-  -
                                                                 EXHIBIT 10.D.85
                      AMENDED SUPPLEMENTAL RETIREMENT PLAN
                      ------------------------------------

     This  is an Agreement, entered into as of the date set forth on the Summary
Schedule  which  is  attached hereto and made a part hereof, and as amended from
time  to  time  thereafter,  by  and  between  GREEN  MOUNTAIN POWER CORPORATION
(hereinafter  "Company")  and  the  Executive  named  on  the  Summary  Schedule
(hereinafter  "Executive").

     WHEREAS,  the  Executive  has provided valuable services to the Company and
the  Company  desires  to retain the Executive's valuable services and to aid in
providing  retirement and death benefits to the Executive and his beneficiaries;

     WHEREAS,  the  Executive  is  a  highly  compensated  managerial  employee;

     WHEREAS,  the  retirement  and death benefits provided herein constitute an
important  and  integral  portion  of  the  Executive's financial and retirement
planning;  and

     WHEREAS, in reliance on the availability of the benefits provided Executive
herein,  Executive  has  chosen to forego obtaining benefits from other sources.

     NOW  THEREFORE, the Company and the Executive in consideration of the terms
and  conditions  set forth herein hereby mutually covenant and agree as follows:

     1.   Retirement  Benefit.  The  Company  will  pay the Executive commencing
within thirty days of the Executive's attaining age 65, if the Executive is then
employed  by the Company, the amount per month set forth on the Summary Schedule
guaranteed  for fifteen years.  If the Executive so elects before payments under
this  Agreement commence, the Company will pay in lieu of the payments described
in the preceding sentence, the actuarial equivalent of the payments described in
the preceding sentence according to the following payment options:  (1) payments
for  the  remaining  life  of  the  Executive with a minimum of fifteen years of
payments;  (2)  payments  as described in (1) except that, in addition, payments
will  continue  for  the  remaining  life  of a surviving spouse.  The actuarial
calculations  will  be  performed by an enrolled actuary.  If the Executive dies
after  becoming  entitled  to  payments,  but before the payments guaranteed for
fifteen  years  have  been  paid,  the  unpaid  balance  of  the actual payments
guaranteed  for  fifteen  years  will  continue to be paid by the Company to the
beneficiaries  named  in  the  Summary  Schedule.

     2.   Early  Retirement  Benefits.  In  the event the Executive's employment
with  the  Company  terminates prior to the Executive's attaining age 65 for any
reason  other  than  death  of the Executive or cause (gross misconduct) and the
Executive has attained the age of 50 and has been employed by the Company for at
least  10  years,  then  within thirty days of the date of such termination, the
Company  will  commence  to pay the Executive the monthly retirement benefit set
forth  on the Summary Schedule for fifteen years reduced by such amount as shall
be  determined  by  the  Company, provided, however, such reduction shall not be
more  than  six  percent  (6%) for each full year that the early retirement date
precedes  the  Executive's attaining age 65.  The actuarial options available in
Paragraph  1  shall  also  be  available  in  the  event  of  Executive's  early
retirement.

     3.   Death  Benefit.  If  the  Executive  dies  after  payments  of monthly
benefits  to  the  Executive have commenced pursuant to Paragraphs 1 or 2 above,
then  the  Company  shall  pay to the Executive's beneficiaries as an additional
benefit,  the  sum  of  One  Hundred  Thousand  Dollars  ($100,000.00).

     4.   Benefits  on  a  Change  in Control.  Upon a termination of employment
(within the meaning of a certain Letter Agreement by and between the Company and
the  Executive  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) except
for  cause  (gross  misconduct), the Executive shall be deemed to have satisfied
all requirements for full vesting of benefits under this Agreement.  The Company
will  pay  to  the  Executive  a single lump sum benefit in lieu of the payments
otherwise due under the terms of this Plan within thirty days of the Executive's
termination  of  employment.  Said  lump  sum payment shall be the present value
equivalence of the amount per month set forth on the Summary Schedule guaranteed
for  fifteen  years commencing within thirty days of the Executive's termination
of employment and shall not be reduced to reflect that the payment date precedes
the  Executive's  attaining  age  65.  The  interest  rate used to calculate the
present value of the amount per month set forth in the Summary Schedule shall be
the  "Applicable  Interest Rate" as defined in the Employees' Retirement Plan of
Green  Mountain  Power  Corporation  ["the Plan"] or, if the Plan shall cease to
define  Applicable  Interest  Rate,  such similar interest rate as shall be used
under  the  Plan  or  a  similar plan to determine the present value of benefits
payable  in  a  lump  sum.  The  timely  payment of such lump sum benefit to the
Executive  shall  be  treated  as  compliance  with the provisions of Section 11
hereof.

