Exhibit 3-b

BYLAWS

OF

GREEN MOUNTAIN POWER CORPORATION
(As Amended Through February 10, 1997)


ARTICLE I

Stockholders

     Section 1.  Annual Meeting.  The annual meeting of the 
stockholders shall be held at such place within the State of 
Vermont as is designated in the notice of the meeting, on the 
third Thursday in May in each year, if it be not a legal 
holiday, and if it be a legal holiday, on the next succeeding 
day not a legal holiday; provided, however, that a majority of 
the board of directors, acting at a regular or special meeting 
of such board, may specially determine an alternative time for 
the holding of any annual meeting.  (Amended December 4, 1975 
and August 31, 1982.)

     Section 2.  Special Meetings.  Special meetings of the 
stockholders may be called, to be held at such place within or 
without the State of Vermont as is designated in the notice of 
the meeting, by the chairman of the board of directors, the 
chief executive officer, the president or a majority of 
directors, and, subject to the provisions of law and of the 
articles of association, as amended, shall be called by the 
secretary, or in case of the death, absence, incapacity or 
refusal of the secretary, by any other officers of the 
Corporation, upon writ-ten application of stockholders who are 
entitled to vote and who hold at least thirty-three percent of 
all the shares at the time issued and outstanding and entitled 
to vote at the meeting, stating the time, place and purpose of 
the meeting.  (Amended May 13, 1981, and September 8, 1988.)

     Section 3.  Notice of Meeting.  A written or printed 
notice of each meeting of stockholders, stating the place, day 
and hour thereof and, in case of a special meeting, the purpose 
for which the meeting is called, shall be given by the 
secretary, at least 10 days and not more than 60 days before 
such meeting, to each stockholder entitled to vote thereat, by 
leaving such notice with him or at his residence or usual place 
of business, or by mailing it, postage prepaid and addressed to 
such stockholder at his address as it appears upon the books of 
the Corporation.  In the absence or disability of the 
secretary, such notice may be given by a person designated 
either by the secretary or by the person or persons calling the 
meeting or by the board of directors.  No notice of the time, 
place or purpose of any regular or special meeting of the 
stockholders shall be required if every stockholder entitled to 
notice thereof is present in person or is represented at the 
meeting by proxy or if every such stockholder, or his attorney 
thereunto authorized by a writing which is filed with the 
records of the meeting, waives such notice.  Notwithstanding 
the above, if the purpose for such a special meeting of 
stockholders requested by written application of stockholders 
under Section 2 of Article I of these bylaws relates to or 
involves in any way a merger or consolidation of the 
corporation or a sale, lease, exchange, pledge or other 
disposition of all, or substantially all, the property and 
assets of the Corporation not made in the usual and regular 
course of business, such notice must be given at least 30 days 
and not more than 60 days before such special meeting.  
(Amended September 8, 1988 and March 7, 1994.)  
         
     Section 4.  Quorum.  At any meeting of the stockholders, a 
majority of interest of all stock issued and outstanding and 
entitled to vote upon a question to be considered at the 
meeting shall constitute a quorum for the consideration of such 
question, but a less interest may adjourn any meeting from time 
to time, and the meetings may be held as adjourned without 
further notice.  When a quorum is present at any meeting, a 
majority of the stock represented thereat and entitled to vote 
shall, except where a larger vote is required by law, by the 
articles of association, or by these bylaws, decide any 
question brought before such meeting.

     Section 5.  Proxies and Voting.  Stockholders who are 
entitled to vote shall have one vote for each share of stock 
owned by them.  Stockholders may vote either in person or by 
proxy in writing dated not more than 11 months before the 
meeting named therein, which shall be filed with the secretary 
of the meeting before being voted.  Such proxies shall entitle 
the holders thereof to vote at any adjournment of such meeting, 
but shall not be valid after the final adjournment of such 
meeting. 



ARTICLE II

Directors

     Section 1.  Powers.  The board of directors shall have, 
and may exercise all the powers of the Corporation, except such 
as are conferred upon the stockholders by law, by the articles 
of association, and by these bylaws.

