO
----     ------------------------------------------------------------
RATA  TREATMENT  AND  APPLICATION  OF PRINCIPAL PAYMENTS.  Each Borrowing by the
---
Company  from  the  Banks,  any conversion of Loans from one Type to the same or
---
another Type, and any reduction of the Aggregate Commitments of the Banks, shall
---
     be  made  pro  rata according to (i) in the case of Revolving Credit Loans,
the  Revolving Credit Commitment Percentage of each Bank and (ii) in the case of
Term  Loans,  the  Term Loan Commitment Percentage of each Bank.  Subject to the
following  sentence  (a)  prior  to  the  occurrence of an Event of Default, all
payments  (including  prepayments) on account of principal and interest on Loans
shall  be  applied  as  directed  by the Company; and (b) upon and following the
occurrence  of  an  Event  of  Default,  all payments (including prepayments) on
account  of  principal,  interest,  fees,  and  charges shall be applied to such
principal,  interest,  fees,  and  charges  in  the  order  and  in  the amounts
determined by the Agent in its discretion.  All payments (including prepayments)
to  be  made  by  the  Company  on  account  of  principal and interest on Loans
comprising the same Borrowing (whether such Borrowing is selected to be paid (or
prepaid)  by  the Company under clause (a) of the foregoing sentence or selected
to be paid (or prepaid) by the Agent under clause (b) of the foregoing sentence)
shall  be  made pro rata according to the outstanding principal amount of (i) in
the  case of Revolving Credit Loans, each Bank's Revolving Credit Loans and (ii)
in  the case of Term Loans, each Bank's Term Loans.  All payments by the Company
on  all  Loans  shall  be made without set-off or counterclaim and shall be made
prior  to 12:00 noon, Boston time, on the date such payment is due, to the Agent
for  the account of the Banks at the Agent's office specified in paragraph 11.1,
in  each case in lawful money of the United States of America and in immediately
available  funds,  and, as between the Company and the Banks, any payment by the
Company  to the Agent for the account of the Banks shall be deemed to be payment
by the Company to the Banks; provided, however, that any payment received by the
Agent on any Business Day after 12:00 noon shall be deemed to have been received
on  the  immediately  succeeding  Business Day.  The Agent shall distribute such
payments  to  the Banks promptly upon receipt in like funds as received.  If any
payment  hereunder  or on any Note becomes due and payable on a day other than a
Business  Day,  the  maturity  thereof  shall be extended to the next succeeding
Business  Day  (unless, in the case of LIBOR Loans, the result of such extension
would be to extend such payment into another calendar month, in which event such
payment  shall  be  made  on  the  immediately preceding Business Day) and, with
respect  to payments of principal, interest thereon shall be payable at the then
applicable  rate  during  such  extension.
3.5.     UPFRONT FEE.3.5.     UPFRONT FEE. The Company agrees to pay on or prior
----     -----------
     to  the Effective Date to the Agent for the account of the Banks an upfront
fee (the "UpFront Fee") in the amount of $54,000 to be divided among those Banks
that  are  parties  hereto  as  of the Effective Date, pro rata according to the
Commitment  Percentage  of  each  Bank.
4.     REPRESENTATIONS  AND WARRANTIES.4.     REPRESENTATIONS AND WARRANTIES. In
--     -------------------------------
order  to  induce  the  Agent  and  the  Banks to enter into this Agreement, the
Company  hereby  represents  and  warrants  to  the Agent and to each Bank that:
4.1.     SUBSIDIARY.4.1     SUBSIDIARY.  The  Company  has only the Subsidiaries
----     ----------
set  forth  in  Exhibit F.  The shares of each corporate Subsidiary owned by the
-               ---------
Company  are  duly authorized, validly issued, fully paid and non-assessable and
are  owned free and clear of any Liens, except Liens permitted by paragraph 8.2.
4.2.     CORPORATE  EXISTENCE  AND POWER.4.2.     CORPORATE EXISTENCE AND POWER.
----     -------------------------------
The  Company  is  a  corporation  duly  organized,  validly existing and in good
standing  under the laws of the State of Vermont and has all requisite corporate
power  and  authority  to  own  its Property and to carry on its business as now
conducted.  The Company is in good standing and duly qualified to do business in
     each  jurisdiction in which the failure to so qualify would have a Material
Adverse  Effect.
4.3.     CORPORATE  AUTHORITY.4.3     CORPORATE AUTHORITY.  The Company has full
----     --------------------
corporate  power and authority to enter into, execute, deliver and carry out the
terms  of  this  Agreement  and  to  make the borrowings contemplated hereby, to
execute,  deliver  and  carry  out  the  terms  of  the  Notes  and to incur the
obligations  provided  for  herein  and  therein,  all  of  which have been duly
authorized  by  all  necessary  corporate  action  on  its  part and are in full
compliance  with  its  Charter  and  By-Laws.  No  consent  or  approval  of, or
exemption by, shareholders or any Governmental Body is required to authorize, or
     is  required in connection with the execution, delivery and performance of,
this  Agreement  and the Notes, or is required as a condition to the validity or
enforceability  of this Agreement and the Notes, except that the approval of the
VPSB referred to in paragraph 5.8(a) is required (and is all that is required by
any  Governmental  Body)  for  the  making  of  the  Term  Loans
4.4.     BINDING  AGREEMENT.4.4     BINDING  AGREEMENT.  This  Agreement
----     ------------------
constitutes,  and the Notes, when issued and delivered pursuant hereto for value
----     -
received,  will  constitute,  the  valid  and legally binding obligations of the
Company  enforceable  against  the  Company  in accordance with their respective
terms,  except as such enforceability may be limited by equitable principles and
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
     affecting  the  rights  of  creditors  generally.
4.5.     LITIGATION4.5.     LITIGATION.  Except for the matters set forth in the
----     ----------
     Designated  Documents,  there  are  no  actions,  suits  or  arbitration
proceedings  (whether  or  not  purportedly  on  behalf  of  the  Company or any
Subsidiary)  pending  or  to the knowledge of the Company threatened against the
Company  or  any  Subsidiary, or maintained by the Company or any Subsidiary, in
law or in equity before any Governmental Body which, if decided adversely to the
Company  or  such  Subsidiary,  would  have  a  Material Adverse Effect upon the
Company after giving effect to reserves reflected in the Financial Statements or
the  footnotes thereto.  There are no proceedings pending or to the knowledge of
the Company threatened against the Company which call into question the validity
and  enforceability  of this Agreement or the Notes, except that the approval of
the  VPSB  referred  to  in  paragraph  5.8(a)  is  required (and is all that is
required  by  any  Governmental  Body)  for  the  making  of  the  Term  Loans.
4.6.     NON  CONFLICTING AGREEMENTS4.6.     NON CONFLICTING AGREEMENTS.  Except
----     ---------------------------
for  the  matters  set  forth in the Designated Documents, the Company is not in
default  under any agreement to which it is a party or by which it or any of its
Property is bound, the effect of which would have a Material Adverse Effect upon
     the Company.  No provision of the Charter or By-Laws of the Company, and no
provision  of  any  existing  mortgage,  indenture  contract, agreement, statute
(including,  without  limitation,  any  applicable  usury or similar law), rule,
regulation,  judgment,  decree or order binding on the Company or any Subsidiary
could in any way prevent the execution, delivery or carrying out of the terms of
this  Agreement  and the Notes (except that the approval of the VPSB referred to
in paragraph 5.8(a) is required (and is all that is required by any Governmental
Body)  for the making of the Term Loans), and the taking of any such action will
not  constitute  a default under, or result in the creation or imposition of, or
obligation  to create, any Lien not permitted by paragraph 8.2 upon the Property
of  the  Company pursuant to the terms of any such mortgage, indenture, contract
or  agreement.
4.7.     TAXES.4.7.     TAXES.  The  Company has filed or caused to be filed all
----     -----
tax  returns  material to the Company required by law to be filed, and has paid,
or has made adequate provision for the payment of, all taxes shown to be due and
     payable  on  said  returns  or  in any assessments made against it.  No tax
Liens  have  been  filed  and  no claims are being asserted with respect to such
taxes which are required by GAAP to be reflected in the Financial Statements and
are  not  so  reflected  therein.  The  Internal Revenue Service has audited and
settled  upon,  or  the  applicable  statutes  of  limitation have run upon, all
Federal  income  tax  returns of the Company through the tax year ended December
31,  1999,  and,  to the extent required by GAAP, the results of all such audits
are  reflected  in  the  Financial  Statements; provided, however, that the U.S.
                                                -----------------
Internal  Revenue  Service  is  currently  conducting an audit of WPP87, L.P., a
limited  partnership  in  which the Company owns a limited partnership interest,
for  its 1998 tax  year.  The charges, accruals and reserves on the books of the
Company  with  respect  to  all  taxes  are  considered by the management of the
Company  to  be adequate, and the Company knows of no unpaid assessment which is
due  and payable against the Company which would have a Material Adverse Effect,
except  such  thereof  as  are  being contested in good faith and by appropriate
proceedings  diligently  conducted and for which adequate reserves have been set
aside  in  accordance  with  GAAP.
4.8.     FINANCIAL  STATEMENTS4.8.     FINANCIAL  STATEMENTS.  The  Company
----     ---------------------
heretofore  delivered  to each Bank (i) copies of the Consolidated Balance Sheet
----
at  December  31,  2000, and the related Consolidated Statements of Income, Cash
Flows  and  Capitalization  Data  for  the year ended December 31, 2000 and (ii)
copies  of the Consolidated quarterly report of the Company and its Subsidiaries
as  of  March 31, 2001, containing a Consolidated balance sheet and Consolidated
statements  of  income  and  cash flows of the Company and its Subsidiaries (the
statements  in  (i)  and  (ii)  above  being sometimes referred to herein as the
"Financial  Statements").  The  financial statements set forth in (i) above were
audited and reported on by the Accountants on February 2, 2001 and the financial
     statements  set  forth  in  (ii)  above  were prepared by the Company.  The
Financial Statements fairly present the Consolidated financial condition and the
Consolidated results of operations of the Company and its Subsidiaries as of the
dates  and  for  the  periods  indicated  therein,  and  have  been  prepared in
conformity  with  GAAP.  Except  (a)  as  reflected  in the financial statements
specified  in  (i)  above  or  in  the  footnotes  thereto,  or (b) as otherwise
disclosed  to  the  Banks  in a writing specifically referring to this paragraph
4.8,  neither  the Company nor any Subsidiary has any obligation or liability of
any  kind  (whether fixed, accrued, contingent, unmatured or otherwise) which is
material  to the Company and its Subsidiaries on a Consolidated basis and which,
in accordance with GAAP, should have been shown on such financial statements and
were  not,  other than those incurred in the ordinary course of their respective
businesses  since  December  31,  2000.  Since  December  31,  2000, each of the
Company  and  each  Subsidiary  has  conducted its business only in the ordinary
course,  and  as  of the Effective Date, except for the matters set forth in the
Designated  Documents,  there  has  been  no  Material  Adverse  Change.
4.9.     COMPLIANCE  WITH  APPLICABLE  LAWS4.9.     COMPLIANCE  WITH  APPLICABLE
----     ----------------------------------
LAWS.  Except  as set forth in the Designated Documents, neither the Company nor
----
any  Subsidiary  is  in  default  with  respect  to  any  judgment, order, writ,
injunction,  decree  or  decision  of  any  Governmental  Body applicable to the
Company  or  such  Subsidiary which default would have a Material Adverse Effect
upon  the Company.  Except as set forth in the Designated Documents, each of the
Company  and  each  Subsidiary  is  complying  in all material respects with all
applicable  material  statutes  and  regulations  of  all  Governmental  Bodies,
including  ERISA  and  all Environmental Laws, a violation of which would have a
Material  Adverse  Effect  upon  the  Company.
4.10.     GOVERNMENTAL  REGULATIONS4.10.     GOVERNMENTAL  REGULATIONS.  The
-----     -------------------------
Company is not an "Investment Company" as such term is defined in the Investment
-----
     Company  Act  of  1940,  as  amended.
4.11.     PROPERTY.4.11.     PROPERTY  The Company has good and marketable title
-----     --------
     to  all of its Property, title to which is material to the Company, subject
to  no  Lien,  except  as  permitted  by  paragraph  8.2.
4.12.     FEDERAL  RESERVE REGULATIONS4.12     FEDERAL RESERVE REGULATIONS.  The
-----     ----------------------------
Company  is  not  engaged principally, or as one of its important activities, in
the  business  of extending credit for the purpose of purchasing or carrying any
margin stock within the meaning of Regulation U of the Board of Governors of the
     Federal  Reserve  System, as amended.  No part of the proceeds of the Loans
will  be  used  (i)  to  purchase or carry any such margin stock, (ii) to extend
credit  to  others  for  the purpose of purchasing or carrying any margin stock,
(iii)  for  a purpose which violates the provisions of Regulations G, U and X of
the  Board of Governors of the Federal Reserve System, as amended, or (iv) for a
purpose  which  violates  any  other  applicable  law, rule or regulation of any
Governmental  Body.
4.13.     NO MISREPRESENTATION.4.13.     NO MISREPRESENTATION. No representation
-----     --------------------
     or  warranty  contained herein and no certificate or report furnished or to
be  furnished  by  the  Company in connection with the transactions contemplated
hereby,  contains  or  will contain a misstatement of material fact, or omits or
will  omit  to  state a material fact required to be stated in order to make the
statements  herein  or  therein  contained  not  misleading  in the light of the
circumstances  under  which  made.
4.14.     PENSION  PLANS4.14.     PENSION  PLANS.  Each Plan, and to the best of
-----     --------------
the  Company's  knowledge  each Multiemployer Plan, established or maintained by
the  Company and its Subsidiaries, is in material compliance with the applicable
provisions  of  ERISA  and  the  Code, and the Company and its Subsidiaries have
filed  all  material reports required to be filed with respect to each such Plan
by  ERISA  and  the  Code.  The  Company  and  its  Subsidiaries  have  met  all
requirements  with  respect  to  funding the Plans imposed by ERISA or the Code.
Since  the  effective  date  of  ERISA,  there  have not been, nor are there now
existing,  any  events or conditions which would permit any Plan and to the best
of  the  Company's  knowledge  any  Multiemployer  Plan  to  be terminated under
circumstances which would cause the Lien provided under Section 4068 of ERISA to
     attach  to  the  Property of the Company or any of its Subsidiaries.  Since
the  effective  date  of  ERISA,  no  reportable event as defined in Title IV of
ERISA, which constitutes grounds for the termination of any Plan and to the best
of  the  Company's knowledge any Multiemployer Plan, has occurred and no Plan or
any  related  trust  has  been terminated in whole or in part which would have a
Material  Adverse  Effect.
4.15.     PUBLIC  UTILITY  HOLDING  COMPANY ACT.4.15.     PUBLIC UTILITY HOLDING
-----     -------------------------------------
COMPANY  ACT.  The  Company is a public utility holding company under the Public
--
Utility  Holding Company Act of 1935, as amended, (the "Public Utility Act") and
each  of  its  Subsidiaries  are "subsidiaries" of a "holding company" under the
Public  Utility  Act.  The  Company and its Subsidiaries have filed an exemption
statement  under  Section  3(a)(2)  of  the Public Utility Act and are therefore
exempt from the provisions of the Public Utility Act, except for Section 9(a)(2)
     thereof  (which  prohibits  the  acquisition of securities of certain other
utility  companies  without approval of the Securities and Exchange Commission).
4.16.     APPROVALS.4.16.     APPROVALS.  The  Company  has  obtained  all
-----     ---------
authorizations,  approvals  or consents of and made all filings or registrations
-----
with  all  Governmental  Bodies  as  are necessary to be obtained or made by the
Company  for  the  execution,  delivery  or  performance  by the Company of this
Agreement  or  the Notes and all such authorizations, approvals and consents are
in  full  force  and effect, except that the approval of the VPSB referred to in
paragraph  5.8(a)  is  required  for  the  making  of  the  Term  Loans.
4.17.     Reserved.
-----     ---------
4.18.     NO  ADVERSE  CHANGE  OR  EVENT.4.18.     NO  ADVERSE  CHANGE OR EVENT.
-----     ------------------------------
Except for the matters set forth in the Designated Documents, since December 31,
-----
     2000,  no change in the business, assets, liabilities, condition (financial
or  otherwise),  results  of operations or business prospects of the Company has
occurred,  including,  without  limitation  as  a  result of any decision of any
Governmental  Body,  and  no  event  has occurred or failed to occur, including,
without  limitation  as  a result of any decision of any Governmental Body, that
has  had or would reasonably be expected to have, either alone or in conjunction
with  all  other such changes, events and failures, a Material Adverse Effect on
(a)  the  Company  or  (b)  any  Loan  Document.
5.     CONDITIONS OF BORROWING - FIRST BORROWING AND TERM LOAN EFFECTIVE DATE.5.
--     ----------------------------------------------------------------------
CONDITIONS  OF  BORROWING  -  FIRST  BORROWING  AND TERM LOAN EFFECTIVE DATE. In
addition  to  the  requirements set forth in paragraph 6, the obligations of the
Banks to make the first Revolving Credit Loans on the initial Borrowing Date are
subject  to  the fulfillment of the conditions precedent set forth in paragraphs
5.1  through  5.7  below.
5.1.     EVIDENCE OF CORPORATE ACTION.5.1.     EVIDENCE OF CORPORATE ACTION. The
----     ----------------------------
     Agent  shall  have received a certificate, dated the Effective Date, of the
Secretary  or  an  Assistant  Secretary  of the Company (i) attaching a true and
complete  copy of the resolutions of its Board of Directors and of all documents
evidencing  other necessary corporate action (in form and substance satisfactory
to  the  Agent  and  to  Special Counsel) taken by the Company to authorize this
Agreement,  the  Notes  and  the borrowings hereunder, (ii) attaching a true and
complete  copy  of the Charter and the By-Laws of the Company, and (iii) setting
forth  the  incumbency  of  the officer or officers of the Company who sign this
Agreement  and the Notes, including therein a signature specimen of such officer
or officers, together with a certificate of the Secretary of State of Vermont as
to  the  good  standing  of,  and the payment of franchise taxes therein by, the
Company,  together  with  such  other  documents as the Agent or Special Counsel
shall  reasonably  require.
5.2.     REVOLVING CREDIT NOTES.5.2.     REVOLVING CREDIT NOTES. The Agent shall
----     ----------------------
     have  received  and be in possession of the Revolving Credit Notes executed
by  the  duly  authorized  officer  or  officers  of  the  Company.
5.3.     Reserved.
----     --------
5.4.     OPINION  OF  COUNSEL  TO THE COMPANY.5.4.     OPINION OF COUNSEL TO THE
----     ------------------------------------
COMPANY.  The Agent shall have received the opinion of Sheehey Furlong Rendall &
--
Behm  P.C.,  counsel  to the Company, or its successor, if any, addressed to the
Banks  and  to the Agent, dated the Effective Date, substantially in the form of
Exhibit  G-l.
 -----------
5.5.     FEES.5.5.     FEES.  The  fees  of  Special Counsel and the UpFront Fee
----     ----
shall  have  been  paid,  together  with any portion of the Agent's Fees that is
---
required  to  have  been  paid  on  the  Effective  Date.
---
5.6.     CONSENTS,  LICENSES.5.6.     CONSENTS,  LICENSES.  The Agent shall have
