Exhibit 10-d-15b

                      Green Mountain Power Corporation





                     Compensation Program for Officers

                    And Certain Key Management Personnel


                                  - 1998 -



                     Highlights Brochure/Program Document





Table of Contents


                                                                  Page

Preamble                                                            1

Purpose of Program                                                  1

Participants                                                        1

Effective Date                                                      1

Definitions                                                         1

Program Components                                                  3

Base Salary                                                         4

Variable Compensation                                               4

Determination of Award                                              6

Variable Compensation Award Payment                                 7

Program Administration                                              8

Appendix I

Appendix II


Preamble
This document describes and governs the Compensation Program for 
Officers and Certain Key Management Personnel for Green Mountain Power 
Corporation ("GMP" or "the Company").  The program is intended to assure 
that total compensation is competitive in the marketplace and promotes 
the Company's strategic objectives.

Purpose of Program
The purpose of the Compensation Program is to:

 .     ensure that base compensation compares favorably with regard to 
organizations competing for similar talent;

 .     provide an opportunity for officers and other key management 
personnel to share in the success of GMP by linking a portion of 
compensation (variable compensation) to corporate performance 
results;

 .     encourage a longer-term view by paying part of an earned variable 
compensation award in deferred/restricted stock; and

 .     foster and reinforce teamwork among officers and other key 
management personnel.

Participants
Senior officers of GMP and other key management personnel, as designated 
from time to time by the Board of Directors are eligible to participate 
in this program.  Appendix I to this document, as amended from time to 
time, will list eligible participants so designated.

Effective Date
The stock award provisions contained herein shall be effective upon 
shareholder and other required regulatory approval. The program is 
otherwise effective January 1, 1994.

Definitions
The following definitions pertain to the program.

Circuit Breaker - a performance level below which no variable 
compensation will be paid regardless of performance against the 
corporate measures.  For this program, no awards will be paid unless 
taking into account provision for awards, the dividend payout ratio is 
equal to or less than 65 percent of earnings.

Compensation Committee - the Compensation Committee of the Board of 
Directors.

Market Average - the average of salaries paid in the marketplace for 
positions similar to those at GMP.

Market Range - a range running from 10% below to 10% above the market 
average.

Marketplace - Companies that are determined by GMP to be those competing 
for similar talent.  Depending on the position within GMP, marketplace 
companies can be utilities, general industry -- local, regional, 
national, or any combination thereof.

Maximum - the maximum or optimal level of corporate performance with 
respect to a corporate performance measure.  This determination will be 
applied separately to each performance measure.  No variable 
compensation with respect to a performance measure will be paid in 
excess of the maximum level indicated.  

Compensation Program - the compensation program, which consists of base 
salary and the opportunity to earn variable compensation.

Organization Bands - tiers within which management positions are 
clustered, to reflect the nature and scope of the jobs, reporting 
relationships, and the like.

Peer Companies - a select group of utilities against which GMP's 
performance will be measured.

Performance Measure - a critical factor used to measure the success of 
the business.

Program Year - GMP's fiscal year.

Related Company - an entity wholly or partly owned by GMP (directly or 
indirectly), employment with which the Board of Directors has determined 
should qualify for the vesting of restricted stock grants.

Restricted Stock Grants - the portion of the variable compensation award 
paid to officers in the form of GMP common stock that will be subject to 
two restrictions of a five (5) year duration:  (1) no transferability; 
and (2) forfeiture of the stock upon termination of employment with the 
Company or with a Related Company (except for retirement, death, 
disability or termination from employment in circumstances entitling the 
participant to the benefits payable under Paragraph 4 of a certain 
Letter Agreement between said participant and the Company that concerns 
a change in control of the Company, or under a similar change in control 
agreement between the participant and a Related Company, or in the event 
of termination of employment with the Company or a Related Company by 
the employer without cause or by the employee with good reason.  The 
terms "cause" and "good reason" shall have the meanings ascribed to them 
in the aforesaid Letter Agreement for participants employed by the 
Company, or the meanings ascribed to them I any employment agreements 
between the participant and a Related company in the case of a 
participant employed by a Related Company).  During the five-year 
restriction period, dividends will be paid and officers will have voting 
rights.  The value of restricted stock is taxable when the restrictions 
lapse (after five years, or earlier in the case of the officer's 
retirement, disability or death).  The restriction period begins on the 
date the awards are granted.

Stock Grants - the portion of the variable compensation award paid to 
participants in the form of shares of GMP common stock.  These shares 
are the property of the participant upon grant and may be retained or 
sold.   Upon grant, shares are subject to current taxation.

Target - the desired level of corporate performance with respect to a 
performance measure.  This determination will be applied separately for 
each performance measure.

Threshold - the acceptable level of corporate performance with respect 
to a performance measure.  This determination will be applied separately 
to each performance measure.  No variable compensation with respect to a 
performance measure will be paid unless the threshold level is attained.