     Section 2.  Election.  The board of directors shall 
consist of eleven members and shall be elected at the annual 
meeting of the stockholders or at a special meeting held in 
place thereof.  Subject to law, to the articles of association 
and to the other provisions of these bylaws, each director 
shall hold office until his or her term of office expires and 
until his or her successor shall have been elected and 
qualified.  The directors shall be divided, with respect to the 
terms for which they severally hold office, into three classes, 
hereby designated as Class I, Class II and Class III.  Each 
class shall have at least three directors and the three classes 
shall be as nearly equal in number as possible.  The initial 
terms of office of the Class I, Class II and Class III 
directors, elected at the 1995 annual meeting of shareholders, 
shall expire at the next succeeding annual meeting of 
shareholders the second succeeding annual meeting of 
shareholders and the third succeeding annual meeting of 
shareholders, respectively.  At each annual meeting of 
shareholders after 1995, the successors of the class of 
directors whose term expires at that meeting shall be elected 
to hold office for a term expiring at the annual meeting of 
shareholders to be held in the third year following the year of 
their election.  No director may be removed from office prior 
to the expiration of his or her term of office except for 
cause.  For purposes of this Section, the term "cause" means a 
willful and continued failure to perform the duties of a 
director (other than failure resulting from incapacity due to 
physical or mental illness) or conduct which is demonstrably 
and materially injurious to the corporation, monetarily or 
otherwise.  Such removal from office can be effected only upon 
the affirmative vote of three quarters of the remaining 
membership of the board of directors.  The board of directors 
shall elect from its members a chairman of the board of 
directors who will serve as such for one year or during the 
balance of his or her term as a director, whichever is less, 
and until a successor is elected and qualified.  (Amended May 
18, 1995, and February 10, 1997.)

     Section 3.  Duties of the Chairman.  The chairman of the 
board of directors shall, when present, preside at all meetings 
of the stockholders and at all meetings of the board of 
directors. He shall perform such other duties as may be from 
time to time delegated to him by the board of directors.  
(Amended May 13, 1981.)

     Section 4.  Regular Meetings.  Regular meetings of the 
board of directors may be held at such places and at such times 
as the board may by vote from time to time determine, and if so 
determined, no notice thereof need be given.  A regular meeting 
of the board of directors may be held without notice 
immediately after, and at the same place as the annual meeting 
of the stock-holders, or the special meeting of the 
stockholders held in place of such annual meeting.

     Section 5.  Special Meetings.  Special meetings of the 
board of directors may be held at any time and at any place 
when called by the chairman of the board of directors, chief 
executive officer, president, treasurer, or two or more 
directors, reasonable notice thereof being given to each 
director, or at any time without call or formal notice, 
provided all the directors are present or waive notice thereof 
by a writing which is filed with the records of the meeting.  
In any case it shall be deemed sufficient notice to a director 
to give him personal notice or to send notice by mail or 
telegram at least forty-eight hours before the meeting 
addressed to him at his usual or last known business or 
residence address.
         
     Section 6.  Quorum and Participation.  (a) A majority of 
the board of directors shall constitute a quorum for the 
transaction of business, but a less number may adjourn any 
meeting from time to time, and the meeting may be held as 
adjourned without further notice.  When a quorum is present at 
any meeting, a majority of the members in attendance thereat 
shall decide any question brought before such meeting.  (b) 
Members of the board of directors and any committee designated 
by the board of directors, may participate in a meeting of such 
board or committee by means of a conference telephone or 
similar communications equipment by means of which all persons 
participating in the meeting can hear each other, and 
participation in a meeting in such a manner shall constitute 
presence in person at such meeting for all purposes.  (Amended 
September 21, 1973, and May 13, 1981.)


ARTICLE III

Executive and Other Committees

     Section 1.  Executive Committee.  The board of directors 
may, by vote of a majority of their entire number, elect from 
their own number an executive committee of not less than three 
members, which committee may be vested with the management of 
the current and ordinary business of the Corporation, including 
the declaration of dividends, the fixing and altering of the 
powers and duties of the several officers and agents of the 
Corporation, the election of additional officers and agents, 
and the filling of vacancies other than on the board of 
directors, and with power to authorize purchases, sales, 
contracts, offers, conveyances, transfers and negotiable 
instruments except as otherwise provided by law.  A majority of 
the members of the executive committee shall constitute a 
quorum for the transaction of business, but a lesser number may 
adjourn any meeting from time to time, and the meeting may be 
held as adjourned without further notice.  The executive 
committee may make rules not inconsistent herewith for the 
holding and conduct of its meetings.  The chief executive 
officer shall at all times be ex officio a member of the 
executive committee.  The executive committee shall elect from 
its members a chairman of the executive committee who shall 
preside at meetings of the executive committee, when present, 
and, in his or her absence, the chief executive officer of the 
Corporation shall preside.  The chairman shall also perform 
such other duties as may be from time to time delegated to him 
or her by the executive committee, and will serve as such for 
one year or during the balance of his or her term as a member 
of the executive committee, whichever is less, and until a 
successor is elected and qualified.  In the absence of a quorum 
at any meeting of the executive committee, its chairman or, in 
his or her absence, the chief executive officer, may designate 
a director of the Corporation who is not a member of the 
executive committee temporarily as a member of the executive 
committee to act as such during such meeting.  Any action taken 
by the executive committee will require the unanimous vote of 
all members of the executive committee present and voting at 
any meeting.  (Amended March 20, 1974; June 13, 1974; June 12, 
1975; February 28, 1980; May 13, 1981, and March 1, 1985.)

