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                                                                 EXHIBIT 10.D.87

                        GREEN MOUNTAIN POWER CORPORATION
                        --------------------------------
                           THIRD AMENDED AND RESTATED
                           --------------------------
                           DEFERRED COMPENSATION PLAN
                           --------------------------
                              FOR CERTAIN OFFICERS
                              --------------------

     WHEREAS,  Green  Mountain  Power  Corporation (the "Company") established a
deferred  compensation plan for certain officers and set forth the terms of such
plan  by  instrument  dated  September  6,  1985;

     WHEREAS,  on  March 2, 1990, and on July 16, 1993, pursuant to Paragraph 11
of  said instrument, the Board of Directors of the Company exercised its ability
to  amend  the  Deferred  Compensation Plan for Certain Officers by adopting the
Amended  and  Restated  Deferred Compensation Plan For Certain Officers; and the
Second  Amended  and  Restated  Deferred Compensation Plan for Certain Officers.

     AND WHEREAS, the Board of Directors of the Company retained the ability, in
its  sole  discretion,  under  Paragraph  11 of said Second Amended and Restated
Plan,  to  amend  the  plan,  and  has  since  adopted  such  amendments;

     NOW  THEREFORE,  the  Company hereby amends and restates the Second Amended
and  Restated Deferred Compensation Plan for Certain Officers and sets forth the
third  amended  and  restated  plan  (the  "Plan'')  below:

     1.   Purpose.
          -------
          The  purpose  of  this  Plan  is to provide a foundation for continued
growth  of  the  Company  by  strengthening  its  capacity to attract and retain
outstanding  executives  in  key  positions.

     2.   Participants.
          -------------
          An  officer  of  the  Company  with one of the following titles, or an
officer  or  employee  designed  by  resolution  of  the  Board of Directors, is
eligible  to  participate  in  the  Plan:  President,  Executive Vice President,
Senior  Vice  President,  Vice  President,  Assistant  Vice  President,  General
Counsel,  Assistant  General  Counsel, Secretary, Treasurer, Assistant Treasurer
and  Controller.  A  person  once  eligible  to participate in the Plan shall be
known  as  a  "Participant."

     3.   Participant's  Election.
          ------------------------
          (a)  For  the  purpose  of  this  Plan,  "compensation" shall mean the
salary  paid  by  the  Company to said Participant as an officer of the Company,
including  base  salary  and  the  cash  amount  of  any  variable  compensation
(including  any  amounts thereof, which a Participant elects to defer under this
Plan,  but  not  including  amounts  credited  to  gross pay under the Company's
automobile  policy).

          (b)  For  the  year  1985, a Participant, by filing a written election
with  the  Treasurer on or before October 31, may elect not to receive a part or
all  (but  not  to  exceed $20,000 per year) of the compensation that would have
otherwise  been  paid  during  the  remainder  or  the  year.

          (c)  For  the  year  1986, and each year thereafter, a Participant, by
filing  a  written  election  with the Treasurer on or before December 31 of the
preceding  year  (except as herein provided), may elect not to receive a part or
all  of  the compensation (not to exceed $20,000 per year through the year 1992,
and  S35,  000  per  year thereafter) that otherwise would have been paid during
such  year.  For the year 1993 only, a Participant who previously elected not to
receive  $20,000  of the compensation that otherwise would have been paid during
1993  may  elect  not  to  receive  up  to  an additional $15,000 of future 1993
compensation,  by filing an additional written election with the Treasurer on or
after  the  effective  date  of this amendment, July 16, 1993, but no later than
August  1,  1993,  provided  that,  such  additional  election for 1993 shall be
                   --------------
subject  to  the  same  election  of  Growth  Percentage  and time and manner of
distribution  that  the Participant originally elected on or before December 31,
1992.

          (d)  Individuals who first become eligible to participate in this Plan
after  the election dates specified above, by filing a written election with the
Treasurer  before  becoming  eligible to participate, may elect not to receive a
part  or  all of the compensation that would have otherwise been paid during the
remainder  of  such  year.