     5.   Disability;  Leave of Absence.  If the Executive shall become disabled
within  the meaning of the long-term disability plan of the Company and prior to
termination of employment with the Company, the Executive shall be considered to
be  continuing  in  employment  as  an  executive for as long as such disability
exists,  but  not after age sixty-five and the Executive's salary as referred to
on  the  Summary  Schedule  shall  be  deemed  to be the Executive's annual base
compensation  on  the  date  of  onset  of  the  disability.

     6.   Executives  of  Subsidiaries.  For  purposes  of  this  Agreement,
employment  by the Company shall include employment by a wholly-owned subsidiary
of  the  Company.  The  transfer  of  an  Executive  from  the  Company  to  any
wholly-owned  subsidiary  of the Company, or from any wholly-owned subsidiary to
the Company, or from one wholly-owned subsidiary to another shall not constitute
a  termination  of  such  Executive's  employment  by  the  Company  under  this
Agreement.

     7.   Employment  and  Other  Rights.  This  Agreement  creates  no  rights
whatsoever  in  the  Executive  to continue in the employ of the Company for any
length of time, nor does it create any rights in the Executive or obligations on
the  part  of  the  Company  except  as  set  forth  herein.

     8.   Anti-Alienability  Clause.  Neither  the Executive nor any beneficiary
shall  transfer,  assign,  pledge,  mortgage or encumber any of the benefits and
payments  hereunder.  The  benefits  shall  not  be  subject  to  seizure, lien,
judgment,  alimony,  levy,  garnishment,  or  attachment.  In the event that the
Executive  or  any  beneficiary  shall attempt any of the acts described in this
Paragraph,  then  the payment of installment payments or benefits by the Company
shall  immediately  terminate.

     9.   No  Effect  on Other Plans.  Nothing contained herein shall affect any
right  or  privilege  of  the  Executive with regard to other employee plans the
Company  has,  or  may  have  in  the  future.

     10.   Financial  Hardship.  After  payments under this Agreement begin, the
Company  may,  in  its  sole  discretion,  pay the balance of the account to the
Executive  or any beneficiary herein, provided that the Executive or beneficiary
has  a  demonstrable  need  due  to financial hardship.  The decision of whether
financial  hardship  exists, or whether any payments herein shall be made, shall
at  all  times  rest  solely  with  the  Company,  in  its  sole  discretion.

     11.   Reorganization  of  the Company.  In addition to those rights granted
Executive  under a certain Letter Agreement dated December 6, 1998 that concerns
a change in control of the Company, the Company agrees that it will not merge or
consolidate  with  any  other  company,  business,  corporation, partnership, or
organization, and that it will not permit any of its activities to be taken over
unless  and until the succeeding or continuing corporation expressly assumes all
rights,  duties,  privileges and obligations herein set forth.  In the event the
Company  fails  to  comply  with  this  provision,  the Executive or Executive's
beneficiary,  as  the  case  may  be, shall be entitled to benefits equal to one
hundred  twenty-five  percent  (125%)  of  those  otherwise provided herein.  If
benefits  are  payable  under  the  above-identified  Letter Agreement, then the
Executive  shall  be  deemed  to  have  satisfied  all requirements for the full
vesting  of  benefits  under  this  Agreement on the day prior to termination of
employment  with  the  Company.

     12.   Unsecured  Provisions.  The  rights  of  the  Executive  under  this
Agreement, and of any beneficiary shall be solely those of an unsecured creditor
of  the  Company.  Any  asset  acquired  by  the  Company in connection with any
obligation  herein  shall not be deemed to be held in trust for the Executive or
beneficiary.  All  such  assets remain general, unpledged assets of the Company.

     13.   Communications.  Any notice or communication shall be made in writing
and addressed as the case may be to the principal offices of the Company and the
principal  residence  of  the Executive.  Each party shall notify the other of a
change  of  address  of  the  principal  office  and  principal  residence.

     14.   Facility of Payment.  If any installment or payment is required to be
made  by the Company under this Agreement to any person under a legal disability
at  the  time, then the Company may, in its sole discretion, make the payment in
any  of  the  following  ways:

          A.     Directly  to  the  person.

          B.     To  the  legal  representative  of  the  person.

          C.     To  some  near  relative of the person, said payment to be used
                 for  the  latter's  benefit.

          D.    Directly  for  the  payment  of expenses relating to the health,
                maintenance,  support  and  education  of  the  person.