----     -------------------
received  a  certificate  of  the Secretary of the Company to the effect that no
--
other  consents,  approvals  or  licenses  are  necessary in connection with the
--
borrowings  hereunder,  except  that  the  approval  of  the VPSB referred to in
--
paragraph  5.8(a)  is  required (and is all that is required by any Governmental
--
Body)  for  the  making  of  the  Term  Loans.
--
5.7.     PROFITABILITY. 5.7.     PROFITABILITY.  The Company shall have provided
----     -------------
     evidence  satisfactory  to the Agent in its discretion that the Company has
performed,  or  expects  to  perform,  for  both  of  the two consecutive fiscal
quarters  ending on June 30, 2001, consistently with the projections provided to
the  Banks  prior  to  the  date  hereof  with  respect  to  fiscal  year  2001.
5.8.     TERM  LOAN  EFFECTIVE  DATE.  5.8.     TERM  LOAN  EFFECTIVE  DATE.  In
----     ---------------------------
addition to the requirements set forth above and in paragraph 6, the obligations
----
     of  the  Banks to make the Term Loans are subject to the fulfillment of the
following  additional  conditions  precedent  (the date on which such additional
conditions  precedent, together with the fulfillment of the other conditions set
forth  above  and  in paragraph 6, the "Term Loan Effective Date", provided that
the  Banks  shall  have  no  obligation  to make the Term Loans if the Term Loan
Effective  Date  has  not  occurred  on  or  before  October  12,  2001):
(A)     VPSB  APPROVAL.  The Agent shall have received true copies for each Bank
---     --------------
of  any required order or orders of the VPSB approving the Term Loans to be made
under  this  Agreement  in  on  the terms and conditions contemplated under this
Agreement,  as  executed and delivered to the Agent by the Company and each Bank
with  no  material  changes to this Agreement.  Such approval shall be final and
shall  no  longer be subject to appeal, shall be in full force and effect, shall
be  in  form  and  substance  satisfactory  to  the  Agent  and Special Counsel.
(B)     CONSENTS,  LICENSES.  The Agent shall have received a certificate of the
---     -------------------
Secretary  of  the  Company  to  the effect that no other consents, approvals or
licenses  are  necessary  in  connection  with  the  borrowings  hereunder.
(C)     ADDITIONAL  LEGAL OPINION.  The Agent shall have received the opinion of
---     -------------------------
Sheehey  Furlong  Rendall & Behm P.C., counsel to the Company, or its successor,
if  any,  addressed to the Banks and to the Agent, dated the Term Loan Effective
Date,  substantially  in  the  form  of  Exhibit  G-2.
                                         ------------
(D)     KEYBANK  CREDIT  FACILITY.  The  Company shall have paid all amounts due
---     -------------------------
under  the  KeyBank  Credit  Facility,  KeyBank's  obligation  to  extend loans,
--
advances, or financial accommodations thereunder shall have been terminated, and
--
the  pledge  of  the  KeyBank  Certificate of Deposit to KeyBank shall have been
terminated.
(E)     TERM LOAN NOTES.  The Company shall have executed and delivered the Term
---     ---------------
Loan  Notes.
6.     CONDITIONS OF BORROWING - ALL BORROWINGS.6.     CONDITIONS OF BORROWING -
--     ----------------------------------------
ALL BORROWINGS. The obligations of the Banks to make all Loans hereunder on each
Borrowing  Date  are  subject  to  the  fulfillment  of the following conditions
precedent:
6.1.     COMPLIANCE.6.1.     COMPLIANCE.  On  each  Borrowing  Date,  and  after
----     ----------
giving  effect  to  the  Loans  to be made on such date (a) the Company and each
----
Subsidiary  shall  be  in  compliance  with  all  of  the  terms,  covenants and
----
conditions of this Agreement, (b) there shall exist no Event of Default, (c) the
----
     representations and warranties contained in this Agreement, or otherwise in
writing  made by the Company in connection herewith shall be true and correct in
all  material  respects  with the same effect as though such representations and
warranties  had  been  made  on  such  Borrowing  Date  (except  such thereof as
specifically  refer to an earlier date), and (d) no event shall have occurred or
failed  to  occur,  that has had or would reasonably be expected to have, either
alone  or  in  conjunction  with  all other such events and failures, a Material
Adverse  Effect  since  the  last  Borrowing  Date.
6.2.     LOAN  CLOSINGS.6.2.     LOAN  CLOSINGS.  All  documents  required  by
----     --------------
paragraphs  5  and  6  of  this Agreement to be executed and/or delivered to the
----
Agent  on  or  before the applicable Borrowing Date shall have been executed and
----
delivered at the office of the Agent set forth in paragraph 11 on or before such
--
     Borrowing  Date.
6.3.     APPROVAL  OF COUNSEL.6.3.     APPROVAL OF COUNSEL. All legal matters in
----     --------------------
connection  with  the  making  of  each  Loan  on  the  Borrowing  Date shall be
reasonably  satisfactory  to  such  counsel  with  whom  the  Agent  may deem it
necessary  to  consult.
6.4.     BORROWING  REQUEST.6.4.     BORROWING  REQUEST.  The  Agent  shall have
----     ------------------
received  a  Borrowing  Request duly executed by the chief financial officer (or
----
the chief executive officer or controller, in the absence of the chief financial
--
     officer)  of  the  Company.
6.5.     OTHER DOCUMENTS.6.5.     OTHER DOCUMENTS. The Agent shall have received
----     ---------------
     such  other  documents  as  the  Agent  shall  reasonably  require.
7.     AFFIRMATIVE  COVENANTS.7.     AFFIRMATIVE  COVENANTS.
--     ----------------------
     The Company covenants and agrees that on and after the Effective Date until
the  later  of  the termination of the Commitments or the payment in full of the
Notes and the performance by the Company of all other obligations of the Company
hereunder,  unless  the  Agent shall otherwise consent in writing as provided in
paragraph  13,  the  Company  will:
7.1.     CORPORATE  EXISTENCE.7.1.     CORPORATE  EXISTENCE.  Maintain  its
----     --------------------
corporate  existence,  in good standing in the jurisdiction of its incorporation
----
or  organization  and  in  each other jurisdiction in which the character of the
Property  owned or leased by it therein or the transaction of its business makes
such qualification necessary, except as otherwise expressly permitted hereunder.
7.2.     TAXES.7.2.     TAXES. Pay and discharge when due all taxes, assessments
----     -----
     and  governmental charges and levies upon the Company, and upon the income,
profits  and  Property  of  the  Company,  which if unpaid would have a Material
Adverse Effect or become a Lien not permitted under paragraph 8.2, unless and to
the  extent  only that such taxes, assessments, charges and levies, (a) shall be
contested  in  good faith and by appropriate proceedings diligently conducted by
the  Company, provided that such reserve or other appropriate provision, if any,
as  shall  be required in accordance with GAAP shall have been made therefor, or
(b)  are  not  in the aggregate material to the financial condition, Property or
operations  of  the  Company.
7.3.     INSURANCE.  7.3.     INSURANCE.  Maintain  insurance  with  financially
----     ---------
sound  insurance  carriers  on  such of its Property in such amounts, subject to
----
such  deductibles  and  self-insured  amounts  and  against  such  risks  as  is
---
customarily  maintained  by  similar  businesses, including, without limitation,
---
public  liability,  workers'  compensation  and  employee  fidelity  insurance.
---
7.4.     PAYMENT OF INDEBTEDNESS AND PERFORMANCE OF OBLIGATIONS.7.4.     PAYMENT
----     ------------------------------------------------------
     OF  INDEBTEDNESS AND PERFORMANCE OF OBLIGATIONS. Pay and discharge promptly
as  and  when  due  all  lawful  indebtedness, obligations and claims for labor,
materials and supplies or otherwise (including, without limitation, Funded Debt)
which, if unpaid, would (a) have a Material Adverse Effect, or (b) become a Lien
not  permitted by paragraph 8.2, provided that the Company shall not be required
to  pay  and discharge or cause to be paid and discharged any such indebtedness,
obligation  or  claim so long as the validity thereof shall be contested in good
faith  and  by  appropriate proceedings diligently conducted by the Company, and
further  provided  that  such reserve or other appropriate provision as shall be
required  in  accordance  with  GAAP  shall  have  been  made  therefor.
7.5.     OBSERVANCE  OF  LEGAL  REQUIREMENTS7.5.     OBSERVANCE  OF  LEGAL
----     ---------------------------------------     ---------------------
REQUIREMENTS;  ERISA.  Observe  and comply, and cause each Subsidiary to observe
----     ------------
and  comply,  in  all  material  respects with all laws (including ERISA and all
Environmental  Laws),  ordinances,  orders,  judgments,  rules,  regulations,
certifications,  franchises,  permits,  licenses, directions and requirements of
all Governmental Bodies, which now or at any time hereafter may be applicable to
     the  Company or such Subsidiary, a violation of which would have a Material
Adverse  Effect  upon  the Company, except such thereof as shall be contested in
good faith and by appropriate proceedings diligently conducted by the Company or
such  Subsidiary,  provided that such reserve or other appropriate provision, if
any, as shall be required in accordance with GAAP shall have been made therefor.
7.6.     FINANCIAL  STATEMENTS  AND  OTHER  INFORMATION.7.6.     FINANCIAL
----     ----------------------------------------------
STATEMENTS  AND  OTHER  INFORMATION.  Furnish  to  the  Agent  and  the  Banks:
----
(a)     as  soon as available, but in no event more than 90 days after the close
of  each  fiscal year of the Company, copies of its audited Consolidated Balance
Sheet  and  the related audited Consolidated Statements of Income, Shareholders'
Equity  and  Changes in Financial Position for such fiscal year setting forth in
each case in comparative form the corresponding figures for the preceding fiscal
     year  all  reported  by  the Accountants which report shall state that said
financial  statements  fairly  present  the  financial  position  and results of
operations  of  the  Company as at the end of and for such fiscal year except as
specifically  stated  therein,  as  of  and through the end of such fiscal year,
prepared  in  accordance  with  GAAP  and  accompanied  by a report with respect
thereto  of the Accountants, together with a certificate signed on behalf of the
Company  by  the  principal  financial officer thereof to the effect that having
read  this Agreement, and based upon an examination which in the opinion of such
officer was sufficient to enable such officer to make an informed statement, (x)
such  statements  fairly  present  the  financial  position  and  results of the
operations  of  the  Company and its Subsidiaries on a Consolidated basis to the
best  of  such  officer's  knowledge,  and  (y)  nothing  came to such officer's
attention  which  caused  such  officer  to believe that an Event of Default has
occurred, or if an Event of Default has occurred, stating the facts with respect
thereto  and  whether  the  same  has  been  cured  prior  to  the  date of such
certificate,  and,  if  not,  what  action  is proposed to be taken with respect
thereto;
(b)     as  soon as available, but in no event more than 45 days after the close
of  each  quarter (except the last quarter) of each fiscal year of the Company a
Consolidated  Balance Sheet and Consolidated Statements of Income and Changes in
Financial Position of the Company and its Subsidiaries as of and through the end
of  such quarter, together with a certificate signed on behalf of the Company by
the  principal  financial  officer  thereof  to the effect that having read this
Agreement,  and  based  upon an examination which in the opinion of such officer
was  sufficient  to  enable such officer to mike an informed statement, (x) such
statements  fairly  present the financial position and results of the operations
of  the Company and its Subsidiaries on a Consolidated basis to the best of such
officer's  knowledge,  and  (y)  nothing  came to such officer's attention which
caused  such  officer to believe that an Event of Default has occurred, or if an
Event  of  Default  has  occurred,  stating  the  facts with respect thereto and
whether  the  same has been cured prior to the date of such certificate, and, if
not,  what  action  is  proposed  to  be  taken  with  respect  thereto;
(c)     prompt  notice  if:  (x)  any  obligation of the Company (other than its
obligations  under  this  Agreement  or  the  Notes)  for a payment in excess of
$500,000  of any Funded Debt is not paid when due or within any grace period for
the  payment thereof or is declared or shall become due and payable prior to its
stated  maturity,  or  (y)  to  the knowledge of any Authorized Signatory of the
Company there shall occur and be continuing an event which constitutes, or which
with  the  giving  of  notice or the lapse of time, or both, would constitute an
event  of default (or, in the case of this Agreement, an Event of Default) under
any  agreement  with  respect  to  Funded  Debt  of  the Company (including this
Agreement);
(d)     prompt  written  notice  in  the  event  that  (i)  the  Company  or any
Subsidiary  shall  fail to make any payments when due and payable under any Plan
or  Multiemployer  Plan,  or  (ii)  the  Company or any Subsidiary shall receive
notice  from  the  Internal  Revenue Service or the Department of Labor that the
Company  or  such  Subsidiary  shall  have  failed  to  meet the minimum funding
requirements  of  any  Plan or Multiemployer Plan, including therewith a copy of
such  notice;
(e)     promptly  upon  becoming  available,  copies of all regular, periodic or
special  reports  or  other material which may be filed with or delivered by the
Company  to  the  Securities  and Exchange Commission, or any other Governmental
Body  succeeding  to  the  functions  thereof;
(f)     prompt  written notice in the event the Debt Rating of the Company shall
change  or  the  Company  shall  have  no  Debt  Rating;
(g)     prompt  written notice and a copy of any Environmental Notice excluding,
however,  any  such Environmental Notices relating to the Pine Street canal site
in  Burlington,  Vermont  (the  "Pine  Street  Site")  if  the  effect  of  such
Environmental  Notice  relating  to the Pine Street Site (i) does not change the
status  of the Pine Street Site as it exists as of the date hereof as it relates
to  the  Company  and  (ii)  would  not  have  a  Material  Adverse  Effect;
(h)     a  certificate of the Company, dated the date of each such annual report
or  quarterly  report required pursuant to paragraphs 7.6(a) and (b), and signed
on  behalf  of  the  Company  by  the  President, chief financial officer, chief
accounting  officer  or  Treasurer,  which  sets forth all relevant calculations
needed  to  determine  whether  the  Company is in compliance with paragraph 8.8
hereof,  which calculations are based on the most recent fiscal quarter required
to  be  supplied  pursuant  to  paragraphs  7.6(a)  and  (b);  and
(i)     such  other  information  and  reports  relating  to  the affairs of the
Company  and its Subsidiaries, as the Agent or any Bank at any time or from time
to  time  may  reasonably  request.
7.7.     INSPECTION.7.7.     INSPECTION.  Permit representatives of the Agent or
----     ----------
any  Bank  to visit the offices of the Company, to examine the books and records
thereof  and to make copies or extracts therefrom, and to discuss the affairs of
the  Company  with  the  officers, including the financial officers, thereof, at
reasonable  times,  at  reasonable  intervals  and with reasonable prior notice.
7.8.     Reserved.
7.9.     Reserved.
----     ---------
8.     NEGATIVE  COVENANTS.8.     NEGATIVE  COVENANTS. The Company covenants and
--     -------------------
agrees that from the Effective Date until the later of the termination of all of
the  Commitments  or the payment in full of all of the Notes and the performance
by  the  Company  of  all other obligations of the Company hereunder, unless the
Agent  shall  otherwise  consent  in  writing  as  provided in paragraph 13, the
Company  will  not:
8.1.     FUNDED  DEBT.8.1     FUNDED  DEBT.  Create, incur, assume, guarantee or
----     ------------
suffer  to  exist  any Short-Term Funded Debt (excluding the Loans) in excess of
--
$500,000,  individually  or  in the aggregate, excluding, however, the Company's
--
payment obligations meeting the capital lease accounting requirements under SFAS
--
     13  pursuant  to  certain thirty-year support agreements among the Company,
VELCO  and  other  New England Power Pool members and Hydro-Quebec in connection
with the construction of the second phase of the interconnection between the New
England  electric  systems  and  that of Hydro-Quebec, other than: (a) until the
Term  Loan  Effective Date, Short-Term Funded Debt up to the principal amount of
$15,000,000  under  the  KeyBank  Credit Facility, or (b) Short-Term Funded Debt
permitted  or  allowed  in  connection with the provisions of the First Mortgage
Bonds specifically relating to restrictions on Funded Debt, which provisions are
incorporated  by  reference  herein  as  if  fully  set  forth  herein.
8.2.     LIENS.8.2.     LIENS. Create, incur, assume or suffer to exist any Lien
----     -----
     upon  any  of  its  Property,  whether  now owned or hereafter acquired, to
secure  any  indebtedness  or  other obligation, except for Liens existing as of
April  13,  1998 and arising in connection with the First Mortgage Bonds, except
for  the  following:
(i)     materialmens',  mechanics', suppliers', tax and other like Liens arising
in  the  ordinary course of business securing obligations which are not overdue,
or  if  overdue are being contested in good faith by appropriate proceedings and
then  only  to  the  extent that the Company has set aside on its books adequate
reserves  therefor  in  accordance  with  GAAP  and such contest does not have a
Material Adverse Effect; Liens arising in connection with workers' compensation,
     unemployment  insurance,  and  appeal  and  release  bonds, and other Liens
incident  to the conduct of business or the operation of property and assets and
not incurred in connection with the obtaining of any advance or credit and which
Liens  do  not,  or  would  not,  have  a  Material  Adverse  Effect;
(ii)     Liens  arising  out  of  judgments  or  awards against the Company with
respect  to  which  at  the  time  an  appeal  or proceeding for review is being
prosecuted in good faith and with respect to which there shall have been secured
a stay of execution pending such appeal or proceeding for review and which Liens
do  not,  or  would  not,  have  a  Material  Adverse  Effect;
(iii)     any  other  Liens  not  in  excess  of  $500,000 in the aggregate; and
(iv)     until  the Term Loan Effective Date, Liens to secure obligations on the
KeyBank  Credit  Facility  on  the  KeyBank  Certificate  of  Deposit.
8.3.     MERGERS  AND  CONSOLIDATIONS.8.3.     MERGERS  AND  CONSOLIDATIONS.
----     ----------------------------
Consolidate  with  or  merge  into  any  other  Person.
----
8.4.     SALE  OF  PROPERTY.8.4     SALE  OF  PROPERTY. Sell, lease or otherwise
----     ------------------
dispose  of any significant part of its Property (including, without limitation,
---
the  right to receive income), except (i) in the ordinary course of business and
(ii)  obsolete  or  worn  out  Property which is no longer used or useful to the
Company.
8.5.     DIVIDENDS;  DISTRIBUTIONS.8.5.     DIVIDENDS; DISTRIBUTIONS. Declare or
----     -------------------------
pay any dividends (other than dividends payable in shares of common stock of the
     Company)  on,  or  make any other distribution in respect of, any shares of
any  class  of  capital  stock  of  the Company, or apply any of its property or
assets  to, or set aside any sum for, the payment, purchase, redemption or other
acquisition  or  retirement  of, any shares of any class of capital stock of the
Company,  if,  after  giving  effect to such dividend or other distribution, the
result  of  such  dividend  or  other distribution would have a Material Adverse
Effect.
8.6.     GUARANTIES.8.6.     GUARANTIES.  Except  as  set forth in the Financial
----     ----------
Statements,  the  Company  shall  not guarantee, endorse or otherwise in any way
--
become  or be responsible for obligations of any other Person (including without
--
limitation  any  officer,  director,  employee or stockholder of the Company) in
excess  of  $500,000  in  the  aggregate,  whether  by agreement to purchase the
indebtedness  of  any other Person or through the purchase of goods, supplies or