          (e)  An  election  shall  not be effective unless the Participant also
specifies  the  manner  in which the account will be distributed (see Section 5)
and  whether  the  Growth Percentage shall be fixed or floating (see Section 4).
Fixed  Growth  Percentage shall only be available for officers who are less than
61  years  old  at  time  of  election.

          (f)  Any  election  to  defer compensation under this section shall be
irrevocable  for  that year or the remainder of that year (or longer in the case
of  fixed  Growth Percentage) and may not be canceled for any reason except that
if  the  Board of Directors of the Company or any committee appointed by it (the
"board")  amends  the  Plan pursuant to Paragraph 11, the Participant may elect,
prior  to the effective date of such amendment, to discontinue contributions for
the  remainder  of  the  year  (or  other  election  period) commencing with the
effective date of such amendment.  If the Company shall hereafter amend the Plan
to  modify  the  maximum  amount  of deferral (see Paragraph 3(c)) or the Growth
Percentage  option  (see Paragraph 4), a Participant affected by such change may
elect  that such modified provisions shall apply to the deferral of compensation
to  be  paid  during  the  remainder  of  the  year  (or  other election period)
commencing  fifteen  days  after  the  date  on which the amendment was adopted.

          (g)  If  Participant's deferral or deferrals under this Plan result in
a  reduction  in  benefits  otherwise  payable  under  the  Company's Employees'
Retirement  Plan,  the  Company  will, in addition to the payments otherwise due
under this Plan, pay the amount of such reduction at the times and in the manner
that  such  Retirement Plan benefits would have been paid if the Participant had
not  made  any  deferrals  under  this  Plan.

          (h)  The  Company acknowledges that the deferred compensation provided
hereunder  constitutes  an  important  and integral portion of the Participant's
financial  and  retirement planning, and that in reliance on the availability of
these  benefits,  the  Participant  will  forego  obtaining  benefits from other
sources.

     4.    Deferral  Account.
           -----------------
          (a)  The  Company shall establish a bookkeeping account (the "Deferral
Account")  for  each Participant to record the amounts deferred according to the
provisions  of Section 3.  The Company shall make a credit to each Participant's
Deferral  Account  equal  to  the  portion of the compensation designated in the
Deferred  Compensation  Election  Form.  Such  credit shall be made at the times
that  payment to the Participant of current compensation would have been made if
the  deferral  had  not  been  elected  hereunder.

          (b)  If  the  Participant  shall  elect  a  floating Growth Percentage
(hereinafter  defined),  the  Company  shall  also  make  a  credit to each such
Participant's  Deferral Account on the last day of each month by an amount equal
to a percentage (the "Growth Percentage") of the balance recorded in the account
as  of  the  fifteenth  day  of  said  month.  The Growth Percentage shall equal
one-twelfth of the average annual yield on Public Utility Bonds as determined by
Moody's Investors Service and published in the issue of "Moody's Public Utility"
issued  closest  to  the  fifteenth  day  of  said  month,  or such other Growth
Percentage  as  the  Board  may  from time to time determine to be substantially
equivalent  to the average annual yield on Public Utility Bonds as determined by
Moody's  Investors Service. The rating level to be used for computing the Growth
Percentage  for  each  deferral,  shall  be the Company's rating at the time the
deferral  election  is  executed.

          (c)  If the Participant shall elect a fixed Growth Percentage, such as
may,  from  time  to  time,  be offered by the Company, the Participant shall so
signify  on  his Deferred Compensation Election Form and Growth Percentages will
be  credited  to  such  Participant's  account  in accordance with the terms and
schedule  as  shown  on  the Deferred Compensation Election Form executed by the
Participant.

          (d)  As  close  to  the  end  of  each  calendar year as possible, the
Company  shall  provide  each  Participant  with  a  statement setting forth the
Deferral  Account  balance.

     5.    Distribution  of  Deferral  Account.
           -----------------------------------
           Upon  (a)  the  termination  of  a  Participant's  employment for any
reason,  whether  by  death,  disability, retirement or resignation (hereinafter
collectively  the  "Termination  Date"),  or  (b)  during  the  course  of  the
Participant's  employment,  the Company shall pay to the Participant the balance
then  credited  to  the account, in the amount and at the times indicated by the
Participant  in  writing  at  the  time  of  executing the Deferred Compensation
Election  Form,  provided  that,  if  the  Participant  has  executed a Deferred
Compensation  Election  Form indicating that payment shall be made before his or
her  Termination  Date,  no such election shall be for a deferral period of less
than  three (3) years.  The provisions of subparagraph (b) of this section shall
be  effective  with  respect  to  all  Deferred Compensation Forms executed with
respect  to  compensation  for  calendar  years  after  1993.