Total Compensation - an amount comprised of base salary and variable 
compensation.

Variable Compensation - compensation that is earned based on the 
achievement of corporate performance objectives and that may be paid in 
cash, stock grants, or restricted stock grants.

Program Components
The Compensation Program is comprised of two compensation components:

 .     Base Salary
 .     Variable Compensation

Base Salary
Each officer or other key management employee is paid a base salary 
intended to be competitive with base compensation paid for similar 
positions in the marketplace.

Variable Compensation
Each officer or other key management employee is eligible to earn 
additional compensation when GMP's performance meets or exceeds various 
performance objectives.

Base Salary
Base salaries are intended to provide a competitive rate of fixed 
compensation.  Base salary levels will be assessed by compiling and 
analyzing salary information from various published survey sources on an 
annual basis.  Survey sources include:

     .     Mercer Finance, Accounting & Legal Compensation Survey
     .     Wyatt Top Management Report
     .     Edison Electric Executive Compensation Survey

Within one year after the adoption of the program, base salaries are 
intended to  be managed to the market average (in any event, within a 
plus or minus 10% range around the market average) as determined from 
the survey analysis. The average and the range may or may not change 
from year to year depending on movement in the market and, therefore, it 
is possible that base salaries may not be increased annually.  
Appropriate adjustments will be made in May of each year.

Actual base compensation within the market range will depend on internal 
equity, overall scope of responsibilities of the position, recruitment 
needs, and significant individual performance variations.

The market ranges have been incorporated into three organization bands 
(in lieu of job grades), as set forth in Appendix I, which may be 
modified from time to time by direction of the Board or the Chief 
Executive Officer.  These bands reflect the nature of the positions and 
their impact on the organization.  Additionally, these bands signify 
varying levels of participation in the variable compensation component 
of the program.  The band assignments are determined on the basis of 
survey data and the role of the position.

Variable Compensation
The purpose of the variable compensation component of this program is to 
tie compensation directly to the achievement of key corporate-wide 
objectives.  Awards earned will be paid in cash, stock grants, and 
restricted stock as deemed appropriate by the Compensation Committee of 
the Board of Directors.  The initial variable award payments will be 
made as set forth below.  This award delivery feature is intended to 
motivate participants toward the annual attainment of critical corporate 
objectives consistent with the need to manage GMP to achieve longer-term 
success.

Variable Compensation Award Opportunities
Each band has a different variable compensation opportunity as noted in 
the following table.



Award Table (AT)

          Band          Variable Cash Opportunities as a % of Base Salary

                           Threshold          Target          Maximum

            A                 25%               50%              75%

            B               17.5%               35%            52.5%

            C               12.5%               25%            37.5%

     Note:  Percentages are prorated for performance that falls between 
threshold and maximum levels.

Performance Measures - Establishment
At the beginning of each year, appropriate corporate performance 
measures will be determined for purposes of generating the variable 
compensation award.  These measures are expected to remain in 
substantially the same form year-to-year.  They may change, however, as 
GMP revisits its strategic and operational plans.

Moreover, the Board of Directors may consider whether to constrain 
awards to threshold award levels in light of earnings and/or total 
shareholder return performance.

The measures are:
 .     Return on Equity 
 .     Total Shareholder Return
 .     Rates
 .     Customer Satisfaction; and
 .     Reliability

Performance objectives associated with these measures are established 
for each fiscal year by the Compensation Committee and reviewed by the 
Board of Directors.  (See Appendix II for measures and specific 
objectives for 1994, and years following, as indicated.)

After the close of each year, the Compensation Committee, with input 
from the CEO, will determine the degree to which these performance 
objectives were accomplished to determine if variable cash awards are to 
be paid.  If the threshold level of performance is not met, an award 
will not be paid with respect to that specific performance measure.

In addition, the program incorporates a circuit breaker to protect 
shareholder investment.  The circuit breaker ensures that awards will 
not be paid unless earnings, after subtracting the variable awards, are 
greater than dividends paid in the year for which variable compensation 
is to be awarded.

Performance Measures - Individual Performance Assessment - Individual 
performance may, on an exceptions basis, be taken into consideration in 
determining the final award.  However, the maximum shown in the Award 
Table cannot be exceeded.
Performance Measures - Weighting - The performance measures will be 
weighted each year to reflect the strategic plan and the impact each 
organization band/position has on performance.  The number of measures 
used will be limited to ensure that the significance of the measures 
will not be diluted (weights less than 10% cannot be used).  The 
performance measures will be weighted as noted in Appendix II.

