2003 SEC FORM 10-K EXHIBIT 10-D-46
                        GREEN MOUNTAIN POWER CORPORATION

                      OFFICER DEFERRED STOCK UNIT AGREEMENT
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     THIS  AGREEMENT,  dated as of the 10th day of February  2004, between GREEN
MOUNTAIN  POWER  CORPORATION , a Vermont corporation (the "Company"), and DONALD
J.  RENDALL,  JR.  (the  "Participant"),  is  made  pursuant  and subject to the
provisions  of  the  Green  Mountain Power Corporation 2000 Stock Incentive Plan
(the  "Plan"),  a copy of which has been made available to the Participant.  All
terms  used herein that are defined in the Plan have the same meaning given them
in  the  Plan.
1.     AWARD.
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     Pursuant  to  the  Plan, the Company, effective as of February 9, 2004 (the
"Date  of  Grant"),  granted  to  the  Participant,  subject  to  the  terms and
conditions  of  the  Plan and subject further to the terms and conditions herein
set  forth,  an  award of 4,400 Stock Units.  For purposes of this Agreement and
any  related Deferral Agreement, a Stock Unit is the right to receive a share of
Common  Stock  based  on  the  terms  of  this  Agreement.
2.     TERMS  AND  CONDITIONS.
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     No  Common Stock will be issued, no payment will be made hereunder, and the
Participant's  interest  in the Stock Units granted hereunder shall be forfeited
except  to  the  extent  that  the  requirements of the following paragraphs are
satisfied.
3.     VESTING.
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     The  Stock Units subject to this Agreement will vest as follows: (i) 50% of
the  Stock Units will vest on February 15, 2005; and (ii) 50% of the Stock Units
will  vest  on  February  15,  2006.
4.     FORFEITURE.
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     The  shares  of Common Stock subject to this Agreement will be forfeited if
the  Participant  is  not  an  officer  of  the Company on February 15, 2005 and
February  15,  2006.  Notwithstanding the immediately preceding sentence, if the
Participant  is an officer of the Company on February 15, 2005, 50% of the Stock
Units  will  vest  on  such  date.
5.     SHAREHOLDER  RIGHTS.
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     The  Participant  shall not have any rights as a shareholder of the Company
with  respect to the Stock Units subject to this Agreement until the Stock Units
vest  and  are  settled  by  the  issuance  of  Common  Stock.
6.     CHANGE  IN  CAPITAL  STRUCTURE.
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     The terms of this Agreement, including the number of Stock Units subject to
this  Agreement,  shall  be  adjusted  as  the Committee determines is equitably
required  in  the  event  the Company effects one or more stock dividends, stock
split-sups, subdivisions or consolidations of shares or other similar changes in
capitalization.
7.     CONFLICTS.
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     In  the  event  of  any  conflict  between the provisions of the Plan as in
effect on the Date of Grant and the provisions of this Agreement, the provisions
of the Plan shall govern.  All references herein to the Plan mean the Plan as in
effect  on  the  date  hereof.
8.     PARTICIPANT  BOUND  BY  PLAN.
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     The  Participant  hereby acknowledges that a copy of the Plan has been made
available to him and agrees to be bound by all the terms and provisions thereof.
9.     BINDING  EFFECT.
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     Subject  to  the  limitations  stated above and in the Plan, this Agreement
shall be binding upon and inure to the benefit of the legatees, distributees and
personal  representatives  of the Participant and the successors of the Company.
10.     GOVERNING  LAW.
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     This Agreement shall be governed by, and interpreted under, the laws of the
State  of  Vermont  except  its choice of law provisions to the extent that they
would  require  the  application  of the laws of a State other than the State of
Vermont.
                                      * * *
     IN  WITNESS  WHEREOF, the Company has caused this Agreement to be signed by
its duly authorized officer and the Participant has signed this Agreement on the
date  or  dates  set  forth  below.

GREEN  MOUNTAIN  POWER  CORPORATION

By:  Nordahl  L.  Brue
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Date:  February  9,  2004

DONALD  J.  RENDALL,  JR.
By:/s/Donald  J.  Rendall,  Jr.
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Date:     February  9,  2004