          At the request of a Participant because of that Participant's hardship
or  disability,  the Board may, in its sole discretion, vary the manner and time
for  making  any  of  the  aforementioned distributions of the Deferral Account.
However,  neither  a Participant nor the Board may defer the distribution of the
Deferral  Account  more  than  ten  years  from  the  Termination  Date.

          Notwithstanding  the  election  of the Participant as set forth in the
Deferred  Compensation  Election  Form as to the time or times of the payment of
the  balance credited to the Participant's account, the Company shall pay to the
Participant  the  balance  then  credited  to  the account upon a termination of
employment  (within the meaning of a certain Letter Agreement by and between the
Company and the Executive or other Participant that concerns a change in control
of  the  Company  (the  "Letter  Agreement"),  as  such  Letter Agreement may be
modified  from  time  to  time) for any reason following a Change in Control (as
defined  in  the  Letter  Agreement).

          During  the  period  of  time  that  payments  are  being  made  to  a
Participant  who has elected a floating Growth Percentage, the Growth Percentage
shall  be  applied  to  the unpaid balance of the Deferral Account in the manner
prescribed  herein,  and  the  resulting  growth  amount  shall  be  paid to the
Participant  upon  the  due  date  of  the  next  regular  distribution payment.
Participants who elect a fixed Growth Percentage will be paid in accordance with
the  provisions  of  the  Deferred  Compensation  Election  Form.

     6.    Nature  of  Accounts.
           --------------------
          All  amounts  credited  to  Deferral  Accounts  shall  remain the sole
property of the Company and shall be usable by it as a part of its general funds
for  any  legal purpose whatever.  The Deferral Account shall exist only for the
purpose  of  facilitating  the  computation  of  benefits  hereunder.  Nothing
contained  in  this  Plan and no action taken pursuant to the provisions of this
Plan  shall create or be construed to create a trust or escrow of any kind, or a
fiduciary  relationship  between the Company and the Participant, the designated
beneficiary or any other person.  To the extent that any person acquires a right
to  receive  payments  from  the Company under this Plan, such right shall be no
greater  than  the  right  of  any  unsecured  general  creditor of the Company.

     7.    Beneficiary  Designation.
           ------------------------
          A  Participant may designate a beneficiary to receive, in the event of
Participant's  death all amounts which are then and thereafter payable under the
Plan.  Beneficiaries  shall  receive  such  amounts  in  accordance  with  the
Participant's  specifications  (see  Section  5).  Such  designation  and  any
subsequent  changes  thereto  shall  be  made  in  writing  and  filed  with the
Treasurer.  In  the  event  of  the  Participant's death prior to receipt of the
total  Deferral Account and without so designating a beneficiary, the balance of
said  Deferral  Account  shall  be paid to Participant's spouse, if then living,
otherwise  to Participant's estate in accordance with the election made pursuant
to  Section  5.

     8.    Nontransferabilitv.
           ------------------
          No  right to payment under this Plan shall be subject to anticipation,
alienation,  sale, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be
void.  No right to payment shall, in any manner, be liable for or subject to the
debts,  contracts,  liabilities or torts of the person entitled thereto.  If, at
the  time when payments are to be made hereunder, Participant or the beneficiary
are  indebted  to  the Company, then any payments remaining to be made hereunder
may,  at  the  discretion  of  the  Company,  be  reduced  by the amount of such
indebtedness.  An  election by the Company not to reduce such payments shall not
constitute  a  waiver  of  its  claim  for  such  indebtedness.