services,  or maintenance of working capital or other balance sheet covenants or
conditions,  or  by way of stock purchase, capital contribution, advance or loan
for  the purpose of paying or discharging any indebtedness or obligation of such
other Person or otherwise, unless the same is permitted or allowed in connection
     with  the  provisions  of the First Mortgage Bonds specifically relating to
the  same, which provisions are incorporated by reference herein as if fully set
forth  herein.
8.7.     AMENDMENT  OF  CHARTER  OR  BY-LAWS.8.7.     AMENDMENT  OF  CHARTER  OR
----     -----------------------------------
BY-LAWS. The Company shall not amend its Charter or By-Laws or change its fiscal
----
     year  end  if the result of any such amendment or change in its fiscal year
end  would  adversely  affect or otherwise impair the rights and remedies of the
Banks  hereunder  or  under  any  other  Loan  Document.
8.8.     FUNDED  DEBT  TO  CAPITALIZATION  TEST.8.8.     FUNDED  DEBT  TO
----     --------------------------------------
CAPITALIZATION  TEST. Permit the total amount of Funded Debt to exceed fifty-two
----     ---
percent  (52%)  of  Total  Capitalization.
9.     EVENTS  OF  DEFAULT.9.     EVENTS  OF  DEFAULT.  The following shall each
constitute  an  Event  of  Default  hereunder:
(a)     the  failure  of  the  Company  to  pay (i) any amounts of principal due
hereunder  or under the Notes when such amounts are due or declared due, or (ii)
any other amounts, including interest and fees, due hereunder or under the Notes
     within  five  (5) Business Days after such amounts are due or declared due,
in  any  case  whether  at  stated  maturity  by  acceleration  or  otherwise;
(b)     the  failure  of  the  Company  to  observe  or  perform any covenant or
agreement contained in paragraph 8 and, with respect to paragraph 8.2 only, such
failure  shall  have continued unremedied for a period of five (5) Business Days
after  the  Company  knows,  or  should  have  known,  of  such  default;  or
(c)     the  failure  of  the  Company  to  observe  or  perform any other term,
covenant,  or  agreement contained in this Agreement and such failure shall have
continued  unremedied  for  a period of 10 days after written notice, specifying
such  failure  and  requiring  it  to  be remedied, shall have been given to the
Company  by  the  Agent;  or
(d)     any  material  representation  or  warranty  made  herein  or  in  any
certificate,  report,  or  notice  delivered  or  to be delivered by the Company
pursuant hereto, shall prove to have been incorrect in any material respect when
made;  or
(e)     if the Company shall default (as principal or guarantor, surety or other
obligor)  in the payment of any principal of, or premium, if any, or interest on
any  Funded  Debt in excess of $1,000,000 (other than its obligations under this
Agreement and the Notes), or with respect to any of the terms of any evidence of
such  indebtedness  or of any agreement relating thereto, and such default shall
entitle  the  holder  of  such  indebtedness to accelerate the maturity thereof,
unless,  in  the  case  of  any  non-payment  default,  such  default  has  been
affirmatively  waived  by  or  on  behalf of the holder of such indebtedness; or
(f)     the  Company  shall (i) make an assignment for the benefit of creditors,
(ii)  admit  in  writing  its  inability  to pay its debts as they become due or
generally  fail  to  pay  its  debts  as they become due, (iii) file a voluntary
petition  in bankruptcy, (iv) become insolvent (however such insolvency shall be
evidenced),  (v)  file  any  petition  or  answer  seeking  for  itself  any
reorganization,  arrangement,  composition, readjustment of debt, liquidation or
dissolution  or  similar  relief  under  any  present  or future statute, law or
regulation  of  any jurisdiction, (vi) petition or apply to any tribunal for any
trustee,  receiver,  custodian,  liquidator  or fiscal agent for any substantial
part  of  its  Property,  (vii)  be the subject of any proceeding referred to in
clause  (vi)  above or an involuntary bankruptcy petition filed against it which
remains  undischarged  for a period of 60 days, (viii) file any answer admitting
or  not  contesting  the material allegations of any such petition filed against
it,  or  of  any  order,  judgment or decree approving such petition in any such
proceeding, (ix) seek, approve, consent to, or acquiesce in any such proceeding,
or in the appointment of any trustee, receiver, custodian, liquidator, or fiscal
agent  for  it,  or any substantial part of its Property, or an order is entered
appointing any such trustee, receiver, custodian, liquidator or fiscal agent and
such  order  remains  in  effect for 60 days, (x) take any formal action for the
purpose  of  effecting  any  of  the  foregoing or looking to the liquidation or
dissolution  of  the Company or (xi) suspend or discontinue its business (except
as  otherwise  expressly  permitted  herein);  or
(g)     an  order  for relief is entered under the United States bankruptcy laws
or  any  other  decree  or  order  is entered by a court having jurisdiction (i)
adjudging  the  Company  a  bankrupt or insolvent, or (ii) approving as properly
filed a petition seeking reorganization, liquidation, arrangement, adjustment or
composition  of  or in respect of the Company under the United States bankruptcy
laws  or  any  other  applicable  Federal  or  state  law, or (iii) appointing a
trustee,  receiver,  custodian,  liquidator,  or  fiscal agent (or other similar
official)  of  the  Company  or of any substantial part of its Property, or (iv)
ordering  the  winding  up  or  liquidation  of  the  affairs of the Company; or
(h)     judgments  or decrees against the Company in excess of $3,000,000 in the
aggregate (excluding such judgments or decrees which are insured and as to which
the  insurer  has  admitted  liability)  or for an aggregate amount in excess of
$6,000,000  (whether  or  not  insured) shall remain unpaid, unstayed on appeal,
undischarged,  unbonded  or  undismissed  for  a  period  of  30  days;  or
(i)     any  fact  or circumstance, including any Reportable Event as defined in
Title IV of ERISA, at a time when there exists an underfunding of the Plan in an
amount  in  excess of $500,000, which constitutes grounds for the termination of
any Plan by the PBGC or for the appointment of a trustee to administer any Plan,
shall  have  occurred  and  be  continuing  for  a  period  of  30  days;  or
(j)     the  occurrence  of  a  Material  Adverse  Change;  or
(k)     the  occurrence  of any Event of Default (other than an Event of Default
which  is  waived  by the party or parties entitled to take remedial action upon
the  occurrence of such Event of Default) under any of the other Loan Documents,
or  any  other  document  or  instrument evidencing, securing or relating to the
liabilities  or obligations of the Company to the Banks hereunder or thereunder.
     Upon the occurrence and during the continuance of an Event of Default under
this  paragraph  9,  the  Agent,  upon  the request of the Majority Banks, shall
notify the Company that the Commitments have been terminated and that the Notes,
all  accrued  interest  thereon and all other amounts owing under this Agreement
are  immediately  due and payable, provided that upon the occurrence of an event
specified  in  paragraphs  9(f)  or  9(g),  the  Commitments shall automatically
terminate  and  the  Notes (with accrued interest thereon) and all other amounts
owing  under  this  Agreement  shall  become immediately due and payable without
notice  to  the  Company.  Except  for any notice expressly provided for in this
paragraph  9,  the  Company  hereby  expressly  waives  any presentment, demand,
protest,  notice  of  protest  or  other notice of any kind.  The Company hereby
further expressly waives and covenants not to assert any appeasement, valuation,
stay,  extension,  redemption  or  similar laws, now or at any time hereafter in
force  which  might  delay,  prevent  or  otherwise  impede  the  performance or
enforcement  of  this  Agreement  or  the  Notes.
In  the  event  that  the  unpaid  principal  balance  of the Notes, all accrued
interest  thereon  and  all  other amounts owing under this Agreement shall have
been  declared  due  and payable pursuant to the provisions of this paragraph 9,
the  Agent  may,  and,  upon  (i) the request of the Majority Banks and (ii) the
providing by all of the Banks to the Agent of an indemnity in form and substance
satisfactory to the Agent in accordance with paragraph 10.3 against all expenses
and  liabilities,  shall,  proceed  to  enforce the rights of the holders of the
Notes  by  suit  in  equity, action at law and/or other appropriate proceedings,
whether  for  payment  or  the specific performance of any covenant or agreement
contained  in  this  Agreement  or  the  Notes.  The Agent shall be justified in
failing  or  refusing to take any action hereunder and under the Notes unless it
shall  be indemnified to its satisfaction by the Banks pro rata according to the
aggregate  outstanding  principal  balance  of  the  Notes  against  any and all
liabilities  and  expenses  which  may  be incurred by it by reason of taking or
continuing to take any such action.  In the event that the Agent, having been so
indemnified,  or not being indemnified to its satisfaction, shall fail or refuse
so  to  proceed, any Bank shall be entitled to take such action as it shall deem
appropriate to enforce its rights hereunder and under its Notes with the consent
of  the  Majority Banks, it being understood and intended that no one or more of
the  holders of the Notes shall have any right to enforce payment thereof except
as  provided  in  this  paragraph  9  and  in  paragraph  12.
     If  an  Event  of  Default shall have occurred and shall be continuing, the
Agent  may,  and  at the request of the Majority Banks shall, notify the Company
(by telephone or otherwise) that all or such lesser amount as the Majority Banks
shall  designate of the outstanding LIBOR Loans automatically shall be converted
to  Alternate  Base  Rate  Loans,  in which event such LIBOR Loans automatically
shall  be  converted  to  Alternate  Base  Rate Loans on the date such notice is
given.  If  such  notice  is given, notwithstanding anything in paragraph 2.7 to
the contrary, no Alternate Base Rate Loan may be converted to a LIBOR Loan if an
Event  of  Default  has occurred and is continuing at the time the Company shall
notify  the  Agent  of  its  election  to  so  convert.
10.     THE  AGENT.10.     THE AGENT. The Banks and the Agent agree by and among
themselves  that:
10.1.     APPOINTMENT.10.1.     APPOINTMENT.  FNB  is  hereby  irrevocably
-----     -----------
designated the Agent by each of the other Banks to perform such duties on behalf
-----
     of  the  other  Banks and itself, and to have such powers, as are set forth
herein  and  as  are  reasonably  incidental  thereto.
10.2.     DELEGATION  OF  DUTIES,  ETC.10.2.     DELEGATION  OF DUTIES, ETC. The
-----     ----------------------------
Agent  may  execute  any  duties  and perform any powers hereunder by or through
---
agents or employees, and shall be entitled to consult with legal counsel and any
---
     accountant  or  other  professional  selected  by  it.  Any action taken or
omitted  to  be  taken or suffered in good faith by the Agent in accordance with
the  opinion  of  such counsel or accountant or other professional shall be full
justification  and  protection  to  the  Agent.
10.3.     INDEMNIFICATION.10.3.     INDEMNIFICATION.  The  Banks  agree  to
-----     ---------------
indemnify the Agent in its capacity as such, to the extent not reimbursed by the
-----
     Company,  pro  rata  according  to  their  respective Commitments, from and
against  any  and  all  claims,  liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgement,  suits, costs, expenses or disbursements of any
kind  or  nature  whatsoever  which  may be imposed on, incurred by, or asserted
against the Agent in any way relating to or arising out of this Agreement or the
Notes  or  any  action taken or omitted to be taken or suffered in good faith by
the Agent hereunder or thereunder, provided that no Bank shall be liable for any
portion  of  any  of  the foregoing items resulting from the gross negligence or
willful misconduct of the Agent.  Without limitation of the foregoing, each Bank
agrees  to reimburse the Agent promptly for its pro-rata share of any reasonable
out-of-pocket  expenses  (including  counsel  fees)  incurred  by  the  Agent in
connection with the preparation, execution, administration or enforcement of, or
legal  advice in respect of rights or responsibilities under, this Agreement and
the  Notes,  to  the extent that the Agent, having sought reimbursement for such
expenses  from  the  Company,  is  not  promptly reimbursed by the Company.  Any
reference  herein  and  in  any document executed in connection herewith, to the
Banks  providing  an  indemnity  in form and substance satisfactory to the Agent
prior  to  the Agent taking any action hereunder shall be satisfied by the Banks
executing  an  agreement  confirming  their  agreement to promptly indemnify the
Agent  in  accordance  with  this  paragraph  10.3.
10.4.     EXCULPATORY  PROVISIONS.10.4.     EXCULPATORY  PROVISIONS.  Neither
-----     -----------------------
Agent,  nor any of its officers, directors, employees or agents, shall be liable
-----
for  any action taken or omitted to be taken or suffered by it or them hereunder
or  under  the  Notes, or in connection herewith or therewith, including without
limitation  any  action  taken  or  omitted  to  be taken in connection with any
telephonic communication pursuant to paragraph 2.3 hereof, except that the Agent
     shall  be  liable  for its own gross negligence or willful misconduct.  The
Agent  shall  not be liable in any manner for the effectiveness, enforceability,
collectibility,  genuineness, validity or the due execution of this Agreement or
the  Notes,  or  for  the  due  authorization,  authenticity  or accuracy of the
representations  and  warranties  contained  herein or in any other certificate,
report,  notice,  consent, opinion, statement, or other document furnished or to
be  furnished hereunder, and the Agent shall be entitled to rely upon any of the
foregoing  believed  by it to be genuine and correct and to have been signed and
sent  or  made  by  the proper Person.  The Agent shall not be under any duty or
responsibility  to  any  Bank to ascertain or to inquire into the performance or
observance  by  the Company or any Subsidiary of any of the provisions hereof or
of the Notes or of any document executed and delivered in connection herewith or
therewith.  Each  Bank  expressly  acknowledges  that the Agent has not made any
representations  or warranties to it and that no act taken by the Agent shall be
deemed  to  constitute  any representation or warranty by the Agent to any Bank.
Each  Bank  acknowledges that it has taken and will continue to take such action
and  has made and will continue to make such investigation as it deems necessary
to  inform  itself  of  the affairs of the Company and each Subsidiary, and each
Bank acknowledges that it has made and will continue to make its own independent
investigation  of  the  creditworthiness  and the business and operations of the
Company  and its Subsidiaries, and that, in entering into this Agreement, and in
agreeing  to  make  its  Loans,  it  has  not  relied and will not rely upon any
information  or  representations  furnished  or  given by the Agent or any other
Bank.
10.5.     AGENT  IN  ITS  INDIVIDUAL  CAPACITY.10.5.     AGENT IN ITS INDIVIDUAL
-----     ------------------------------------
CAPACITY. With respect to its Loans and any renewals, extensions or deferrals of
---
     the  payment  thereof and any Note issued to or held by it, the Agent shall
have the same rights and powers hereunder as any Bank, and may exercise the same
as  though  it  were not the Agent, and the term "Bank" or "Banks" shall, unless
the  context  otherwise  requires, include the Agent in its individual capacity.
FNB  and  its affiliates may accept deposits from, lend money to, act as trustee
or  other  fiduciary  in  connection  with  transactions,  including,  without,
limitation,  interest  rate  hedging  agreements  or instruments, involving, and
otherwise  engage  in  any  business with the Company and its affiliates and any
Person  who  may  do  business  with  or  own  securities  of the Company or any
affiliate of the Company, all as if FNB were not the Agent hereunder and without
any  obligation  to  account  or  report  therefor  to  any  Bank.
10.6.     KNOWLEDGE  OF  DEFAULT.10.6.     KNOWLEDGE OF DEFAULT. It is expressly
-----     ----------------------
understood  and  agreed that the Agent shall be entitled to assume that no Event
of  Default  has occurred and is continuing, unless the offices of the Agent who
are  responsible  for  matters  concerning  this  Agreement  shall  have  actual
knowledge  of  such  occurrence or shall have been notified in writing by a Bank
that such Bank considers that an Event of Default has occurred and is continuing
     and  specifying  the  nature  thereof.
     In the event the Agent shall have acquired actual knowledge of any Event of
Default,  it  shall  promptly  give  notice  thereof  to  the  Banks.
10.7.     RESIGNATION  OF  AGENT.10.7.     RESIGNATION  OF AGENT. If at any time
-----     ----------------------
the  Agent  deems it advisable, in its sole discretion, it may submit to each of
--
the  Banks  a  written  notification  of  its  resignation  as  Agent under this
Agreement,  such  resignation to be effective on the earlier to occur of (a) the
forty-fifth  (45th) day after the date of such notice or (b) the date upon which
a  successor  Agent  accepts  its  appointment as successor Agent.  If the Agent
resigns  hereunder,  the Company shall have the right to appoint, with the prior
written  approval  of  the  Banks,  which  approval  shall  not  be unreasonably
withheld,  a  successor  Agent  hereunder,  provided,  however  that  upon  the
occurrence  and  during  the continuance of an Event of Default, the Banks shall
have  the right to appoint such successor Agent hereunder without the consent or
approval  of  the  Company.  The  successor  Agent shall be a commercial bank or
other  financial  institution  organized  under the laws of the United States of
America  or of any State thereof and having a combined capital and surplus of at
least  $100,000,000.  Upon  the acceptance of any appointment as Agent hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and become
     vested  with  all  the  rights,  powers, privileges and duties of the Agent
hereunder,  and  the  retiring Agent shall be discharged from any further duties
and  obligations  under  this  Agreement.  The  Company  and  the Banks agree to
execute  such documents as shall be necessary to effect such appointment.  After
the  retiring  Agent's  resignation or removal hereunder, the provisions of this
paragraph 10 shall inure to its benefit as to any actions taken or omitted to be
taken  by  it  while  the  Agent under this Agreement.  If at any time hereunder
there shall not be a duly appointed and acting Agent, the Company agrees to make
each  payment  due  hereunder and under the Notes directly to the Banks entitled
thereto.
10.8.     REQUESTS  TO  THE  AGENT.10.8.     REQUESTS TO THE AGENT. Whenever the
-----     ------------------------
Agent  is  authorized and empowered hereunder on behalf of the Banks to give any
--
approval  or  consent,  or  to  make any request, or to take any other action on
behalf  of  the  Banks,  the  Agent  shall  be required to give such approval or
consent,  or  to  make  such  request  or to take such other action only when so
requested  in  writing by the Majority Banks subject, however, to the provisions
of  paragraph  13.
11.     NOTICES.11.     NOTICES.
---     -------
11.1.     MANNER  OF  DELIVERY.11.1.     MANNER OF DELIVERY. Except as otherwise
-----     --------------------
specifically  provided  herein,  all notices and demands shall be in writing and
shall  be mailed by certified mail return receipt requested or sent by telegram,
telecopy  or  telex or delivered in person or by nationally recognized overnight
courier, and all statements, reports, documents, consents, waivers, certificates
     and  other  papers  required  to  be delivered hereunder shall be mailed by
first-class  mail or delivered in person, in each case to the respective parties
to  this  Agreement  as  follows:
     if  to  the  Company,  to:
Green  Mountain  Power  Corporation
163  Acorn  Lane
Colchester,  Vermont  05446-6611
Attention:  Nancy  Rowden  Brock,  CFO
Telephone:  (802)  655-8451
     Telecopy:  (802)  655-8406
     with  a  copy  to:
Christopher  Gannon,  Esq.
Sheehey  Furlong  Rendall  &  Behm  P.C.
30  Main  Street
P.O.  Box  66
Burlington,  Vermont  05402
Telephone:  (802)  864-9891
Telecopy:  (802)  864-6815