Determination of Award
An award will be determined in accordance with the following example.  
Assume:
 .     Participant is in Band B
 .     Base Salary = $100,000*
 .     Individual Performance = meets expectations
 .     Circuit Breaker = achieved required level

     Performance               Performance     Award %     Adjusted Award %
       Measure       Weight      Results      (from AT)      Weight Time %

ROE                    30%      75% ile          35%             10.5%

TSR
 .  D&P                 15%      Threshold       17.5%             2.625%
 .  Select              15%      Threshold       17.5%             2.625%

Rates                  20%      80% ile          35%              7.0%

Customer
Satisfaction           10%      80%              35%              3.5%

Reliability
 .  SAII               3.3%      Threshold       17.5%              .583%
 .  SAIFI              3.3%      Threshold       17.5%              .583%
 .  CAIDI              3.3%      Threshold       17.5%              .583%

Total Award % = 28%                                        Award = $28,000

*  Base salary in effect as of December 31 of the year for which the 
award will be made.

Variable Compensation Award Payment
An award earned will be paid in cash and, subject to shareholder and 
required regulatory approval, stock grant and restricted stock grant in 
accordance with the following schedule:

          Band          Cash          Stock Grant          Restricted Stock

           A             1/4              1/4                    1/2

          B&C            1/3              1/3                    1/3

The Compensation Committee may make changes in this schedule, subject to 
review by the Board of Directors.

Cash
The cash portion of the award will be paid in a separate check.  

Stock Grants
The stock grant portion of the award will be paid in shares of GMP 
common stock.  The number of shares will be determined by dividing the 
portion of the award to be paid in stock by the closing stock price on 
the day the Board of Directors authorizes variable compensation payments 
(i.e., the annual meeting).  The number of shares so determined will be 
rounded up to the nearest full share.

Relevant taxes (e.g., federal, FICA, State), based on the cash and stock 
grant portions of the award, will be withheld.

Restricted Stock
The grant of restricted stock will be made upon execution of an 
agreement between the participant and the Company that will provide, for 
a period of five (5) years from the date of the grant, that:  (a) the 
shares will not be transferable; and (b) the shares will be forfeited 
upon termination of employment with GMP or with a Related Company, 
except where the termination of employment results from retirement, 
disability,  death, or occurs in circumstances entitling the participant 
to the benefits payable under Paragraph 4 of a certain Letter Agreement 
between said participant and the Company that concerns a change in 
control of the Company, or under a similar change in control agreement 
between the participant and a Related Company, or in the event of 
termination of employment with the Company or a Related Company by the 
employer without cause or by the employee with good reason.  The terms 
"cause" and "good reason" shall have the meanings ascribed to them in 
the aforesaid Letter Agreement for participants employed by the Company, 
or the meanings ascribed to them in any employment agreements between 
the participant and a Related Company in the case of a participant 
employed by a Related Company.

The number of restricted stock shares to be awarded will be determined 
as described immediately above with respect to stock grants.  

Program Administration
The Program will be administered by the Chief Executive Office with 
approval of the Compensation Committee

The Board of Directors may consider whether to make awards above 
threshold award levels in light of earnings and/or total shareholder 
return performance.

The Board of Directors will have the full power and authority to:

 .     Interpret the program
 .     Approve participants
 .     Act on the CEO's recommendations
 .     Amend or terminate the Program, subject to required shareholder 
and regulatory approval
 .     Approve the CEO's award

Participation in the program does not confer any right or privilege 
regarding continued employment with GMP upon a participant.

Payment of the cash and, subject to required shareholder and regulatory 
approval, the stock grant portions, will be made during the second 
quarter following the end of the program year.

Participants must be employed on the date the award is paid in order to 
receive an award unless the participant has retired, is disabled, is 
deceased,  has  been terminated from employment in circumstances 
entitling the participant to the benefits payable under Paragraph 4 of a 
certain Letter Agreement between said participant and the Company that 
concerns a change in control of the Company, or the Compensation 
Committee determines that the circumstances under which the participant 
terminated employment warrant special consideration.

Payments of variable compensation awards will not affect a participant's 
levels of entitlement to participate in other benefit plans unless 
expressly stated in documentation for such plans existing as of January 
1, 1994.

The program will be administered in accordance with the laws of the 
State of Vermont.



Appendix I             (revised February 9, 1998)

     Band*                   Position                              Role
      A        President and CEO                                 Strategic

      B        VP, CFO and Treasurer                             Strategic
               Senior Vice President and COO
               Senior Vice President - Corporate Development
               General Counsel
               VP, Human Resources and Organizational
                 Development

      C        Controller                                   Strategic/Tactical
               AVP Engineering
               Chief Corporate Strategic Planning Officer
               AVP Customer Operations Central & Southern
                   Divisions
               AVP Customer Operations Western Division
               Assistant General Counsel
               Assistant Treasurer
               General Manager, Administrative Services

*Band A applies generally to the CEO and COO; Band B applies generally 
to Vice Presidents and General Counsel; and Band C applies generally to 
Assistant Vice Presidents and other key management personnel.