     9.    Plan  Interpretation.
           --------------------
          The  Board  shall have full power and authority to interpret, construe
and  administer  this  Plan,  and  the  Board's interpretations and construction
thereof,  and  actions  thereunder,  including  any  valuation  of  the Deferral
Account,  or  the amount or recipient of the payment to be made therefrom, shall
be  binding  and  conclusive  on all persons for all purposes.  No member of the
Board  shall  be  liable  to  any  person  for  any  action  taken or omitted in
connection  with  the  interpretation  and  administration  of  this Plan unless
attributable  to  that  member's  own  willful misconduct or lack of good faith.

     10.    Successors  and  Assigns.
            ------------------------
          This  Plan  shall  be  binding  upon  and  inure to the benefit of the
Company,  its  successors and assigns, and the Participant and the Participant's
heirs,  executors,  administrators  and  legal  representatives.

     11.    Amendment  and  Termination.
            ----------------------------
          The Board may, at its sole discretion, at any time, amend or terminate
this  Plan  with  respect  to any future period, provided that in no event shall
such  amendment  or  termination  result  in  a  reduction  in  benefits  if the
Participant  has  completed  the  scheduled  deferral  of  Compensation.  If the
Participant has not completed the scheduled deferral of compensation at the time
of  the Plan amendment or termination, the Participant's benefits may be reduced
only  on  a pro rata basis computed on the proportion of deferrals not yet made.
Notice  of  any such amendment or termination shall be given to the Participants
not  later  than  sixty  (60)  days  before  the  effective  date(s)  thereof.

     12.    Reorganization  of  the  Company.
            --------------------------------
          The  Company  agrees  that  it  will not merge or consolidate with any
other  company, business, corporation, partnership, or organization, and/or that
it  will  not permit any of its activities to be taken over unless and until the
succeeding  or  continuing  corporation or business entity expressly assumes all
rights,  duties,  privileges and obligations herein set forth.  In the event the
Company  fails  to comply with this provision, the Participant shall be entitled
to  benefits  equal  to one hundred twenty-five percent (125%) of those benefits
otherwise  provided  for  herein.

     13.    Applicable  Law.
            ----------------
          This  Plan  shall  be construed in accordance with and governed by the
laws  of  the  State  of  Vermont.

     l4.    Arbitration.
            -----------
          Any  dispute  or  controversy arising under or in connection with this
Plan  shall  be  settled  exclusively  by  arbitration in Burlington, Vermont in
accordance  with  the  rules  of  the  American  Arbitration Association then in
effect.  Judgment  may  be entered on the arbitrator's award in any court having
jurisdiction.  In  the  event  that  the  Participant  prevails  and  is awarded
benefits  or  money damages by the arbitrator, such benefits or damages shall be
equal  to  one  hundred  twenty-five  percent (125%) of the amount otherwise due
under this Plan; however, if the arbitrator finds that the Company acted in good
faith,  such  benefits  or  damages  shall  only be equal to one hundred percent
(100%)  of  the  amount  due  under  this  Plan.

     15.    Attorneys  Fees.
            ---------------
          The  Company  shall  pay  the  Participant  all  costs  and  expenses,
including  reasonable  attorney's  fees  and  arbitration costs, incurred by the
Participant  in  reasonably  exercising  any  of his/her rights hereunder, or in
enforcing  any  terms,  conditions,  or  provisions  hereof.

                          ACKNOWLEDGMENT OF ARBITRATION

     This  Plan contains an agreement to arbitrate.  After the Participant signs
an  election  pursuant to this Plan, the Company and Participant understand that
they  will  not be able to bring a lawsuit concerning any dispute that may arise
which  is covered by the arbitration agreement, unless it involves a question of
constitutional  or civil rights.  Instead, the Company and the Participant agree
to  submit  any  such  dispute  to  an  impartial  arbitrator.

     IN  WITNESS WHEREOF, the Company has caused this Third Amended and Restated
Deferred  Compensation  Plan  for  Certain  Officers  to be executed by its duly
authorized  officer  as  of  the  1st  day  of  December,  1998.

IN  THE  PRESENCE  OF:                 GREEN  MOUNTAIN  POWER  CORPORATION



/s/Donna  S.  Laffan     By:  /s/Christopher  L.  Dutton
--------------------        ----------------------------
                                       Christopher  L.  Dutton
                                          Its  President  and
                                          Chief  Executive  Officer