     if  to  the  Agent,  to:
Fleet  National  Bank
100  Federal  Street
Mail  Stop:  MA  DE  1000  8A
Boston,  Massachusetts  02110
Attention:  Robert  Lanigan,  Managing  Director
Telephone:  (617)  434-6515
     Telecopy:  (617)  434-3652
     with  a  copy  to:
Joseph  F.  Ryan,  Esq.
Brown,  Rudnick,  Freed  &  Gesmer,  P.C.
One  Financial  Center
Boston,  MA  02111
Telephone:  (617)  856-8200
Telecopy:  (617)  856-8201

     if  to  the  Banks,  to:
Fleet  National  Bank
100  Federal  Street
Mail  Stop:  MA  DE  1000  8A
Boston,  Massachusetts  02110
Attention:  Robert  Lanigan,  Managing  Director
Telephone:  (617)  434-6515
Telecopy:  (617)  434-3652
     with  a  copy  to:
Joseph  F.  Ryan,  Esq.
Brown,  Rudnick,  Freed  &  Gesmer,  P.C.
One  Financial  Center
Boston,  MA  02111
Telephone:  (617)  856-8200
Telecopy:  (617)  856-8201

KeyBank  National  Association
149  Bank  Street
Burlington,  VT  05402
Attention:  John  W.  Kingston,  Senior  Vice  President
Telephone:  (802)  660-4474
Telecopy:  (802)  864-6908


or  to  such  other  Person  or address as a party hereto shall designate to the
other parties hereto from time to time in writing forwarded in like manner.  Any
notice  or demand given in accordance with the provisions of this paragraph 11.1
shall  be effective when received and any consent, waiver or other communication
given  in  accordance  with  the  provisions  of  this  paragraph  11.1 shall be
conclusively  deemed to have been received by a party hereto and to be effective
on the day on which received by such party at its address specified above or, if
sent by first class mail, on the third Business Day after the day when deposited
in  the  mail,  postage  prepaid,  and  addressed to such party at such address,
provided that a notice of change of address shall be deemed to be effective when
actually  received.
11.2.     DISTRIBUTION  OF COPIES.11.2.     DISTRIBUTION OF COPIES. Whenever the
-----     -----------------------
Company  is  required to deliver any statement, report, document, certificate or
other paper (other than Borrowing Request or Conversion/Continuation Request) to
     the  Agent, the Company shall simultaneously deliver a copy thereof to each
Bank.
11.3.     NOTICES  BY  THE  AGENT  OR A BANK.11.3.     NOTICES BY THE AGENT OR A
-----     ----------------------------------
BANK.  In  the  event  that  the Agent or any Bank takes any action or gives any
---
consent or notice provided for by this Agreement, notice of such action, consent
---
     or  notice  shall  be  given forthwith to all the Banks by the Agent or the
Bank  taking  such  action  or  giving such consent or notice, provided that the
failure to give any such notice shall not invalidate any such action, consent or
notice  in  respect  of  the  Company.
12.     RIGHT OF SET-OFF.12.     RIGHT OF SET-OFF. Regardless of the adequacy of
any  collateral,  upon the occurrence and during the continuance of any Event of
Default, each Bank is hereby expressly and irrevocably authorized by the Company
at  any  time  and from time to time, without notice to the Company, to set-off,
appropriate,  and  apply  all  moneys,  securities  and  other  Property and the
proceeds thereof now or hereafter held or received by or in transit to such Bank
from  or  for  the  account  of  the  Company,  whether for safekeeping, pledge,
transmission,  collection  or  otherwise,  and  also  upon  any and all deposits
(general  and  special),  account  balances and credits of the Company with such
Bank  at any time existing against any and all obligations of the Company to the
Banks  and  to  each of them arising under this Agreement and the Notes, and the
Company  shall  continue  to  be  liable  to  each  Bank for any deficiency with
interest  at  the  rate  or rates set forth in subparagraph 2.8(c).  Each of the
Banks  agrees  with each other Bank that (a) if an amount to be set off is to be
applied  to  any obligations of the Company to such Bank, other than obligations
evidenced  by  the Notes held by such Bank, such amount shall be applied ratably
to  such  other  obligations  and to the obligations evidenced by all such Notes
held  by  such Bank and (b) if such Bank shall receive from the Company, whether
by  voluntary  payment,  exercise  of  the  right of setoff, counterclaim, cross
action,  enforcement  of  the  claim evidenced by the Notes held by such Bank by
proceedings  against  the  Company  at  law  or in equity or by proof thereof in
bankruptcy, reorganization, liquidation, receivership or similar proceedings, or
otherwise,  and  shall retain and apply to the payment of the Note or Notes held
by  such  Bank  any  amount  in  excess  of  its ratable portion of the payments
received by all of the Banks with respect to the Notes held by all of the Banks,
such  Bank will make such disposition and arrangements with the other Banks with
respect  to  such excess, either by way of distribution, pro tanto assignment of
claims,  subrogation  or  otherwise  as  shall  result in each Bank receiving in
respect  of  the  Notes  held  by  each  Bank,  its  proportionate  payment  as
contemplated  by this Agreement; provided that if all or any part of such excess
payment  is  thereafter  recovered  from  such  Bank,  such  disposition  and
arrangements  shall  be  rescinded and the amount restored to the extent of such
recovery,  but  without  interest.
13.     AMENDMENTS WAIVERS AND CONSENTS.13.     AMENDMENTS WAIVERS AND CONSENTS.
Except  as otherwise expressly set forth herein, with the written consent of the
Majority Banks, the Agent shall, subject to the provisions of this paragraph 13,
from  time  to time enter into agreements amendatory or supplemental hereto with
the  Company for the purpose of changing any provisions of this Agreement or the
Notes,  or  changing  in  any  manner  the rights of the Banks, the Agent or the
Company  hereunder  and  thereunder, or waiving compliance with any provision of
this Agreement or consenting to the non-compliance thereof.  Notwithstanding the
foregoing, the consent of all of the Banks shall be required with respect to any
amendment,  waiver  or  consent  (i)  changing  the Aggregate Commitments or the
Commitment  of  any Bank, (ii) changing the maturity of any Loan, or the rate of
interest  of,  time  or manner of payment of interest on or principal of, or the
principal  amount  of  any Loan, or the amount, time or manner of payment of any
fees  hereunder,  or  (iii)  modifying  this  paragraph  13 or the definition of
"Majority  Banks".  Any  such  amendment  or  supplemental  agreement, waiver or
consent  shall  apply  equally  to each of the Banks and shall be binding on the
Company  and all of the Banks and the Agent.  Any waiver or consent shall be for
such  period and subject to such conditions or limitations as shall be specified
therein,  but no waiver or consent shall extend to any subsequent or other Event
of  Default, or impair any right or remedy consequent thereupon.  In the case of
any  waiver or consent, the rights of the Company, the Banks and the Agent under
this  Agreement  and the Notes shall be otherwise unaffected.  Nothing contained
herein  shall  be  deemed to require the Agent to obtain the consent of any Bank
with  respect  to  any  change  in the amount or terms of payment of the Agent's
Fees.  The  Company  shall  be  entitled to rely upon the provisions of any such
amendatory  or  supplemental  agreement,  waiver  or  consent  if  it shall have
obtained  any  of  the  same  in  writing  from the Agent who therein shall have
represented  that  such  agreement,  waiver  or  consent  has been authorized in
accordance  with  the  provisions  of  this  paragraph  13.
14.     OTHER  PROVISIONS.14.     OTHER  PROVISIONS.
14.1.     NO  WAIVER OF RIGHTS BY THE BANKS.14.1.     NO WAIVER OF RIGHTS BY THE
-----     ---------------------------------
BANKS.  No  failure  on the part of the Agent or of any Bank to exercise, and no
delay  in  exercising,  any  right  or remedy hereunder or under the Notes shall
operate  as  a waiver thereof, except as provided in paragraph 13, nor shall any
single  or  partial  exercise  by  the Agent or any Bank of any right, remedy or
power  hereunder  or  under  the  Notes  preclude  any  other or future exercise
thereof,  or  the  exercise  of  any  other right, remedy or power.  The rights,
remedies  and  powers  provided  herein  and in the Notes are cumulative and not
exclusive  of  any other rights, remedies or powers which the Agent or the Banks
or  any  holder  of  a  Note  would  otherwise have.  Notice to or demand on the
Company in any circumstance in which the terms of this Agreement or the Notes do
     not  require notice or demand to be given shall  not entitle the Company to
any  other  or  further  notice  or  demand in similar or other circumstances or
constitute  a waiver of the rights of the Agent or any Bank or the holder of any
Note  to take any other or further action in any circumstances without notice or
demand.
14.2.     HEADINGS;  PLURALS.14.2.     HEADINGS;  PLURALS.  Paragraph  and
-----     ------------------
subparagraph  headings  have been inserted herein for convenience only and shall
-----
not  be  construed to be a part of this Agreement.  Unless the context otherwise
requires,  words  in  the  singular  number include the plural, and words in the
plural  include  the  singular.
14.3.     COUNTERPARTS.14.3.     COUNTERPARTS. This Agreement may be executed in
-----     ------------
     any  number  of counterparts, each of which shall be an original and all of
which shall constitute one agreement.  It shall not be necessary in making proof
of  this  Agreement  or of any document required to be executed and delivered in
connection  herewith  or  therewith  to  produce  or  account  for more than one
counterpart.
14.4.     SEVERABILITY.14.4.     SEVERABILITY. Every provision of this Agreement
-----     ------------
     and  the  Notes  is  intended to be severable, and if any term or provision
hereof or thereof shall be invalid, illegal or unenforceable for any reason, the
validity,  legality  and  enforceability  of  the remaining provisions hereof or
thereof  shall  not  be  affected  or  impaired  thereby,  and  any  invalidity,
illegality  or  unenforceability  in  any  jurisdiction  shall  not  affect  the
validity,  legality or enforceability of any such term or provision in any other
jurisdiction.
14.5.     INTEGRATION.14.5.     INTEGRATION.  All  exhibits  to  this  Agreement
-----     -----------
shall  be  deemed  to be a part of this Agreement.  This Agreement, the exhibits
----
hereto  and  the Notes embody the entire agreement and understanding between the
--
Company,  the  Agent and the Banks with respect to the subject matter hereof and
thereof  and  supersede  all  prior  agreements  and  understandings between the
Company,  the  Agent and the Banks with respect to the subject matter hereof and
thereof.
14.6.     SALES  AND  PARTICIPATIONS IN LOANS AND NOTES; SUCCESSORS AND ASSIGNS,
-----     ----------------------------------------------------------------------
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.14.6.     SALES AND PARTICIPATIONS IN
------------------------------------------
     LOANS  AND  NOTES,  SUCCESSORS AND ASSIGNS, SURVIVAL OF REPRESENTATIONS AND
WARRANTIES.
(a)     Each  Bank  shall  have  the right with the prior written consent of the
Company (which consent shall not be unreasonably withheld or delayed), provided,
     however,  that  no  such  consent  shall  be  required after and during the
continuance  of  an  Event  of Default, upon written notice to the Agent and the
Company  to  sell,  assign,  transfer or negotiate all or any part (but not less
than  $5,000,000)  of  the Loans and the Notes and its Commitment to one or more
commercial  banks or other financial institutions including, without limitation,
the  Banks.  In the case of any sale, assignment, transfer or negotiation of all
or  any  such  part  of  the Loans and the Notes authorized under this paragraph
14.6(a),  the  assignee  or  transferee  shall have, to the extent of such sale,
assignment,  transfer  or negotiation, the same rights, benefits and obligations
as  it  would  if it were a Bank hereunder and a holder of such Note, including,
without  limitation,  (x) the right to approve or disapprove of actions which in
accordance with the terms hereof, require the approval of the Majority Banks and
(y)  the  obligation  to  fund Loans directly to the Agent pursuant to paragraph
2.3.
(b)     Notwithstanding paragraph 14.6(a), each Bank may grant participations in
all  or  any  part  of  its Loans and its Notes to one or more commercial banks,
insurance  companies,  or  other financial institutions, pension funds or mutual
funds;  provided  that  (i)  any  such  disposition shall not, without the prior
written  consent  of  the  Company,  require  the Company to file a registration
statement  with  the  Securities and Exchange Commission or apply to qualify the
Loans  and the Notes under the blue sky laws of any state and (ii) the holder of
any such participation, other than an Affiliate of such Bank, shall not have any
rights  or  obligations hereunder and shall not be entitled to require such Bank
to  take  or omit to take any action  hereunder except action directly affecting
the  extension  of  the  maturity  of any portion of the principal amount of, or
interest  on,  the  Loan  allocated to such participation, or a reduction of the
principal  amount  of,  or  the  rate  of  interest  payable  on,  such  Loans.
(c)     Notwithstanding  the  foregoing  provisions of this paragraph 14.6, each
Bank  may at any time and from time to time sell, assign, transfer, or negotiate
all  or  any  part  of the Loans to any Affiliate of such Bank; provided that an
Affiliate  to  whom  such  disposition  has  been made shall not be considered a
"Bank",  and  the assigning Bank shall be considered not to have disposed of any
Loans  so  assigned  for  purposes  of  determining the Majority Banks under any
provision hereof, but such Affiliate shall otherwise be considered a "Bank", and
the  assigning  Bank shall otherwise be considered to have disposed of any Loans
so  assigned, for purposes hereof, including, without limitation, paragraphs 3.1
and  12  hereof.
(d)     In  addition, notwithstanding anything to the contrary contained in this
paragraph  14.6, any Bank may at any time and from time to time pledge or assign
all or any portion of its rights under this Agreement with respect to its Loans,
its  Commitments  and its Notes to any of the twelve (12) Federal Reserve Banks.
No  such  pledge or assignment or enforcement thereof shall release the assignor
Bank  from  its  obligations  hereunder.
(e)     No  Bank shall, as between the Company and such Bank, be relieved of any
of  its  obligations  hereunder as a result of granting participations in all or
any  part  of  the Loans and the Notes of such Bank or other obligations owed to
such  Bank.
(f)     This  Agreement  shall  be  binding upon and inure to the benefit of the
Banks,  the  Agent  and the Company and their respective successors and assigns.
All  covenants,  agreements,  warranties and representations made herein, and in
all  certificates or other documents delivered in connection with this Agreement
by  or  on behalf of the Company shall survive the execution and delivery hereof
and  thereof, and all such covenants, agreements, representations and warranties
shall  inure to the respective successors and assigns of the Banks and the Agent
whether  or  not  so  expressed.
(g)     The Agent shall maintain a copy of each assignment delivered to it and a
register  or  similar list for the recordation of the names and addresses of the
Banks  and  the  Commitment Percentages of the Banks and the principal amount of
the  Loans  and  the  Notes  assigned  from  time  to time.  The entries in such
register shall be conclusive, in the absence of manifest error and provided that
any  required  consent  of  the  Company has been obtained, and the Company, the
Agent  and  the  Banks  may  treat  each  Person  whose name is recorded in such
register as a Bank hereunder for all purposes of this Agreement.  Upon each such
recordation, the assigning Bank agrees to pay to the Agent a registration fee in
the  sum  of  Two  Thousand  Five  Hundred  Dollars  ($2,500).
14.7.     APPLICABLE  LAW.14.7.     APPLICABLE LAW. This Agreement and the Notes
-----     ---------------
are  being  delivered in and are intended to be performed in The Commonwealth of
Massachusetts  and shall be construed and enforceable in accordance with, and be
governed  by,  the  internal  laws  of The Commonwealth of Massachusetts without
regard  to  its  principles  of  conflict  of  laws.
14.8.     INTEREST.  14.8.     INTEREST.  At  no  time  shall  the interest rate
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payable on the Loans and Notes, together with the Facility Fee, the UpFront Fee,
-----
     the  Usage  Fee and the Agent's Fees and all other fees and amounts payable
hereunder,  to  the extent same are construed to constitute interest, exceed the
maximum rate of interest permitted by law.  The Company acknowledges that to the
extent  interest  payable  on the Loans and Notes is based on the Alternate Base
Rate, such rate is only one of the bases for computing interest on loans made by
the  Banks,  and  by  basing  interest  payable  on  the  Loans and Notes on the
Alternate Base Rate, the Banks have not committed to charge, and the Company has
not  in  any  way bargained for, interest based on a lower or the lowest rate at
which  the  Banks  may  now  or  in  the  future  make loans to other borrowers.
14.9.     ACCOUNTING  TERMS  AND  PRINCIPLES.14.9.     ACCOUNTING  TERMS  AND
-----     ----------------------------------
PRINCIPLES.  All  accounting terms not herein defined by being capitalized shall
-----
be  interpreted  in accordance with GAAP, unless the context otherwise expressly
requires.
14.10.     WAIVER  OF  TRIAL  BY  JURY.14.10.     WAIVER  OF  TRIAL BY JURY. THE
------     ---------------------------
COMPANY  HEREBY  KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST
-----
EXTENT PERMITTED OR NOT PROHIBITED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A
     TRIAL  BY  JURY  IN  RESPECT  OF ANY LITIGATION ARISING OUT OF, UNDER OR IN
CONNECTION  WITH  THE  LOAN  DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREIN.
FURTHER,  THE COMPANY HEREBY ACKNOWLEDGES THAT NO REPRESENTATIVE OF THE AGENT OR
THE  BANKS  OR  COUNSEL  TO THE AGENT OR THE BANKS HAS REPRESENTED, EXPRESSLY OR
OTHERWISE,  THAT  THE  AGENT  OR  THE  BANKS  WOULD  NOT,  IN  THE EVENT OF SUCH
LITIGATION,  SEEK  TO  ENFORCE  SUCH  WAIVER.  THE COMPANY ACKNOWLEDGES THAT THE
AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, INTER
ALIA,  THE  PROVISIONS  OF  THIS  PARAGRAPH.
14.11.     CONSENT  TO  JURISDICTION.14.11.     CONSENT  TO  JURISDICTION.  THE
------     -------------------------
COMPANY  HEREBY  IRREVOCABLY  SUBMITS  TO  THE  JURISDICTION OF ANY COURT OF THE
-----
COMMONWEALTH  OF  MASSACHUSETTS OR ANY FEDERAL COURT SITTING IN THE COMMONWEALTH
-----
OF  MASSACHUSETTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO  THE  LOAN  DOCUMENTS.  THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED OR NOT PROHIBITED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY
     NOW  OR  HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION
OR  PROCEEDING  BROUGHT  IN ANY SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.  THE COMPANY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION
OR  PROCEEDING BROUGHT IN ANY SUCH A COURT, AFTER ALL APPROPRIATE APPEALS, SHALL
BE  CONCLUSIVE  AND  BINDING  UPON  IT.
14.12.     SERVICE  OF  PROCESS.14.12.     SERVICE  OF  PROCESS.  PROCESS MAY BE
------     --------------------
SERVED IN ANY SUIT, ACTION, COUNTERCLAIM OR PROCEEDING OF THE NATURE REFERRED TO
----
     IN  PARAGRAPH  14.11  BY  MAILING COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL,  POSTAGE  PREPAID, RETURN RECEIPT REQUESTED, TO THE ADDRESS OF THE COMPANY
SET  FORTH  IN PARAGRAPH 11.1 OR TO ANY OTHER ADDRESS OF WHICH THE COMPANY SHALL
HAVE  GIVEN  WRITTEN  NOTICE  TO THE AGENT.  THE COMPANY HEREBY AGREES THAT SUCH
SERVICE  (I)  SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON
IT  IN  ANY SUCH SUIT, ACTION, COUNTERCLAIM OR PROCEEDING, AND (II) SHALL TO THE
FULLEST  EXTENT PERMITTED OR NOT PROHIBITED BY APPLICABLE LAW, BE TAKEN AND HELD
TO  BE  VALID  PERSONAL  SERVICE  UPON  AND  PERSONAL  DELIVERY  TO  IT.
14.13.     NO  LIMITATION  ON SERVICE OR SUIT14.13.     NO LIMITATION ON SERVICE
------     ----------------------------------
OR  SUIT.  NOTHING  IN  THE  LOAN  DOCUMENTS,  OR  ANY  MODIFICATION, WAIVER, OR
AMENDMENT  THERETO,  SHALL  AFFECT  THE  RIGHT OF THE AGENT OR ANY BANK TO SERVE
PROCESS  IN ANY OTHER MANNER PERMITTED BY LAW OR LIMIT THE RIGHT OF THE AGENT OR
ANY  BANK  TO  BRING  PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER
JURISDICTION  OR  JURISDICTIONS.
15.     OTHER  OBLIGATIONS  OF THE COMPANY.15.          OTHER OBLIGATIONS OF THE
---     ----------------------------------
COMPANY.
15.1.     TAXES  AND FEES.15.1.     TAXES AND FEES. Should any tax (other than a
-----     ---------------
tax  based  upon  the  net  income  of any Bank), recording or filing fee become
payable in respect of this Agreement or the Notes or any amendment, modification
     or  supplement  hereof  or  thereof,  the  Company  agrees  to pay the same
together with any interest or penalties thereon and agrees to hold the Agent and
the  Banks  harmless  with  respect  thereto.
15.2.     EXPENSES15.2.     EXPENSES.  Whether  or  not  the  transactions
-----     --------
contemplated  by  this Agreement shall be consummated, the Company agrees to pay
-----
the  reasonable  out-of-pocket  expenses  of the Agent (including the reasonable
fees  and  expenses  of  counsel  to  the Agent and, without limitation, Special
Counsel)  in  connection  with  the  preparation,  reproduction,  execution  and
delivery of this Agreement and the Notes and the other exhibits annexed hereto ,
     and  any modifications, waivers, consents or amendments hereto and thereto,
and  the  Company further agrees to pay the reasonable out-of-pocket expenses of
the  Agent  and  the  Banks (including the reasonable fees and expenses of their
respective  counsel)  incurred  in  connection  with  the  interpretation  and
enforcement  of  any  provision of this Agreement or collection under the Notes,
whether  or  not  suit  is  instituted.
15.3.     LOST  NOTES. 15.3.     LOST NOTES.  Upon receipt of an affidavit of an
-----     -----------
officer of any Bank as to the loss, theft, destruction or mutilation of any Note
     and,  in  the case of any such loss, theft, destruction or mutilation, upon
cancellation  of  such  Note  or other security document, Company will issue, in
lieu  thereof,  a  replacement  note  in  the  same principal amount thereof and
otherwise  of  like  tenor.
16.     EFFECTIVE DATE.16.     EFFECTIVE DATE. This Agreement shall be effective
as an instrument under seal as of the date first set forth above (the "Effective
Date").
            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>
IN  WITNESS  WHEREOF, the parties have caused this Agreement to be duly executed
as  of  the  date  first  written  above.
     GREEN  MOUNTAIN  POWER  CORPORATION