Appendix II


Performance Measures -- Weights

 .     Return on Equity               30%
 .     Total Shareholder Return       30%
 .     Rates                          20%
 .     Customer Satisfaction          10%
 .     Reliability                    10%

Performance Measures -- Objectives

For the performance year 1997, no awards shall be made above the 
threshold award levels unless: (a) total shareholder return, as defined 
below, is at or above the threshold performance level; and (b) earnings 
per share, adjusted for award payments hereunder, are $2.25 or more.  No 
adjustment in the level of any award for individual performance may be 
made if such adjustment would cause earnings per share to decline below 
$2.25 for 1997.

The objectives for 1997 for each of the performance measures are:

 .     Return on Equity

     --The peer group shall be the utilities that comprise the EEI 100 
Index. The consolidated ROE's of the utilities that comprise the  
EEI 100 Index, acquired from any reasonable source of such data, 
shall be used to determine the extent to which the objectives have 
been met.

     --To achieve threshold performance, GMP's ROE for electric 
operations for the calendar year must be equal to or greater than 
the allowed ROE level, or its consolidated ROE must be equal to or 
greater than the consolidated ROE of 60% of the utilities in the 
peer group.

     --Target level is reached when GMP's consolidated ROE is equal to 
or greater than 75% of the peer group utilities' consolidated ROE.

     --Maximum performance is reached when GMP's consolidated ROE is 
equal to or greater than 90% of the peer group utilities' 
consolidated ROE. 




 .     Total Shareholder Return

     --Performance is measured using two different peer groups:  the 
utilities in the EEI 100 Index, and a select peer group.  The 
select group includes:

 .   Atlantic Energy
 .   Boston Edison
 .   Commonwealth Energy
 .   Central Hudson Gas & Electric
 .   Central Maine Power
 .   Central Vermont Public Service
 .   Delmarva Power & Light
 .   Eastern Utilities Associates
 .   Empire District Electric
 .   Idaho Power
 .   Montana Power
 .   Orange & Rockland Utilities
 .   Rochester Gas & Electric
 .   St. Joe Power & Light
 .   United Illuminating

     --Total Shareholder Return (TSR) is defined as dividends plus 
capital appreciation using a three-year rolling average.

     --To achieve threshold performance, GMP's TSR must be in the top 
half of the peer group.

     --Target performance is equal to or greater than 60% of  the peer 
group.

     --Maximum performance is equal to or greater than 70% of  the peer 
group.

 .    Rates

     --Performance is measured against 10 New England utilities.  They 
are:

 .   Central Maine Power
 .   Bangor-Hydro
 .   Public Service of New Hampshire
 .   Central Vermont
 .   Boston Edison
 .   Commonwealth Energy
 .   Massachusetts Electric
 .   Connecticut Power & Light
 .   United Illuminating
 .   Narragansett Electric

     --To achieve threshold performance, GMP's rates must be equal to or 
lower than 70% of the peer group.

     --Target performance is achieved when GMP's rates are equal to or 
lower than 80% of peer group.

     --Maximum performance is reached when GMP's rates are lowest or 
second lowest among the peer group.

 .    Customer Satisfaction

     --Performance is measured using two surveys (i.e., 
Commercial/Industrial, Residential) with respect to the following 
aspects of customer satisfaction:  reliability of service, 
responsiveness to trouble calls, responsiveness to customer 
inquiries, accuracy of customers' bills, effectiveness of 
telephone communications, effective delivery of DSM services.

     --To achieve threshold performance, 70% or more of customers must 
indicate satisfaction.

     --Target performance is achieved when 80% or more of customers 
indicate satisfaction.

     --Maximum performance is reached when 90% or more indicate 
satisfaction.

 .    Reliability

     --Performance is measured using three indices:

 .   System average interruption index (SAIDI)
 .   System average interruption frequency index (SAIFI)
 .   Customer average interruption duration index (CAIDI)


 .    SAIDI 

     --To reach threshold performance, GMP's performance must improve be 
89 minutes or less for 1998.

     --To reach target performance, GMP's performance must be 86 minutes 
or less for 1998

     --To reach maximum performance, GMP's performance must be 84 
minutes or less for 1998. 


 .    SAIFI

     --To reach threshold performance, GMP's performance must be 1.09 
outages or less for 1998.

     --To reach target performance, GMP's performance must be 1.06 
outages or less for 1998.

     --To reach maximum performance, GMP's performance must be 1.03 
outages or less for 1998.


 .    CAIDI

     --To reach threshold performance, GMP's performance must be 80 
minutes or less for 1998

     --To reach target performance, GMP's performance must be 78 minutes 
or less for 1998. 

     --To reach maximum performance, GMP's performance must be 77 
minutes or less for 1998.