     The executive committee shall report its action to the 
board of directors.  The board of directors shall have the 
power to rescind any vote or resolution of the executive 
committee, but no such rescission shall have retroactive 
effect.
         
     Section 2.  Other Committees.  The board of directors may, 
by majority vote at any meeting, create any other commit-tees 
and delegate to such committees any powers, duties and 
responsibilities as may be consistent with the laws of the 
State of Vermont and the articles of association of the 
Corporation.  The resolutions creating such committees or 
electing its members may provide for a chairman of the 
committee or such selection may be left to the committee 
itself.  The compensation, if any, to be paid members of the 
committees for committee services shall be established by the 
board of directors or its executive committee.  (Amended August 
17, 1976.)


ARTICLE IV

Officers and Agents

     Section 1.  Election and Appointment.  The officers shall 
be a chief executive officer, a president, a secretary, a 
treasurer, and such other officers and agents as the board of 
directors and executive committee may elect.  The chief execu-
tive officer, president, treasurer and secretary shall be 
elected annually by the board of directors after its election 
by the stockholders and will hold office for one year and until 
their successors are elected and qualified.  Any two or more 
offices may be filled by the same person except the offices of 
president and secretary. The other officers and agents shall 
hold office during the pleasure of the board of directors or 
for such terms as the board of directors or executive committee 
shall prescribe.  Each officer shall, subject to these bylaws, 
have in addition to the duties and powers herein set forth such 
duties and powers as are commonly incident to his office, and 
such duties and powers as the board of directors or executive 
committee shall from time to time designate.  (Amended March 
20, 1974, and May 13, 1981.)

     Section 2.  (Repealed March 20, 1974.)
         
     Section 3.  (Repealed March 20, 1974.)
         
     Section 4.  Chief Executive Officer, President and Vice 
Presidents.  The chief executive officer shall have all powers 
and perform all duties incidental to such office and, in the 
absence of the chairman of the board of directors, he shall 
preside at all meetings of the stockholders and the board of 
directors, and in the absence of the chairman of the executive 
committee, at all meetings of the executive committee.  The 
president shall be the chief administrative officer of the 
Corporation and shall have all powers and perform all duties 
incidental thereto.  He shall have custody of any treasurer's 
bond.  Any vice president shall have such powers as the board 
of directors or executive committee shall from time to time 
designate.  (Amended March 20, 1974; February 28, 1980, and 
May 13, 1981.)
         
     Section 5.  Secretary.  The secretary shall record all 
votes and proceedings of the stockholders and of the directors 
or any executive committee thereof and shall have custody of 
the corporate seal and of the corporate records and keep such 
records at the principal office of the Corporation.  He shall 
keep a record book containing the names of the stockholders, 
their addresses and the number of shares held by each, the time 
when they respectively acquired the shares and the time of any 
transfer thereof unless a majority of the stockholders approves 
a transfer agent to keep such record book, rather than the 
secretary.  He shall procure and file in his own office 
certified copies of all documents required to be filed with the 
secretary of state, except the annual report of the company.  
In the absence of the secretary at any meeting, a temporary 
secretary shall be chosen to record the proceedings of such 
meeting.  (Amended May 13, 1976.)    

     Any assistant secretary will have such powers as the board 
of directors or executive committee shall from time to time 
designate, except those powers set forth in Sec. 1894 of Title 
II of the Vermont Statutes Annotated.

     Section 6.  Treasurer.  The treasurer shall, subject to 
the direction and under the supervision of the board of 
directors and executive committee, have general charge of the 
financial concerns of the Corporation and the care and custody 
of the funds and valuable papers of the Corporation, except his 
own bond, and he shall have power to endorse for deposit or 
collection all notes, checks, drafts, etc., payable to the 
Corporation or its order, and to accept drafts on behalf of the 
Corporation.  He shall keep, or cause to be kept, accurate 
books of account, which shall be the property of the 
Corporation.  If required by the board of directors, he shall 
give bond for the faithful performance of his duty in such 
form, in such sum, and with such sureties as the board of 
directors or executive committee shall require.
         