     By:  /s/Nancy  R.  Brock
          -------------------
     Title:  Vice  President,  Treasurer  and  Chief  Financial  Officer

     FLEET  NATIONAL  BANK,
     Individually  and  as  agent
Domestic  Lending  Office:
      Office  listed  in  paragraph  11.1
     By:  /s/Robert  D.  Lanigan
          ----------------------
LIBOR  Lending  Office:     Title:  Senior  Officer
 Office  listed  in  paragraph  11.1
     KEYBANK  NATIONAL  ASSOCIATION
Domestic  Lending  Office
 Office  listed  in  paragraph  11.1
     By:  /s/John  W.  Kingston
          ---------------------
LIBOR  Lending  Office     Title:  Senior  Vice  President
 Office  listed  in  paragraph  11.1

128

SEC  2001  FORM  10-K  EXHIBIT  10-D-15C

GREEN  MOUNTAIN  POWER  CORPORATION
2000  STOCK  INCENTIVE  PLAN




SECTION  1.  PURPOSE.

The  purpose  of  the  Plan  is  to promote the interests of the Company and its
shareholders  by  aiding  the  Company  in  attracting  and retaining employees,
officers,  consultants,  independent  contractors  and  non-employee  directors
capable  of  contributing  to  the  future success of the Company, to offer such
persons incentives to put forth maximum efforts for the success of the Company's
business  and  to  afford  such  persons an opportunity to acquire a proprietary
interest  in  the  Company.

SECTION  2.  DEFINITIONS.

As  used  in  the  Plan,  the  following terms shall have the meanings set forth
below:

(a)      "Affiliate"  shall  mean  (i)  any  entity that, directly or indirectly
through  one  or  more intermediaries, is controlled by the Company and (ii) any
entity  in  which the Company has a significant equity interest, in each case as
determined  by  the  Committee.

(b)      "Award"  shall  mean  any  Option, Stock Appreciation Right, Restricted
Stock,  Restricted  Stock  Unit,  Performance  Award, Other Stock Grant or Other
Stock-Based  Award  granted  under  the  Plan.

(c)      "Award  Agreement"  shall mean any written agreement, contract or other
instrument  or  document  evidencing  any  Award  granted  under  the  Plan.

(d)       "Board"  shall  mean  the  Board  of  Directors  of  the  Company.

(e)       "Code"  shall  mean the Internal Revenue Code of 1986, as amended from
time  to  time,  and  any  regulations  promulgated  thereunder.

(f)       "Committee"  shall  mean  a  committee  of Directors designated by the
Board to administer the Plan.  The Committee shall be comprised of not less than
such number of Directors as shall be required to permit Awards granted under the
Plan  to  qualify  under Rule 16b-3, and each member of the Committee shall be a
"non-employee  director"  within  the  meaning  of  Rule  16b-3  and an "outside
director" within the meaning of Section 162(m) of the Code.  The Company expects
to  administer  the  Plan  to  the  extent  feasible  in  accordance  with  the
requirements  for the award of "qualified performance-based compensation" within
the  meaning  of  Section  162(m)  of  the  Code.

(g)       "Company"  shall  mean  Green  Mountain  Power  Corporation, a Vermont
corporation,  and  any  successor  corporation.

(h)       "Director"  shall  mean  a  member  of  the  Board.

(i)       "Eligible  Person"  shall  mean  any  employee,  officer,  consultant,
independent  contractor  or  Director  providing  services to the Company or any
Affiliate  whom  the  Committee  determines  to  be  an  Eligible  Person.

(j)     "Exchange  Act"  shall  mean  the  Securities  Exchange  Act of 1934, as
amended.

(k)       "Fair  Market  Value"  shall  mean,  with  respect  to  any  property
(including, without limitation, any Shares or other securities), the fair market
value  of  such  property  determined  by such methods or procedures as shall be
established  from time to time by the Committee.  Notwithstanding the foregoing,
unless otherwise determined by the Committee, the Fair Market Value of Shares as
of  a  given  date shall be, if the Shares are then quoted on the New York Stock
Exchange,  the  average  of  the high and low sales price as reported on the New
York  Stock Exchange on such date or, if the New York Stock Exchange is not open
for  trading on such date, on the most recent preceding date when it is open for
trading;  provided,  however, that the Committee may in its discretion designate
the  actual  sales  price  as  Fair  Market  Value in the case of disposition of
Shares  under  the  Plan.

(l)        "Incentive  Stock  Option" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code  or  any  successor  provision.

(m)       "Non-Qualified  Stock  Option"  shall  mean  an  option  granted under
Section  6(a)  of the Plan that is not intended to be an Incentive Stock Option.

(n)        "Option"  shall  mean  an  Incentive  Stock Option or a Non-Qualified
Stock  Option,  and  shall  include  Reload  Options.

(o)        "Other  Stock  Grant" shall mean any right granted under Section 6(e)
of  the  Plan.

(p)        "Other  Stock-Based Award" shall mean any right granted under Section
6(f)  of  the  Plan.

(q)        "Participant"  shall mean an Eligible Person designated to be granted
an  Award  under  the Plan.  A Participant shall cease to be such under the Plan
after  all  Awards  granted  to  him  or  her  are  no  longer  exercisable.

(r)        "Performance  Award"  shall mean any right granted under Section 6(d)
of  the  Plan.

(s)        "Person"  shall  mean  any  individual,  corporation,  partnership,
association  or  trust.

(t)        "Plan"  shall  mean  the  Green Mountain Power Corporation 2000 Stock
Incentive  Plan,  as  amended from time to time, the provisions of which are set
forth  herein.

(u)       "Reload  Option"  shall mean any Option granted under Section 6(a)(iv)
of  the  Plan.

(v)       "Restricted Stock" shall mean any Shares granted under Section 6(c) of
the  Plan.

(w)       "Restricted Stock Unit" shall mean any unit granted under Section 6(c)
of  the Plan evidencing the right to receive a Share (or a cash payment equal to
the  Fair  Market  Value  of  a  Share)  at  some  future  date.

(x)      "Rule  16b-3"  shall  mean Rule 16b-3 promulgated by the Securities and
Exchange  Commission under the Exchange Act or any successor rule or regulation.

(y)       "Shares"  shall  mean shares of Common Stock, $ 3.33 1/3 par value per
share, of the Company or such other securities or property as may become subject
to  Awards  pursuant  to  an  adjustment  made  under  Section 4(c) of the Plan.

(z)      "Stock  Appreciation  Right" shall mean any right granted under Section
6(b)  of  the  Plan.

SECTION  3.  ADMINISTRATION.

(a)     Power and Authority of the Committee.  The Plan shall be administered by
the  Committee.  Subject to the express provisions of the Plan and to applicable
law,  the Committee shall have full power and authority to:  (i) designate those
Eligible Persons who are to be Participants; (ii) determine the type or types of
Awards  to  be  granted  to each Participant under the Plan; (iii) determine the
number  of Shares to be covered by (or with respect to which payments, rights or
other  matters  are  to  be  calculated  in  connection  with)  each Award; (iv)
determine  the  terms  and conditions of any Award or Award Agreement; (v) amend
the  terms  and  conditions  of  any Award or Award Agreement and accelerate the
exercisability  of  Options  or the lapse of restrictions relating to Restricted
Stock,  Restricted  Stock Units or other Awards; (vi) determine whether, to what
extent  and  under  what  circumstances Awards may be exercised in cash, Shares,
other  securities,  other  Awards  or  other property, or canceled, forfeited or
suspended;  (vii) determine whether, to what extent and under what circumstances
cash,  Shares,  promissory notes, other securities, other Awards, other property
and  other  amounts  payable  with  respect  to an Award under the Plan shall be
deferred  either  automatically  or at the election of the holder thereof or the
Committee;  (viii)  interpret  and  administer  the  Plan  and any instrument or
agreement,  including  an Award Agreement, relating to the Plan; (ix) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it
shall  deem  appropriate for the proper administration of the Plan; and (x) make
any  other  determination  and  take  any  other action that the Committee deems
necessary  or  desirable  for  the administration of the Plan.  Unless otherwise
expressly  provided  in  the  Plan,  all  designations,  determinations,
interpretations  and  other  decisions  under or with respect to the Plan or any
Award  shall  be within the sole discretion of the Committee, may be made at any
time and shall be final, conclusive and binding upon any Participant, any holder
or  beneficiary  of  any Award and any employee of the Company or any Affiliate.

(b)     Delegation.  The  Committee may delegate its powers and duties under the
Plan  to  one  or  more  Directors  or a committee of Directors, subject to such
terms,  conditions  and  limitations  as the Committee may establish in its sole
discretion.