     Any  such  payment by the Company shall be a discharge of the obligation to
make  said  payment.  The  Company shall not be liable for making the payment to
any  of  the  parties  enumerated  above.

     15.   Arbitration.  In the event of any dispute arising between the parties
to  this  Agreement,  the  parties  agree that such controversy shall be settled
exclusively  by arbitration in Burlington, Vermont, in accordance with the rules
of  the  American  Arbitration  Association.  Judgment  may  be  entered  on the
arbitrator's  award  in  any  court  having jurisdiction.  In the event that the
Executive  prevails  and is awarded benefits or money damages by the arbitrator,
such benefits or damages shall be equal to one hundred twenty-five (125%) of the
benefits  or  damages  otherwise  due  under  this  Agreement;  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.

     16.   Attorney's  Fees.  The  Company  shall  pay  the  Executive  or  his
beneficiaries  all  costs and expenses, including reasonable attorney's fees and
arbitration costs, incurred by them in reasonably exercising any of their rights
hereunder,  or  in  enforcing  any  terms,  conditions,  or  provisions  hereof.

     17.   State  Law.  This  Agreement  shall  be  construed  under  the  laws
applicable  to  agreements  made  entirely  within  the  State  of  Vermont.

     18.   Revocability.  This  Agreement  may be revoked or amended in whole or
part  only  by  writing  signed  by  both parties hereto (except as set forth in
Paragraph  19  below).

     19.   Amendment.  Notwithstanding any other provision of this Agreement, in
the  event  of a substantial change in the federal income tax laws affecting the
economic  viability  of  this Plan, the Board of Directors may amend the Plan by
freezing  the Executive's salary level for purposes of this Plan at the level as
of  date  of  the  amendment,  provided, however, that this right to amend shall
terminate  upon  a  change  in  control of the Company as "change in control" is
defined  in  a  certain  Letter  Agreement between the Executive and the Company
dated  December  6,  1998  that  concerns  such  an  event.

     20.   Whole  Agreement.  This writing contains the whole Agreement, with no
other  understandings  or  provisions  other  than  what  is  contained  herein.



<PAGE>

                          ACKNOWLEDGMENT OF ARBITRATION

     The  parties hereto understand that this Agreement contains an Agreement to
arbitrate.  After  signing  this document, the parties 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 parties agree to submit any such
dispute  to  an  impartial  arbitrator.
     EXECUTED  this  7th  day  of  September,  1999.
IN  THE  PRESENCE  OF:

__/s/  Sharon  A.  Lucia         _____/s/  Stephen  C.  Terry___________
  ----------------------              -----------------------
 (as  to  both)                              Executive


__/s/  Sharon  A.  Lucia          GREEN  MOUNTAIN  POWER  CORPORATION
  ----------------------
(as  to  both)


                                By:  _____/s/  Christopher  L.  Dutton__________
                                          ----------------------------
                                         Duly  Authorized  Agent

<PAGE>
                     OFFICERS' SUPPLEMENTAL RETIREMENT PLAN

                                SUMMARY SCHEDULE
                                ----------------


1.    Name  of  Executive:               Stephen  C.  Terry

2.    Address:                         Box  2452
                                       Painter  Road
                                       Middlebury,  Vermont  05773

3.    Date  of  Agreement:               April  20,  1995.
                                       This  Summary  Schedule  replaces  all
                                       prior  summary  schedules  in
                                       Connection  with  the  Officers'
                                       Supplemental  Retirement  Plan.

4.    Monthly  Retirement  Benefit:     33%  of  the Executive's Salary from the
                                      Company  for  the  12  months  before
                                      termination  of  employment  divided
                                      by  12.

5.    Beneficiaries:                  My  husband,  Sally W. Johnson, if living;
                                      otherwise  equally  to  my  children,
..                                     William  West  Terry,  Joshua H. Terry and
                                      Megan  A.  Terry.

      In  the  event  there  are  no  surviving  beneficiaries, then the benefit
      shall  be  paid  to  the  Executive's  estate.

6.    Retirement  Date:                11/01/2007



Dated  at  South  Burlington,  Vermont,  this  20th  day  of  April,  1995.


WITNESS:


__/s/  Jonathan  H.  Winer         _____/s/  Stephen  C.  Terry____________
  ------------------------              -----------------------
(as  to  both)                               Executive


                                    GREEN  MOUNTAIN  POWER  CORPORATION


__/s/  Marilyn  M.  Mayo         _____/s/  Douglas  G.  Hyde___________
  ----------------------              ----------------------
 (as  to  both)                              Duly  Authorized  Agent