     Any assistant treasurer shall have such powers as the 
board of directors or executive committee shall from time to 
time designate.

     Section 7.  Removals.  The board of directors may remove 
from the executive committee any member thereof and remove from 
office any officer or agent of the Corporation whenever in its 
judgment the best interests of the Corporation will be served 
thereby.

     Section 8.  Vacancies.  If the office of any director or 
member of the executive committee or of any officer or agent, 
one or more, becomes vacant by reason of death, resignation, 
removal, disqualification or otherwise, the directors or the 
remaining directors, though less than a quorum, may choose by a 
majority vote of their entire number a successor or successors, 
who shall hold office for the unexpired term, subject to the 
provisions of the articles of association and Section 1 of this 
Article IV.  The executive committee shall have like power to 
fill any such vacancy in any office to which the executive com-
mittee has power to appoint, unless such vacancy shall have 
been filled by the board of directors.  Any directorship to be 
filled by reason of an increase in the number of directors, 
however, shall be filled by election at an annual meeting or at 
a special meeting of the stockholders called for that purpose.

     Section 9.  Indemnification.  This corporation shall 
indemnify any person threatened with or made a party to any 
action, suit or proceeding, civil or criminal, by reason of the 
fact that he, his testator or intestate, is or was a director 
or officer of this corporation or of any corporation which he 
served as such at the request of this corporation, against 
judgments, fines or penalties, and the reasonable cost and 
expenses, including but not restricted to attorney's fees, 
actually and reasonably incurred by him in connection with the 
defense of such action, suit or proceeding or in connection 
with any appeal therein, except in relation to matters as to 
which it shall be adjudged in such action, suit or proceeding 
that such director or officer is liable for gross negligence or 
misconduct in the performance of duty to the Corporation; 
provided, however, that as to any matter disposed of by 
compromise by such person, pursuant to a consent decree or 
otherwise, no indemnification either for a compromise payment 
or for any other expenses shall be provided unless such 
compromise shall be approved as in the best interests of the 
Corporation after notice that it involves such indemnification: 
(a) by a disinterested majority of the directors then in 
office; or (b) by a majority of the disinterested directors 
then in office, provided that there has been obtained an 
opinion in writing of independent legal counsel to the effect 
that such person, his testator or intestate, as the case may 
be, appears not to be liable for gross negligence or misconduct 
in the performance of duty to the Corporation; or (c) by the 
holders of a majority of the outstanding stock at the time 
entitled to vote for directors, voting as a single class, 
exclusive of any stock owned by any interested director or 
officer.  Expenses reasonably incurred by any such person in 
connection with the defense or disposition of any such action, 
suit or other proceeding shall be paid from time to time by 
this corporation in advance of the final determination thereof 
upon receipt of a written undertaking from such person to repay 
the amounts so paid by the Corporation if it is ultimately 
deter-mined that indemnification for such expenses is not 
required under this section.  The foregoing right to indemnity 
shall not be deemed exclusive of any other rights to which such 
director or officer may be entitled apart from the provisions 
of this paragraph.  (Amended March 9, 1978, and March 2, 1983.)


 ARTICLE V

Capital Stock

     Section 1.  Certificates.  Each stockholder shall be 
entitled to a certificate or certificates signed by the 
president and the treasurer or secretary and separately by the 
chief executive officer, if that position is not held by the 
president, and which shall certify the number and class of 
paid-up shares held by him in the Corporation.  These 
signatures may be facsimiles if the certificate is 
countersigned by a transfer agent or registered with and signed 
by a registrar other than the Corporation or an employee 
thereof.  Such certificate shall be in such form, consistent 
with the articles of association and Vermont law, as may be 
prescribed by the board of directors or the executive 
committee, duly numbered and sealed with the corporate seal of 
this corporation or a facsimile thereof.  No certificate for 
any share of this corporation shall be issued until it is fully 
paid.  The board of directors or the executive committee may 
appoint one or more transfer agents and/or registrars for its 
stock of any class or classes and may require stock 
certificates to be countersigned and/or registered by one or 
more of them.  In case any officer or officers who shall have 
signed or whose facsimile signature shall have been used or 
printed on any certificate or certificates for shares shall 
cease to be such officer or officers of the Corporation before 
such certificate or certificates shall have been delivered by 
the Corporation, such certificate or certificates shall 
nevertheless be conclusively deemed to have been adopted by the 
Corporation by the use and delivery thereof and shall be as 
effective in all respects as though signed by a duly elected, 
qualified and authorized officer or officers and as though the 
person or persons who signed such certificate or certificates 
or whose facsimile signature or signatures had been used 
thereon had not ceased to be such officer or officers of this 
corporation. (Amended March 4, 1982.)