(c)     Power and Authority of the Board of Directors.  Notwithstanding anything
to  the  contrary  contained herein, the Board may, at any time and from time to
time,  without  any  further  action  of  the Committee, exercise the powers and
duties  of  the  Committee  under  the  Plan.

SECTION  4.  SHARES  AVAILABLE  FOR  AWARDS.

(a)       Shares  Available.  Subject  to adjustment as provided in Section 4(c)
of  the Plan, the aggregate number of Shares that may be issued under all Awards
under  the  Plan  shall  be  500,000.  Shares to be issued under the Plan may be
either  authorized  but unissued Shares or Shares acquired in the open market or
otherwise.  Any Shares that are used by a Participant as full or partial payment
to the Company of the purchase price relating to an Award, or in connection with
the  satisfaction  of  tax  obligations  relating  to  an  Award, shall again be
available  for  granting  Awards  (other than Incentive Stock Options) under the
Plan.  In  addition,  if  any  Shares  covered  by an Award or to which an Award
relates  are not purchased or are forfeited, or if an Award otherwise terminates
without  delivery  of  any Shares, then the number of Shares counted against the
aggregate  number of Shares available under the Plan with respect to such Award,
to  the  extent  of any such forfeiture or termination, shall again be available
for  granting  Awards  under  the  Plan.

(b)       Accounting  for  Awards.  For  purposes of this Section 4, if an Award
entitles  the holder thereof to receive or purchase Shares, the number of Shares
covered  by  such  Award  or to which such Award relates shall be counted on the
date of grant of such Award against the aggregate number of Shares available for
granting  Awards  under  the  Plan.

(c)       Adjustments.  In the event that the Committee shall determine that any
dividend  or  other  distribution  (whether  in  the form of cash, Shares, other
securities  or  other  property),  recapitalization,  stock split, reverse stock
split,  reorganization,  merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants  or  other rights to purchase Shares or other securities of the Company
or  other similar corporate transaction or event affects the Shares such that an
adjustment  is determined by the Committee to be appropriate in order to prevent
dilution  or  enlargement  of  the benefits or potential benefits intended to be
made  available  under  the Plan, then the Committee shall, in such manner as it
may  deem  equitable, adjust any or all of (i) the number and type of Shares (or
other  securities  or other property) that thereafter may be made the subject of
Awards,  (ii)  the  number  and  type  of  Shares  (or other securities or other
property) subject to outstanding Awards and (iii) the purchase or exercise price
with  respect to any Award; provided, however, that the number of Shares covered
by  any  Award  or  to  which such Award relates shall always be a whole number.

(d)       Award  Limitations  Under the Plan.  No Eligible Person may be granted
any  Award or Awards under the Plan, the value of which Award or Awards is based
solely on an increase in the value of the Shares after the date of grant of such
Award or Awards, for more than 100,000 Shares (subject to adjustment as provided
for  in  Section  4(c) of the Plan), in the aggregate in any calendar year.  The
foregoing  annual  limitation  specifically  includes  the grant of any Award or
Awards  representing  "qualified  performance-based  compensation"  within  the
meaning  of  Section  162(m)  of  the  Code.

SECTION  5.  ELIGIBILITY.

Any  Eligible  Person  shall  be  eligible  to  be designated a Participant.  An
Incentive Stock Option may only be granted to full or part-time employees (which
term as used herein includes, without limitation, officers and Directors who are
also  employees),  and  an  Incentive  Stock  Option  shall not be granted to an
employee  of  an  Affiliate  unless  such  Affiliate  is  also  a  "subsidiary
corporation"  of the Company within the meaning of Section 424(f) of the Code or
any  successor  provision.

SECTION  6.  AWARDS.

(a)       Options.  The  Committee  is  hereby  authorized  to  grant Options to
Participants  with  the  following terms and conditions and with such additional
terms  and  conditions  not  inconsistent with the provisions of the Plan as the
Committee  shall  determine:

     (i)     Exercise  Price.  The purchase price per Share purchasable under an
Option  shall  be  determined  by  the  Committee;  provided, however, that such
purchase  price  shall not be less than 100% of the Fair Market Value of a Share
on  the  date  of  grant  of  such  Option.

     (ii)     Option  Term.  The  term  of  each  Option  shall  be fixed by the
Committee but no Option shall be exercisable more than ten years after the grant
date.

     (iii)     Time  and  Method of Exercise.  The Committee shall determine the
time  or  times  at which an Option may be exercised in whole or in part and the
method  or  methods  by  which,  and  the  form  or  forms  (including,  without
limitation,  cash,  Shares,  promissory notes, other securities, other Awards or
other  property,  or  any combination thereof, having a Fair Market Value on the
exercise  date  equal  to  the relevant exercise price) in which, payment of the
exercise  price  with  respect  thereto may be made or deemed to have been made.

     (iv)     Reload  Options.  The  Committee  is  hereby  authorized  to grant
Reload  Options,  separately or together with another Option, pursuant to which,
subject  to  the  terms  and  conditions  established  by  the  Committee,  the
Participant will be granted a new Option (the Reload Option) when payment of all
or a portion of the exercise price of a previously granted option is made by the
delivery  of Shares owned by the Participant, and/or when Shares are tendered or
withheld  as  payment  of  all  or  a portion of the amount to be withheld under
applicable  income  tax  laws in connection with the exercise of an option.  The
Reload  Option will be an Option to purchase that number of Shares not exceeding
the  sum  of (A) the number of Shares used for payment of the  exercise price of
the  previously  granted  option to which such Reload Option relates and (B) the
number  of  Shares  tendered or withheld as payment of the amount to be withheld
under applicable tax laws in connection with the exercise of the option to which
such  Reload  Option  relates.  Reload  Options  may  be granted with respect to
Options  previously  granted under the Plan or with respect to options under any
other  stock option plan of the Company or may be granted in connection with any
Option  granted  under  the  Plan  or  under  any other stock option plan of the
Company  at  the time of such grant.  Such Reload Options shall have a per share
exercise  price  equal  to  the Fair Market Value of one Share as of the date of
grant  of  the  new  Reload  Option.

(b)       Stock  Appreciation  Rights.  The  Committee  is  hereby authorized to
grant Stock Appreciation Rights to Participants subject to the terms of the Plan
and  any  applicable  Award Agreement.  A Stock Appreciation Right granted under
the  Plan  shall  confer  on the holder thereof a right to receive upon exercise
thereof  the  excess  of  (i)  the Fair Market Value of one Share on the date of
exercise  (or,  if the Committee shall determine, at any time during a specified
period  before  or  after the date of exercise) over (ii) the grant price of the
Stock Appreciation Right as specified by the Committee, which price shall not be
less than 100% of the Fair Market Value of one Share on the date of grant of the
Stock  Appreciation  Right.  Subject to the terms of the Plan and any applicable
Award  Agreement, the grant price, term, methods of exercise, dates of exercise,
methods  of  settlement  and  any  other  terms  and  conditions  of  any  Stock
Appreciation  Right  shall be as determined by the Committee.  The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right  as  it  may  deem  appropriate.

(c)       Restricted  Stock and Restricted Stock Units.  The Committee is hereby
authorized  to grant Restricted Stock and Restricted Stock Units to Participants
with  the  following  terms  and  conditions  and with such additional terms and
conditions  not  inconsistent  with  the provisions of the Plan as the Committee
shall  determine:

     (i)     Restrictions.  Shares  of  Restricted  Stock  and  Restricted Stock
Units  shall  be  subject  to  such  restrictions  as  the  Committee may impose
(including, without limitation, a waiver by the Participant of the right to vote
or  to  receive  any  dividend or other right or property with respect thereto),
which restrictions may lapse separately or in combination at such time or times,
in  such  installments  or  otherwise  as  the  Committee  may deem appropriate.

     (ii)     Stock  Certificates.  Any  Restricted Stock granted under the Plan
shall be registered in the name of the Participant and shall bear an appropriate
legend  referring  to  the terms, conditions and restrictions applicable to such
Restricted  Stock.  In  the  case  of Restricted Stock Units, no Shares shall be
issued  at  the  time  such  Awards  are  granted.

     (iii)     Forfeiture.  Except  as  otherwise  determined  by the Committee,
upon  termination of employment (as determined under criteria established by the
Committee)  during  the  applicable restriction period, all Shares of Restricted
Stock  and  all Restricted Stock Units at such time subject to restriction shall
be  forfeited  and  reacquired  by  the  Company;  provided,  however,  that the
Committee  may  waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock Units.  Upon the lapse
or waiver of restrictions and the restricted period relating to Restricted Stock
Units  evidencing  the  right to receive Shares, such Shares shall be issued and
delivered  to  the  holders  of  the  Restricted  Stock  Units.

(d)       Performance  Awards.  The  Committee  is  hereby  authorized  to grant
Performance  Awards  to  Participants  subject  to the terms of the Plan and any
applicable  Award Agreement.  A Performance Award granted under the Plan (i) may
be  denominated  or  payable  in  cash,  Shares  (including, without limitation,
Restricted  Stock and Restricted Stock Units), other securities, other Awards or
other  property and (ii) shall confer on the holder thereof the right to receive
payments,  in  whole  or in part, upon the achievement of such performance goals
during  such  performance  periods as the Committee shall establish.  Subject to
the  terms of the Plan and any applicable Award Agreement, the performance goals
to  be  achieved  during  any  performance period, the length of any performance
period,  the  amount of any Performance Award granted, the amount of any payment
or transfer to be made pursuant to any Performance Award and any other terms and
conditions  of  any  Performance  Award  shall  be  determined by the Committee.

(e)       Other  Stock  Grants.  The  Committee is hereby authorized, subject to
the  terms  of  the  Plan  and  any  applicable  Award  Agreement,  to  grant to
Participants  Shares without restrictions thereon as are deemed by the Committee
to  be  consistent  with  the  purpose  of  the  Plan.

(f)       Other Stock-Based Awards.  The Committee is hereby authorized to grant
to  Participants  subject  to  the  terms  of  the Plan and any applicable Award
Agreement, such other Awards that are denominated or payable in, valued in whole
or  in  part  by  reference  to,  or  otherwise  based  on or related to, Shares
(including,  without  limitation,  securities  convertible  into Shares), as are
deemed by the Committee to be consistent with the purpose of the Plan. Shares or
other  securities  delivered  pursuant  to  a  purchase right granted under this
Section  6(f)  shall  be  purchased for such consideration, which may be paid by
such  method  or  methods  and  in form or forms (including, without limitation,
cash, Shares, promissory notes, other securities, other Awards or other property
or  any  combination  thereof),  as  the Committee shall determine, the value of
which  consideration,  as  established  by the Committee, shall not be less than
100%  of the Fair Market Value of such Shares or other securities as of the date
such  purchase  right  is  granted.

(g)       General.

     (i)     No  Cash  Consideration for Awards.  Awards shall be granted for no
cash  consideration or for such minimal cash consideration as may be required by
applicable  law.

     (ii)     Awards  May Be Granted Separately or Together.  Awards may, in the
discretion  of  the  Committee,  be  granted  either alone or in addition to, in
tandem  with  or  in substitution for any other Award or any award granted under
any plan of the Company or any Affiliate other than the Plan.  Awards granted in
addition  to  or in tandem with other Awards or in addition to or in tandem with
awards  granted under any such other plan of the Company or any Affiliate may be
granted either at the same time as or at a different time from the grant of such
other  Awards  or  awards.

     (iii)     Forms  of Payment under Awards.  Subject to the terms of the Plan
and  of  any applicable Award Agreement, payments or transfers to be made by the
Company  or  an Affiliate upon the grant, exercise or payment of an Award may be
made  in such form or forms as the Committee shall determine (including, without
limitation,  cash,  Shares,  promissory notes, other securities, other Awards or
other  property or any combination thereof), and may be made in a single payment
or  transfer, in installments or on a deferred basis, in each case in accordance
with  rules  and  procedures  established  by  the  Committee.  Such  rules  and
procedures  may  include,  without  limitation,  provisions  for  the payment or
crediting  of  reasonable  interest  on  installment or deferred payments or the
grant  or  crediting  of  dividend  equivalents  with  respect to installment or
deferred  payments.

     (iv)     Limits  on  Transfer  of Awards.  No Award (other than Other Stock
Grants) and no right under any such Award shall be transferable by a Participant
otherwise  than  by  will  or by the laws of descent and distribution; provided,
however,  that,  if  so  determined  by the Committee, a Participant may, in the
manner  established  by  the  Committee,  transfer Options (other than Incentive
Stock  Options)  or  designate  a  beneficiary  or beneficiaries to exercise the
rights of the Participant and receive any property distributable with respect to
any  Award  upon  the  death  of the Participant.  Each Award or right under any
Award  shall  be  exercisable  during  the  Participant's  lifetime  only by the
Participant  or,  if  permissible  under  applicable  law,  by the Participant's
guardian or legal representative.  No Award or right under any such Award may be
pledged,  alienated, attached or otherwise encumbered, and any purported pledge,
alienation,  attachment  or  encumbrance thereof shall be void and unenforceable
against  the  Company  or  any  Affiliate.

     (v)     Term of Awards.  The term of each Award shall be for such period as
may  be  determined  by  the  Committee,  but  in  no event more than ten years.

     (vi)     Restrictions;  Securities  Exchange  Listing.  All Shares or other
securities  delivered  under  the  Plan  pursuant  to  any Award or the exercise
thereof  shall  be  subject  to  such  restrictions  as  the  Committee may deem
advisable  under  the  Plan,  applicable  federal  or  state securities laws and
regulatory  requirements,  and the Committee may cause appropriate entries to be
made  or  legends to be affixed to reflect such restrictions.  If any securities
of  the  Company  are  traded on a securities exchange, the Company shall not be
required  to  deliver  any Shares or other securities covered by an Award unless
and until such Shares or other securities have been admitted for trading on such
securities  exchange.

SECTION  7.  CHANGE  IN  CONTROL  PROVISIONS.

(a)     Impact of Event.  Notwithstanding any other provision of the Plan to the
contrary,  in  the  event  of  a  Change  in  Control:

All Options and Stock Appreciation Rights outstanding as of the date such Change
in  Control  occurs  shall  become  fully  vested  and  exercisable.

The  restrictions  and  other  conditions  applicable  to  any Restricted Stock,
Restricted  Stock Unit, Other Stock Grant or Other Stock-Based Awards, including
vesting  requirements,  shall  lapse,  and  such Awards shall become free of all
restrictions  and  fully  vested.

The  value  of  all  outstanding  Options, Stock Appreciation Rights, Restricted
Stock,  Restricted  Stock Units, Other Stock Grants and Other Stock-Based Awards
shall, unless otherwise determined by the Committee at or after grant, be cashed
out  on  the basis of the "Change in Control Price," as defined in Section 7(c),
as of the date such Change in Control occurs or such other date as the Committee
may  determine  prior  to  the  Change  in  Control.

Any Performance Award that has been earned but not paid shall become immediately
payable  in  cash.

(b)     Definition  of  Change  in  Control.  A  "Change  in  Control" means the
happening  of  any  of  the  following  events:

     if  (A)  any  "person" (as such term is used in sections 13(d) and 14(d) of
the  Exchange  Act  other  than  a trustee or other fiduciary holding securities
under  an  employee benefit plan of the Company or a corporation owned, directly
or  indirectly,  by  the  shareholders  of the Company in substantially the same
proportions  as  their  ownership  of  stock  of  the Company, is or becomes the
"beneficial  owner"  (as defined in Rule 13d-3 under the Exchange Act), directly
or  indirectly,  of  securities  of  the Company representing 20% or more of the
combined  voting  power  of  the  Company's  then outstanding securities (a "20%
Holder");  or (B) during any period of two consecutive years, individuals who at
the  beginning  of  such period constitute the Board and any new Director (other
than  a  Director  designated by a person who has entered into an agreement with
the  Company  to  effect  a  transaction described in clauses (A) or (C) of this
subsection)  whose  election  by  the  Board  or  nomination for election by the
Company's shareholders was approved by a vote of at least three-fourths (3/4) of
the Directors then still in office who either were Directors at the beginning of
the  period  or  whose  election  or  nomination  for election was previously so
approved,  cease for any reason to constitute a majority of the Directors of the
Company;  or  (C)  the  shareholders  of  the  Company  approve  a  merger  or
consolidation  of the Company with any other corporation, other than a merger or
consolidation  which  would  result  in  the  voting  securities  of the Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or  by  being  converted  into  voting securities of the
surviving  entity)  at  least  80%  of  the  combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such  merger or consolidation, or the shareholders of the Company approve a plan
of  complete  liquidation  of  the  Company  or  an  agreement  for  the sale or
disposition  by  the  Company  of all or substantially all the Company's assets;
provided, however, that a Change of Control shall not be deemed to have occurred
under  clauses  (A)  or  (C) above if a majority of the Continuing Directors (as
defined  below)  determine within five business days after the occurrence of any
event  specified in clauses (A) or (C) above that control of the Company has not
in  fact  changed and it is reasonably expected that such control of the Company
in fact will not change.  Notwithstanding that, in the case of clause (A) above,
the  Board  shall  have  made  a  determination  of  the nature described in the
preceding sentence, if there shall thereafter occur any material change in facts
involving, or relating to, the 20% Holder or to the 20% Holder's relationship to
the Company, including, without limitation, the acquisition by the 20% Holder of
l% or more additional outstanding voting stock of the Company, the occurrence of
such  material  change  in facts shall result in a new Change of Control for the
purpose of this Plan .  In such event, the second immediately preceding sentence
hereof shall be effective.  As used herein, the term "Continuing Director" shall
mean  any  member  of the Board on the date of the adoption of this Plan and any
successor  of a Continuing Director who is recommended to succeed the Continuing
Director  by  a  majority  of  Continuing  Directors

(c)     Change  in  Control  Price.  "Change in Control Price" means the highest
price  per  share  paid  in  any  transaction  reported  on  the  New York Stock
Exchange-Composite  Transactions or paid or offered in any bona fide transaction
related  to  a change in control of the Company at any time during the preceding
60-day  period  as  determined  by  the  Committee,  except that, in the case of
Incentive Stock Options, such price shall be based only on transactions reported
for  the  date  on  which  such  Incentive  Stock  Options  are  cashed  out.