     Section 2.  Transfer Books.  The secretary or an assistant 
secretary appointed by the board of directors shall keep the 
stock and transfer books of the Corporation and a record of all 
certificates of stock issued and of all transfers of stock and 
a register of all the stockholders, their addresses, the number 
of shares held by each, the time when they acquired the shares 
and the time of any transfers thereof in books provided and 
approved by the board of directors or executive committee for 
that purpose, except that such books may be kept by a transfer 
agent rather than the secretary when such transfer agent is 
approved by the vote of a majority of the stockholders.  The 
transfer books of the capital  stock of the Corporation may be 
closed for such period from time to time in anticipation of 
stockholders' meetings or the declaration or payment of 
dividends, as the board of directors or executive committee may 
determine but such period shall not exceed 60 days, and, if the 
transfer books are closed for the purpose of determining stock-
holders entitled to notice of or to vote at a meeting of stock-
holders, such books shall be closed for at least  10 days 
immediately preceding such meeting.

     In lieu of closing the stock transfer books as provided in 
the preceding paragraph, the board of directors or the 
executive committee may fix in advance a date preceding the 
date of any meeting of stockholders, or the date for the 
payment of any dividend, or the date for the allotment of 
rights, or the date when any change, conversion or exchange of 
capital stock shall go into effect, as a record date for the 
determination of the stockholders entitled to notice of and to 
vote at any such meeting, or entitled to receive payment of any 
such dividend, or to any such allotment of rights, or to 
exercise the rights in respect of any such change, conversion 
or exchange of capital stock, and in such case only such 
stockholders as shall be stockholders of record on the date 
fixed shall be entitled to such notice of and to vote at such 
meeting, or to receive payment of such dividend, or to receive 
such allotment of rights, or to exercise such rights, as the 
case may be, notwithstanding any transfer of any stock on the 
books of the Corporation after any such record date fixed as 
aforesaid, but such record date shall not in any case be more 
than 60 days and, in the case of a meeting of stockholders, 
shall not be less than 10 days prior to the date on which the 
particular action, requiring such determination of 
stockholders, is to be taken. (Amended March 7, 1994.)

     Section 3.  Transfer of Shares.  Subject to the 
restrictions, if any, imposed by the articles of association, 
title to a certificate of stock and to the shares represented 
thereby shall be transferred only by delivery of the 
certificate properly endorsed, or by delivery of the 
certificate accompanied by a written assignment of the same, or 
a written power of attorney to sell, assign, or transfer the 
same or the shares represented thereby, properly executed; but 
the person registered on the books of the Corporation as the 
owner of shares shall have the exclusive right to receive 
dividends thereon and to vote thereon as such owner, shall be 
held liable for such calls and assessments, if any, as may 
lawfully be made thereon, and except only as may be required by 
law, may in all respects be treated by the Corporation as the 
exclusive owner thereof.

     It shall be the duty of each stockholder to notify the 
Corporation of his post office address.

     Section 4.  Loss of Certificates.  In case of the alleged 
loss or destruction, or the mutilation of a certificate of 
stock, a duplicate certificate may be issued in place thereof, 
upon such  reasonable terms as the board of directors may 
prescribe.


ARTICLE VI

Seal

     The seal of the Corporation shall, subject to alteration 
by the board of directors or executive committee, consist of a 
flat-faced circular die with words Green Mountain Power 
Corporation: Corporate Seal 1893, cut or engraved thereon.


ARTICLE VII

Execution of Papers

     Except as the board of directors or executive committee 
may generally or in particular cases authorize the execution 
thereof in some other manner, all deeds, leases, transfers, 
contracts, bonds, notes, checks, drafts and other obligations 
made, accepted or endorsed by the Corporation, shall be signed 
by the chairman of the board, chief executive officer, 
president, a vice president or the treasurer, or such other 
officer or employee as designated in writing by the president.  
(Amended May 13, 1981, and May 15, 1986.)


ARTICLE VIII

Fiscal Year

     Except as from time to time otherwise provided by the 
board of directors, the fiscal year of the Corporation shall be 
the calendar year.


ARTICLE IX

Amendments

     These bylaws may be amended, altered or repealed by the 
board of directors or at any meeting of the stockholders, by 
the holders of a majority of all stock issued, outstanding and 
entitled to vote, provided notice of the proposed amendment, 
alteration or repeal is given in the notice of said meeting.