Notwithstanding  any  other  provision  of  the  Plan, upon a Change in Control,
unless  the  Committee  shall  determine  otherwise at grant, an Award recipient
shall  have  the  right,  by  giving  notice  to the Company within the exercise
period,  to  elect  to  surrender  all or part of the Option, Stock Appreciation
Right,  Restricted  Stock,  Restricted  Stock  Unit,  Other Stock Grant or Other
Stock-Based  Award to the Company and to receive in cash, within 30 days of such
notice,  an amount equal to the amount by which the "Change in Control Price" on
the  date  of  such  notice  shall exceed the exercise or grant price under such
Award,  multiplied  by  the number of Shares as to which the right granted under
this  Section  7  shall  have  been  exercised.

SECTION  8.  AMENDMENT  AND  TERMINATION;  ADJUSTMENTS.

(a)       Amendments  to  the  Plan.  The  Board  may  amend,  alter,  suspend,
discontinue  or  terminate  the  Plan  at  any  time;  provided,  however, that,
notwithstanding  any other provision of the Plan or any Award Agreement, without
the  approval of the shareholders of the Company, no such amendment, alteration,
suspension,  discontinuation  or  termination  shall  be  made that, absent such
approval:

(i)     would violate the rules or regulations of the New York Stock Exchange or
any  securities  exchange  upon  which  the  Shares  are  listed;
(ii)     would  cause  the  Company  to  be  unable,  under  the  Code, to grant
Incentive  Stock  Options  under  the  Plan;  or
(iii)     would  decrease  the  grant  or  exercise  price  of any Option, Stock
Appreciation  Right,  Other  Stock Grant or Other Stock Based Award to less than
the  Fair  Market  Value  on  the  date  of  grant.

(b)       Amendments  to  Awards.  The  Committee may waive any conditions of or
rights  of  the  Company  under  any  outstanding  Award,  prospectively  or
retroactively.  Except  as  otherwise provided herein or in the Award Agreement,
the  Committee  may  not  amend,  alter,  suspend,  discontinue or terminate any
outstanding  Award,  prospectively  or  retroactively,  if  such  action  would
adversely  affect the rights of the holder of such Award, without the consent of
the  Participant  or  holder  or  beneficiary  thereof.

(c)       Correction  of  Defects, Omissions and Inconsistencies.  The Committee
may  correct  any  defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry  the  Plan  into  effect.

SECTION  9.  INCOME  TAX  WITHHOLDING;  TAX  BONUSES.

(a)       Withholding.  In  order to comply with all applicable federal or state
income  tax  laws  or  regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income  or  other  taxes,  which  are  the sole and absolute responsibility of a
Participant,  are  withheld  or  collected  from  such Participant.  In order to
assist  a  Participant in paying all or a portion of the federal and state taxes
required  to  be withheld or collected upon exercise or receipt of (or the lapse
of  restrictions  relating  to)  an  Award, the Committee, in its discretion and
subject  to such additional terms and conditions as it may adopt, may permit the
Participant  to satisfy such required tax obligation by (i) electing to have the
Company withhold a portion of the Shares otherwise to be delivered upon exercise
or  receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes or (ii) delivering to the Company
Shares  other  than Shares issuable upon exercise or receipt of (or the lapse of
restrictions  relating  to)  such  Award  with  a Fair Market Value equal to the
amount  of such taxes.  The election, if any, must be made on or before the date
that  the  amount  of  tax  to  be  withheld  is  determined.

(b)       Tax  Bonuses.  The  Committee,  in  its  discretion,  shall  have  the
authority,  at  the  time  of  grant of any Award under this Plan or at any time
thereafter,  to  approve cash bonuses to designated Participants to be paid upon
their  exercise  or receipt of (or the lapse of restrictions relating to) Awards
in order to provide funds to pay all or a portion of federal and state taxes due
as  a  result  of  such exercise or receipt (or the lapse of such restrictions).
The  Committee  shall  have  full  authority  in its discretion to determine the
amount  of  any  such  tax  bonus.

SECTION  10.  GENERAL  PROVISIONS.

(a)       No  Rights to Awards.  No Eligible Person, Participant or other Person
shall  have  any  claim  to be granted any Award under the Plan, and there is no
obligation  for  uniformity  of  treatment  of Eligible Persons, Participants or
holders  or beneficiaries of Awards under the Plan.  The terms and conditions of
Awards  need  not be the same with respect to any Participant or with respect to
different  Participants.

(b)       Award  Agreements.  No  Participant  will  have  rights under an Award
granted  to such Participant unless and until an Award Agreement shall have been
duly  executed on behalf of the Company and, if requested by the Company, signed
by  the  Participant.

(c)       No Limit on Other Compensation Arrangements.  Nothing contained in the
Plan  shall  prevent the Company or any Affiliate from adopting or continuing in
effect  other or additional compensation arrangements, and such arrangements may
be  either  generally  applicable  or  applicable  only  in  specific  cases.

(d)       No  Right to Employment.  The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any  Affiliate,  nor  will  it  affect in any way the right of the Company or an
Affiliate  to  terminate such employment at any time, with or without cause.  In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment  free  from  any  liability or any claim under the Plan or any Award,
unless  otherwise  expressly  provided  in  the  Plan or in any Award Agreement.

(e)       Governing  Law.  The  validity, construction and effect of the Plan or
any  Award,  and  any  rules  and regulations relating to the Plan or any Award,
shall  be  determined  in  accordance  with  the  laws  of the State of Vermont.

(f)       Severability.  If any provision of the Plan or any Award is or becomes
or  is  deemed  to  be  invalid, illegal or unenforceable in any jurisdiction or
would  disqualify  the  Plan or any Award under any law deemed applicable by the
Committee,  such  provision  shall  be construed or deemed amended to conform to
applicable  laws,  or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the  Plan or the Award, such provision shall be stricken as to such jurisdiction
or  Award,  and the remainder of the Plan or any such Award shall remain in full
force  and  effect.

(g)       No Trust or Fund Created.  Neither the Plan nor any Award shall create
or  be  construed  to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person.  To the extent that any Person acquires a right to receive payments from
the  Company  or  any  Affiliate  pursuant  to  an Award, such right shall be no
greater  than  the right of any unsecured general creditor of the Company or any
Affiliate.

(h)       No  Fractional  Shares.  No  fractional  Shares  shall  be  issued  or
delivered  pursuant  to the Plan or any Award, and the Committee shall determine
whether  cash  shall  be  paid  in lieu of any fractional Shares or whether such
fractional  Shares  or  any  rights  thereto  shall  be  canceled, terminated or
otherwise  eliminated.

(i)       Headings.  Headings  are  given to the Sections and subsections of the
Plan  solely  as a convenience to facilitate reference.  Such headings shall not
be  deemed in any way material or relevant to the construction or interpretation
of  the  Plan  or  any  provision  thereof.

SECTION  11.  EFFECTIVE  DATE  OF  THE  PLAN.

The  Plan  was approved by the Board on February 7, 2000, subject to approval by
the  shareholders  of  the  Company  and the Vermont Public Service Board within
twelve  (12)  months  theretofore.  Any  Award  granted  under the Plan prior to
shareholder  and  Vermont  Public  Service  Board  approval of the Plan shall be
subject  to  shareholder  and Vermont Public Service Board approval of the Plan.

SECTION  12.  TERM  OF  THE  PLAN.

No  Award  shall be granted under the Plan after February 7, 2005 or any earlier
date  of  discontinuation or termination established pursuant to Section 7(a) of
the  Plan.  However,  unless  otherwise  expressly provided in the Plan or in an
applicable Award Agreement, any Award theretofore granted may extend beyond such
date.


OCTOBER  31,  2001          PAGE  138

138

                                              SEC 2001 FORM 10-K EXHIBIT 10-D-31




          PERSONAL  AND  CONFIDENTIAL
          October  31,  2001




Nancy  Rowden  Brock
Chief  Financial  Officer
Green  Mountain  Power  Corporation
P.O.  Box  850
South  Burlington,  VT  05402-0850
Dear  Ms.  Brock:
     Green  Mountain Power Corporation (the "Company") considers it essential to
the  best  interests  of its shareholders to foster the continuous employment of
key  management  personnel.  In  addition, the Board of Directors of the Company
(the  "Board")  recognizes  that  the  possibility of a change of control of the
Company  may  exist  and  the uncertainty and questions which it may raise among
management may result in the distraction or departure of management personnel to
the  detriment  of  the  Company  and  its  shareholders.
The Board had determined that appropriate steps should be taken to reinforce and
encourage  the  continued  attention  and dedication of members of the Company's
management,  including yourself, to their assigned duties without distraction in
the  face  of  the  possibility  of a change in control of the Company.  In this
connection,  the Company had previously entered into a letter agreement with you
dated  December  6, 1998 which was initially effective December 6 , 1998 through
December  31,  1998  (the  "Agreement").  Commencing  January  1,  1999 and each
January 1 thereafter, the Agreement is automatically extended for one additional
year  unless,  not  later  than  September 30 of the preceding year, the Company
shall  have  given  you  notice  that  it  did not wish to extend the Agreement.
The  Agreement  includes  a  provision  allowing  the  Executive  to  terminate
employment  for  good  reason  if  the  Executive tenders his or her resignation
during  the  thirty  days  immediately following the first twelve months after a
Change  of  Control  (as  defined by the Agreement).  Upon such resignation, the
Executive  shall  receive  the  benefits  set  forth  in  the  Agreement.
A  Change  of  Control  occurs  on the first to occur of the events described in
Section  4(i)  of the Agreement.  One such event is approval by the shareholders
of  a  merger or consolidation of the Company with any other corporation.  Given
the  possibility  that  shareholder  approval  could occur well in advance of an
actual  merger (as a result of the necessity of obtaining regulatory approval or
otherwise),  the  Board  has  determined that it is in the best interests of the
Company  and  the  Executive  to amend the Agreement to instead provide that the
Executive  may  terminate  employment  for  good  reason  during the thirty days
immediately  following the first twelve months after the merger has taken place.
The  Executive then has an opportunity to experience employment at the successor
corporation  for twelve months before he or she must make the election permitted
under  the  Agreement.
In  accordance  with  the  provisions  of  Section  10 of the Agreement, Section
5(iii)(J)  of  the  Agreement  is  hereby  modified  to  provide good reason for
termination  by  the  Executive  as  follows:
"your  resignation, if tendered during the thirty days immediately following the
first  twelve  months  after  Change  of Control, provided however, that, if the
Change  in  Control occurs pursuant to Section 4(i)(C), your resignation must be
tendered  during  the  thirty days immediately following the first twelve months
after  the date the Company merges or consolidates with the corporation approved
by  the  shareholders  pursuant  to  Section  4(i)(C)  of  the  Agreement."
     Except as modified herein, all other terms of the Agreement shall remain in
full force and effect.  This letter is submitted in duplicate.  If it sets forth
our  agreement  on the subject matter hereof, kindly sign both copies and return
one  copy  to  me.  These  letters  will  then  constitute our agreement on this
subject.

          By:     /s/  Thomas  P.  Salmon
                  -----------------------
          Thomas  P.  Salmon,  Chairman
     Board  of  Directors
          Green  Mountain  Power  Corporation




Agreed  to  this  31st  day  of  October,  2001.
/s/  Nancy  Rowden  Brock
-------------------------
Nancy  Rowden  Brock
Chief  Financial  Officer
Green  Mountain  Power  Corporation



OCTOBER  31,  2001          PAGE  139

139

                                              SEC 2001 FORM 10-K EXHIBIT 10-D-32




          PERSONAL  AND  CONFIDENTIAL
          October  31,  2001




Christopher  L.  Dutton
President  &  Chief  Executive  Officer
Green  Mountain  Power  Corporation
P.O.  Box  850
South  Burlington,  VT  05402-0850
Dear  Mr.  Dutton:
     Green  Mountain Power Corporation (the "Company") considers it essential to
the  best  interests  of its shareholders to foster the continuous employment of
key  management  personnel.  In  addition, the Board of Directors of the Company
(the  "Board")  recognizes  that  the  possibility of a change of control of the
Company  may  exist  and  the uncertainty and questions which it may raise among
management may result in the distraction or departure of management personnel to
the  detriment  of  the  Company  and  its  shareholders.
The Board had determined that appropriate steps should be taken to reinforce and
encourage  the  continued  attention  and dedication of members of the Company's
management,  including yourself, to their assigned duties without distraction in
the  face  of  the  possibility  of a change in control of the Company.  In this
connection,  the Company had previously entered into a letter agreement with you
dated  December  6, 1998 which was initially effective December 6 , 1998 through
December  31,  1998  (the  "Agreement").  Commencing  January  1,  1999 and each
January 1 thereafter, the Agreement is automatically extended for one additional
year  unless,  not  later  than  September 30 of the preceding year, the Company
shall  have  given  you  notice  that  it  did not wish to extend the Agreement.
The  Agreement  includes  a  provision  allowing  the  Executive  to  terminate
employment  for  good  reason  if  the  Executive tenders his or her resignation
during  the  thirty  days  immediately following the first twelve months after a
Change  of  Control  (as  defined by the Agreement).  Upon such resignation, the
Executive  shall  receive  the  benefits  set  forth  in  the  Agreement.
A  Change  of  Control  occurs  on the first to occur of the events described in
Section  4(i)  of the Agreement.  One such event is approval by the shareholders
of  a  merger or consolidation of the Company with any other corporation.  Given
the  possibility  that  shareholder  approval  could occur well in advance of an
actual  merger (as a result of the necessity of obtaining regulatory approval or
otherwise),  the  Board  has  determined that it is in the best interests of the
Company  and  the  Executive  to amend the Agreement to instead provide that the
Executive  may  terminate  employment  for  good  reason  during the thirty days
immediately  following the first twelve months after the merger has taken place.
The  Executive then has an opportunity to experience employment at the successor
corporation  for twelve months before he or she must make the election permitted
under  the  Agreement.
In  accordance  with  the  provisions  of  Section  10 of the Agreement, Section
5(iii)(J)  of  the  Agreement  is  hereby  modified  to  provide good reason for
termination  by  the  Executive  as  follows:
"your  resignation, if tendered during the thirty days immediately following the
first  twelve  months  after  Change  of Control, provided however, that, if the
Change  in  Control occurs pursuant to Section 4(i)(C), your resignation must be
tendered  during  the  thirty days immediately following the first twelve months
after  the date the Company merges or consolidates with the corporation approved
by  the  shareholders  pursuant  to  Section  4(i)(C)  of  the  Agreement."
     Except as modified herein, all other terms of the Agreement shall remain in
full force and effect.  This letter is submitted in duplicate.  If it sets forth
our  agreement  on the subject matter hereof, kindly sign both copies and return
one  copy  to  me.  These  letters  will  then  constitute our agreement on this
subject.

          By:     /s/Thomas  P.  Salmon
                  ---------------------
          Thomas  P.  Salmon,  Chairman
     Board  of  Directors
          Green  Mountain  Power  Corporation




Agreed  to  this  31st  day  of  October,  2001.
/s/  Christopher  L.  Dutton
----------------------------
Christopher  L.  Dutton
President  and  Chief  Executive  Officer
Green  Mountain  Power  Corporation

OCTOBER  31,  2001          PAGE  142

142

                                              SEC 2001 FORM 10-K EXHIBIT 10-D-33





          PERSONAL  AND  CONFIDENTIAL
          October  31,  2001




Robert  J.  Griffin
Controller
Green  Mountain  Power  Corporation
P.O.  Box  850
South  Burlington,  VT  05402-0850
Dear  Mr.  Griffin:
     Green  Mountain Power Corporation (the "Company") considers it essential to
the  best  interests  of its shareholders to foster the continuous employment of
key  management  personnel.  In  addition, the Board of Directors of the Company
(the  "Board")  recognizes  that  the  possibility of a change of control of the
Company  may  exist  and  the uncertainty and questions which it may raise among
management may result in the distraction or departure of management personnel to
the  detriment  of  the  Company  and  its  shareholders.
The Board had determined that appropriate steps should be taken to reinforce and
encourage  the  continued  attention  and dedication of members of the Company's
management,  including yourself, to their assigned duties without distraction in
the  face  of  the  possibility  of a change in control of the Company.  In this
connection,  the Company had previously entered into a letter agreement with you
dated  December  6, 1998 which was initially effective December 6 , 1998 through
December  31,  1998  (the  "Agreement").  Commencing  January  1,  1999 and each
January 1 thereafter, the Agreement is automatically extended for one additional
year  unless,  not  later  than  September 30 of the preceding year, the Company
shall  have  given  you  notice  that  it  did not wish to extend the Agreement.
The  Agreement  includes  a  provision  allowing  the  Executive  to  terminate
employment  for  good  reason  if  the  Executive tenders his or her resignation
during  the  thirty  days  immediately following the first twelve months after a
Change  of  Control  (as  defined by the Agreement).  Upon such resignation, the
Executive  shall  receive  the  benefits  set  forth  in  the  Agreement.
A  Change  of  Control  occurs  on the first to occur of the events described in
Section  4(i)  of the Agreement.  One such event is approval by the shareholders
of  a  merger or consolidation of the Company with any other corporation.  Given
the  possibility  that  shareholder  approval  could occur well in advance of an
actual  merger (as a result of the necessity of obtaining regulatory approval or
otherwise),  the  Board  has  determined that it is in the best interests of the
Company  and  the  Executive  to amend the Agreement to instead provide that the
Executive  may  terminate  employment  for  good  reason  during the thirty days
immediately  following the first twelve months after the merger has taken place.
The  Executive then has an opportunity to experience employment at the successor
corporation  for twelve months before he or she must make the election permitted
under  the  Agreement.
In  accordance  with  the  provisions  of  Section  10 of the Agreement, Section
5(iii)(J)  of  the  Agreement  is  hereby  modified  to  provide good reason for
termination  by  the  Executive  as  follows:
"your  resignation, if tendered during the thirty days immediately following the
first  twelve  months  after  Change  of Control, provided however, that, if the
Change  in  Control occurs pursuant to Section 4(i)(C), your resignation must be
tendered  during  the  thirty days immediately following the first twelve months
after  the date the Company merges or consolidates with the corporation approved
by  the  shareholders  pursuant  to  Section  4(i)(C)  of  the  Agreement."
     Except as modified herein, all other terms of the Agreement shall remain in
full force and effect.  This letter is submitted in duplicate.  If it sets forth
our  agreement  on the subject matter hereof, kindly sign both copies and return
one  copy  to  me.  These  letters  will  then  constitute our agreement on this
subject.

          By:     /s/  Thomas  P.  Salmon
                  -----------------------
          Thomas  P.  Salmon,  Chairman
     Board  of  Directors
          Green  Mountain  Power  Corporation




Agreed  to  this  31st  day  of  October,  2001.
/s/  Robert  J.  Griffin
------------------------
Robert  J.  Griffin
Controller
Green  Mountain  Power  Corporation



OCTOBER  31,  2001          PAGE  142

142


                                              SEC 2001 FORM 10-K EXHIBIT 10-D-34




          PERSONAL  AND  CONFIDENTIAL
          October  31,  2001




Walter  S.  Oakes
VP  -  Field  Operations
Green  Mountain  Power  Corporation
P.O.  Box  850
South  Burlington,  VT  05402-0850
Dear  Mr.  Oakes:
     Green  Mountain Power Corporation (the "Company") considers it essential to
the  best  interests  of its shareholders to foster the continuous employment of
key  management  personnel.  In  addition, the Board of Directors of the Company
(the  "Board")  recognizes  that  the  possibility of a change of control of the
Company  may  exist  and  the uncertainty and questions which it may raise among
management may result in the distraction or departure of management personnel to
the  detriment  of  the  Company  and  its  shareholders.
The Board had determined that appropriate steps should be taken to reinforce and
encourage  the  continued  attention  and dedication of members of the Company's
management,  including yourself, to their assigned duties without distraction in
the  face  of  the  possibility  of a change in control of the Company.  In this
connection,  the Company had previously entered into a letter agreement with you
dated  December  6, 1998 which was initially effective December 6 , 1998 through
December  31,  1998  (the  "Agreement").  Commencing  January  1,  1999 and each
January 1 thereafter, the Agreement is automatically extended for one additional
year  unless,  not  later  than  September 30 of the preceding year, the Company
shall  have  given  you  notice  that  it  did not wish to extend the Agreement.
The  Agreement  includes  a  provision  allowing  the  Executive  to  terminate
employment  for  good  reason  if  the  Executive tenders his or her resignation
during  the  thirty  days  immediately following the first twelve months after a
Change  of  Control  (as  defined by the Agreement).  Upon such resignation, the
Executive  shall  receive  the  benefits  set  forth  in  the  Agreement.
A  Change  of  Control  occurs  on the first to occur of the events described in
Section  4(i)  of the Agreement.  One such event is approval by the shareholders
of  a  merger or consolidation of the Company with any other corporation.  Given
the  possibility  that  shareholder  approval  could occur well in advance of an
actual  merger (as a result of the necessity of obtaining regulatory approval or
otherwise),  the  Board  has  determined that it is in the best interests of the
Company  and  the  Executive  to amend the Agreement to instead provide that the
Executive  may  terminate  employment  for  good  reason  during the thirty days
immediately  following the first twelve months after the merger has taken place.
The  Executive then has an opportunity to experience employment at the successor
corporation  for twelve months before he or she must make the election permitted
under  the  Agreement.
In  accordance  with  the  provisions  of  Section  10 of the Agreement, Section
5(iii)(J)  of  the  Agreement  is  hereby  modified  to  provide good reason for
termination  by  the  Executive  as  follows:
"your  resignation, if tendered during the thirty days immediately following the
first  twelve  months  after  Change  of Control, provided however, that, if the
Change  in  Control occurs pursuant to Section 4(i)(C), your resignation must be
tendered  during  the  thirty days immediately following the first twelve months
after  the date the Company merges or consolidates with the corporation approved
by  the  shareholders  pursuant  to  Section  4(i)(C)  of  the  Agreement."
     Except as modified herein, all other terms of the Agreement shall remain in
full force and effect.  This letter is submitted in duplicate.  If it sets forth
our  agreement  on the subject matter hereof, kindly sign both copies and return
one  copy  to  me.  These  letters  will  then  constitute our agreement on this
subject.

          By:     /s/  Thomas  P.  Salmon
                  -----------------------
          Thomas  P.  Salmon,  Chairman
     Board  of  Directors
          Green  Mountain  Power  Corporation




Agreed  to  this  31st  day  of  October,  2001.
/s/  Walter  S.  Oakes
----------------------
Walter  S.  Oakes
VP  -  Field  Operations
Green  Mountain  Power  Corporation


OCTOBER  31,  2001          PAGE  146

146

                                              SEC 2001 FORM 10-K EXHIBIT 10-D-35


                    PERSONAL  AND  CONFIDENTIAL
          October  31,  2001
Mary  G.  Powell
Chief  Operating  Officer
Green  Mountain  Power  Corporation
P.O.  Box  850
South  Burlington,  VT  05402-0850
Dear  Ms.  Powell:
     Green  Mountain Power Corporation (the "Company") considers it essential to
the  best  interests  of its shareholders to foster the continuous employment of
key  management  personnel.  In  addition, the Board of Directors of the Company
(the  "Board")  recognizes  that  the  possibility of a change of control of the
Company  may  exist  and  the uncertainty and questions which it may raise among
management may result in the distraction or departure of management personnel to
the  detriment  of  the  Company  and  its  shareholders.
The Board had determined that appropriate steps should be taken to reinforce and
encourage  the  continued  attention  and dedication of members of the Company's
management,  including yourself, to their assigned duties without distraction in
the  face  of  the  possibility  of a change in control of the Company.  In this
connection,  the Company had previously entered into a letter agreement with you
dated  December  6, 1998 which was initially effective December 6 , 1998 through
December  31,  1998  (the  "Agreement").  Commencing  January  1,  1999 and each
January 1 thereafter, the Agreement is automatically extended for one additional
year  unless,  not  later  than  September 30 of the preceding year, the Company
shall  have  given  you  notice  that  it  did not wish to extend the Agreement.
The  Agreement  includes  a  provision  allowing  the  Executive  to  terminate
employment  for  good  reason  if  the  Executive tenders his or her resignation
during  the  thirty  days  immediately following the first twelve months after a
Change  of  Control  (as  defined by the Agreement).  Upon such resignation, the
Executive  shall  receive  the  benefits  set  forth  in  the  Agreement.
A  Change  of  Control  occurs  on the first to occur of the events described in
Section  4(i)  of the Agreement.  One such event is approval by the shareholders
of  a  merger or consolidation of the Company with any other corporation.  Given
the  possibility  that  shareholder  approval  could occur well in advance of an
actual  merger (as a result of the necessity of obtaining regulatory approval or
otherwise),  the  Board  has  determined that it is in the best interests of the
Company  and  the  Executive  to amend the Agreement to instead provide that the
Executive  may  terminate  employment  for  good  reason  during the thirty days
immediately  following the first twelve months after the merger has taken place.
The  Executive then has an opportunity to experience employment at the successor
corporation  for twelve months before he or she must make the election permitted
under  the  Agreement.
In  accordance  with  the  provisions  of  Section  10 of the Agreement, Section
5(iii)(J)  of  the  Agreement  is  hereby  modified  to  provide good reason for
termination  by  the  Executive  as  follows:
"your  resignation, if tendered during the thirty days immediately following the
first  twelve  months  after  Change  of Control, provided however, that, if the
Change  in  Control occurs pursuant to Section 4(i)(C), your resignation must be
tendered  during  the  thirty days immediately following the first twelve months
after  the date the Company merges or consolidates with the corporation approved
by  the  shareholders  pursuant  to  Section  4(i)(C)  of  the  Agreement."
     Except as modified herein, all other terms of the Agreement shall remain in
full force and effect.  This letter is submitted in duplicate.  If it sets forth
our  agreement  on the subject matter hereof, kindly sign both copies and return
one  copy  to  me.  These  letters  will  then  constitute our agreement on this
subject.

          By:     /s/  Thomas  P.  Salmon
                  -----------------------
          Thomas  P.  Salmon,  Chairman
     Board  of  Directors
          Green  Mountain  Power  Corporation




Agreed  to  this  31st  day  of  October,  2001.
/s/  Mary  G.  Powell
---------------------
Mary  G.  Powell
Senior  Vice  President-Chief  Operating  Officer
Green  Mountain  Power  Corporation


OCTOBER  31,  2001          PAGE  147

147

                                              SEC 2001 FORM 10-K EXHIBIT 10-D-36





          PERSONAL  AND  CONFIDENTIAL
          October  31,  2001




Stephen  C.  Terry
Sr.  VP  -  Corporate  &  Legal  Affairs
Green  Mountain  Power  Corporation
P.O.  Box  850
South  Burlington,  VT  05402-0850
Dear  Mr.  Terry:
     Green  Mountain Power Corporation (the "Company") considers it essential to
the  best  interests  of its shareholders to foster the continuous employment of
key  management  personnel.  In  addition, the Board of Directors of the Company
(the  "Board")  recognizes  that  the  possibility of a change of control of the
Company  may  exist  and  the uncertainty and questions which it may raise among
management may result in the distraction or departure of management personnel to
the  detriment  of  the  Company  and  its  shareholders.
The Board had determined that appropriate steps should be taken to reinforce and
encourage  the  continued  attention  and dedication of members of the Company's
management,  including yourself, to their assigned duties without distraction in
the  face  of  the  possibility  of a change in control of the Company.  In this
connection,  the Company had previously entered into a letter agreement with you
dated  December  6, 1998 which was initially effective December 6 , 1998 through
December  31,  1998  (the  "Agreement").  Commencing  January  1,  1999 and each
January 1 thereafter, the Agreement is automatically extended for one additional
year  unless,  not  later  than  September 30 of the preceding year, the Company
shall  have  given  you  notice  that  it  did not wish to extend the Agreement.
The  Agreement  includes  a  provision  allowing  the  Executive  to  terminate
employment  for  good  reason  if  the  Executive tenders his or her resignation
during  the  thirty  days  immediately following the first twelve months after a
Change  of  Control  (as  defined by the Agreement).  Upon such resignation, the
Executive  shall  receive  the  benefits  set  forth  in  the  Agreement.
A  Change  of  Control  occurs  on the first to occur of the events described in
Section  4(i)  of the Agreement.  One such event is approval by the shareholders
of  a  merger or consolidation of the Company with any other corporation.  Given
the  possibility  that  shareholder  approval  could occur well in advance of an
actual  merger (as a result of the necessity of obtaining regulatory approval or
otherwise),  the  Board  has  determined that it is in the best interests of the
Company  and  the  Executive  to amend the Agreement to instead provide that the
Executive  may  terminate  employment  for  good  reason  during the thirty days
immediately  following the first twelve months after the merger has taken place.
The  Executive then has an opportunity to experience employment at the successor
corporation  for twelve months before he or she must make the election permitted
under  the  Agreement.
In  accordance  with  the  provisions  of  Section  10 of the Agreement, Section
5(iii)(J)  of  the  Agreement  is  hereby  modified  to  provide good reason for
termination  by  the  Executive  as  follows:
"your  resignation, if tendered during the thirty days immediately following the
first  twelve  months  after  Change  of Control, provided however, that, if the
Change  in  Control occurs pursuant to Section 4(i)(C), your resignation must be
tendered  during  the  thirty days immediately following the first twelve months
after  the date the Company merges or consolidates with the corporation approved
by  the  shareholders  pursuant  to  Section  4(i)(C)  of  the  Agreement."
     Except as modified herein, all other terms of the Agreement shall remain in
full force and effect.  This letter is submitted in duplicate.  If it sets forth
our  agreement  on the subject matter hereof, kindly sign both copies and return
one  copy  to  me.  These  letters  will  then  constitute our agreement on this
subject.

          By:     /s/  Thomas  P.  Salmon
                  -----------------------
          Thomas  P.  Salmon,  Chairman
     Board  of  Directors
          Green  Mountain  Power  Corporation




Agreed  to  this  31st  day  of  October,  2001.
/s/  Stephen  C.  Terry
-----------------------
Stephen  C.  Terry
Sr.  VP  -  Corporate  &  Legal  Affairs
Green  Mountain  Power  Corporation



                                   SEC  2001  FORM  10-K  EXHIBIT  23-A-1

CONSENT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
reports  dated  March  12,  2002  included  in this Form 10-K into the company's
previously  filed  registration  statements,  File Nos. 333-38722, 333-39822 and
333-42356.




/s/  Arthur  Andersen  LLP
Boston,  Massachusetts
March  19,  2002

<PAGE>





                                                                      EXHIBIT 24

                                POWER OF ATTORNEY
                                -----------------

     We,  the  undersigned directors of Green Mountain Power Corporation, hereby
severally  constitute  Christopher  L.  Dutton,  Mary  G.  Powell, and Robert J.
Griffin,  and  each of them singly, our true and lawful attorney with full power
of  substitution,  to  sign  for us and in our names in the capacities indicated
below,  the  Annual  Report on Form 10-K of Green Mountain Power Corporation for
the  fiscal year ended December 31, 2001, and generally to do all such things in
our  name  and  behalf  in  our capacities as directors to enable Green Mountain
Power  Corporation  to comply with the provisions of the Securities Exchange Act
of 1934, as amended, all requirements of the Securities and Exchange Commission,
and all requirements of any other applicable law or regulation, hereby ratifying
and  confirming  our  signatures  as they may be signed by our said attorney, to
said  Annual  Report.

SIGNATURE                     TITLE                       DATE
---------                     -----                       ----

/s/Christopher  L.  Dutton  President  and  Director     March  12,  2002
--------------------------
Christopher  L.  Dutton      (Principal  Executive
                            Officer)

/s/Thomas  P.  Salmon                              March  13,  2002
---------------------
Thomas  P.  Salmon            Chairman  of  the  Board

/s/Nordahl  L.  Brue                         March  12,  2002
--------------------
Nordahl  L.  Brue             Director

/s/William  H.  Bruett                         March  18,  2002
----------------------
William  H.  Bruett           Director

/s/Merrill  O.  Burns                         March  13,  2002
---------------------
Merrill  O.  Burns            Director

/s/Lorraine  E.  Chickering                              March  12,  2002
---------------------------
Lorraine  E.  Chickering      Director

/s/John  V.  Cleary                         March  12,  2002
-------------------
John  V.  Cleary              Director

/s/David  R.  Coates                         March  15,  2002
--------------------
David  R.  Coates             Director

/s/Euclid  A.  Irving                         March  18,  2002
---------------------
Euclid  A.  Irving            Director




149

EXHIBIT  99



March  19,  2002

Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549-0408

Ladies  and  Gentlemen:

This  letter is written pursuant to Temporary Note 3T to Article 3 of Regulation
S-X.

Green  Mountain Power Corporation and subsidiaries has received a representation
letter  from  Arthur  Andersen  LLP  ("Andersen")  stating that the audit of the
consolidated balance sheets of Green Mountain Power Corporation and subsidiaries
as  of  December  31,  2001 and 2000, and the related consolidated statements of
income,  retained  earnings  and  cash  flows for each of the three years in the
period ended December 31, 2001, was subject to Andersen's quality control system
for  the  U.S.  accounting and auditing practice to provide reasonable assurance
that  the  engagement  was  conducted in compliance with professional standards,
that  there  was  appropriate  continuity  of  Andersen personnel working on the
audit,  and  availability  of  national  office  consultation.  Availability  of
personnel  at  foreign  affiliates  of  Arthur Andersen was not relevant to this
audit.

Very  truly  yours,

/s/     ROBERT  J.  GRIFFIN
        -------------------

Robert  J.  Griffin
Treasurer  and  Controller
Green  Mountain  Power  Corporation  and  subsidiaries


82

                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) 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.

                                           GREEN  MOUNTAIN  POWER  CORPORATION



                                       By:  _/s/  Christopher  L.  Dutton______
                                            -----------------------------------
                                             Christopher  L.  Dutton,  President
                                             and  Chief  Executive  Officer

Date:  March  20,  2002

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.

        SIGNATURE             TITLE       DATE
-----------------  ----------------   --------


 /s/ Christopher L. Dutton_   President, Chief Executive          March 20, 2002
---------------------------
Christopher  L.  Dutton         Officer,  and  Director


 /s/  Mary G. Powell_______   Chief Operating Officer,            March 20, 2002
---------------------------
   Mary  G.  Powell             Senior  Vice  President

 /s/  Robert  J.  Griffin   Controller,  Treasurer               March  20, 2002
-------------------------
   Robert  J.  Griffin          (Principal  Accounting  Officer)

     *Thomas  P.  Salmon        Chairman  of  the  Board

     *Nordahl  L.  Brue       )

     *William  H.  Bruett      )

     *Merrill  O.  Burns       )

     *David  R.  Coates         )

     *Lorraine  E.  Chickering   )

     *John  V.  Cleary        )
                               Directors
     *Euclid  A.  Irving      )


*By:  _/s/ Christopher L. Dutton                                  March 20, 2002
      --------------------------
     Christopher  L.  Dutton
     (Attorney  -  in  -  Fact)