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                                                                      EXHIBIT 14
                       GREEN MOUNTAIN POWER CORPORATION'S
                           CODE OF ETHICS AND CONDUCT
               (Adopted August 10, 1998, Amended October 6, 2003)

POLICY  STATEMENT
     Green Mountain Power Corporation (the "Company") is committed to conducting
its  business  lawfully  and with the highest degree of honesty and integrity in
fulfilling  its  corporate responsibility to its customers, its shareholders and
the community.  A corporation can act only through individuals.  In living up to
this  commitment,  Green  Mountain  Power  expects  each  and  every  one of its
directors, officers, employees and agents to conduct themselves with the highest
degree  of honesty and integrity in performing their duties and responsibilities
with  the  Company.
THE  COMPANY'S  CODE  OF  ETHICS  AND  CONDUCT
     Green  Mountain  Power  recognizes that one of its most important assets is
the  reputation  for integrity that is enjoyed by the Company and its employees.
As  the  Company's business becomes more complex and as the number of applicable
laws  and  regulations  increases,  our  challenge  to  maintain  our  integrity
standards  also  grows.
     The  Company  has  adopted  this  Code of Ethics and Conduct to promote and
maintain  our standards of integrity and honesty in all aspects of our business,
and  to  prevent,  deter  and  detect instances of unlawful behavior.  This Code
applies  to  each  and  every one of Green Mountain Power's directors, officers,
employees  and  agents.
     This  Code  consists  of  three  parts.  The  first  part  sets  forth  the
fundamental  ethical  standards  expected  of  Green Mountain Power's directors,
officers,  employees  and  agents.  These  standards  are  broader  than  the
requirements of the law.  They are designed to foster integrity and preserve the
public's  confidence  in  the  Company.
     The  second  part  of  the  Code  describes  many  of  the  specific  legal
requirements  with  which all Company personnel and agents must strictly comply.
Compliance  with the law is the cornerstone of an ethical business, essential to
preserve  our  reputation  for  integrity.
     The  third  part  of  the  Code describes the Company's Compliance Program,
which  is designed to ensure that every director, officer, employee and agent of
the  Company  fully  understands  and  abides by the Code of Ethics and Conduct.
     Some  of  the  issues  discussed  in this Code involve simple common sense.
Others are quite complex. We do not expect you to become an expert in any of the
areas mentioned in this Code or in the Company's other policies. We do, however,
expect  you  to  be aware of the very high priority the Company places on strict
adherence  to  both  the  letter and the spirit of the principles established in
this  Code  and in the Company's other policies. The Company also expects you to
be  sufficiently familiar with these principles to know when a particular course
of  action  or  inaction is cause for legitimate concern and to take appropriate
steps  to  raise,  address  and  resolve  your  concerns.  It  is our continuing
responsibility,  as  a  Company  and  as individuals, to preserve and strengthen
Green Mountain Power's reputation as a premier Vermont business dedicated to the
highest  standards  of  integrity  and  business  conduct.
I.    STANDARDS  OF  INTEGRITY  AND  ETHICS
     The  Company's  directors,  officers,  employees  and  agents  ("Company
personnel")  are  required  to  abide  by  the  following  ethical  standards in
performing  their  duties  with  the  Company:
     1.    TELL  THE  TRUTH.  Never  engage  in  any  conduct  involving  lying,
cheating,  stealing,  deception  or  dishonesty.
     2.    OBEY  THE  LAW.  Never  intentionally  violate  any governmental law,
regulation  rule  or  permit.  The confidence of our customers and the public in
the  Company  requires  that  you  avoid even the appearance of illegal conduct.
     3.    TREAT  OTHERS  WITH  RESPECT.  Always  promote  a  productive  work
environment  in  which  every  employee is treated with respect.  Green Mountain
Power  will  not  tolerate  harassment  or  discrimination  in  the  workplace.
     4.    AVOID  CONFLICTS  OF  INTEREST.  Always  strive  to  avoid  and/or to
eliminate  actual  or  apparent  conflicts  of  interest  between  personal  and
professional  relationships.  A  conflict  of interest arises when your economic
interests  or  those  of  your  family  (including  spouses,  children, parents,
siblings,  in-laws  and  anyone  other  than  domestic employees who shares your
home),  are  inconsistent  with your employment, duties or responsibilities with
the  Company.  Avoid  any  activity, outside business venture or investment that
compromises,  or which may appear to compromise, the performance of your work or
the exercise of your independent judgment in achieving the best interests of the
Company.  Where such an activity or relationship may exist, you must disclose it
to  the  Ethics  Officer  or  the  General  Counsel.  Not  all relationships are
improper  or  create conflicts of interest.  But full disclosure is essential to
resolve  and  avoid  the  appearance  of  conflicts.
     5.    NEVER MISUSE COMPANY PROPERTY.  Never misappropriate Company property
or  use  Company  property  without authorization.  Company personnel should use
Company  property  and devote their time while on duty solely for the benefit of
the  Company,  its  shareholders  and  its  customers.  Directors,  officers and
employees  are  prohibited  from  taking for themselves personally opportunities
that  are  discovered  through  the  use  of  corporate property, information or
position without the consent of the Board of Directors.  No employee, officer or
director  may  use  corporate  property,  information,  or position for improper
personal  gain,  and  no  employee  may  compete  with  the  Company directly or
indirectly.  Never  claim  any  expense  or  receive  any reimbursement from the
Company  unless  entitled  to  do  so  by  Company  procedures  or  regulations.
     6.    REFUSE  INAPPROPRIATE  GIFTS  FROM  OTHERS.  Never  take  directly or
indirectly  cash,  gifts  or gratuities of more than minimal value, or excessive
entertainment, from any person or entity with which the Company does business or
is likely to do business.  "Minimal value" means $50.00.  It is not unethical to
accept  meals  and  refreshments  that  are business-related, reasonable and not
likely  to  influence  your  performance  of  Company  business.
     7.    REFUSE  TO  GIVE  INAPPROPRIATE COMPANY GIFTS TO OTHERS.  Never offer
cash  or  property  to  a  person holding a position of public trust in order to
influence  the  judgment  or  conduct  of  that person in any matters or affairs
affecting the Company.  Never offer or provide cash, gifts or gratuities of more
than  minimal  value,  or  excessive entertainment, to any person or entity with
which  the  Company  does  business  or  is  likely  to  do business.  It is not
improper,  however,  for  any  individual  to make legal campaign contributions.
     8.    KEEP  COMPANY AND CUSTOMER INFORMATION CONFIDENTIAL.  Never disclose,
without  the  Company's  express  authorization,  any  information  (whether
commercial,  financial, technical or other) of the Company that is confidential,
privileged  or of competitive value.  Never disclose any information relating to
the Company's customers without express authorization from the Company's General
Counsel  or  the  Company's  retained  attorneys.
     9.    RESPECT  OUR  ENVIRONMENT.  Always  conduct  Company  business  as  a
responsible  steward  of  the environment.  Green Mountain Power is committed to
environmental  awareness  and  accountability  in all its business practices and
operations.
     10.    KEEP  OUR  WORKPLACE  SAFE.  Always  provide  and  promote  safe and
healthy  working  conditions in all Company facilities and protect employees and
others from personal injury.  Protect the Company's property and the property of
others  from  damage  that  may  arise  from  Company  operations or activities.
Maintain  working  conditions  that  assure  safe,  uninterrupted service to our
customers  and  the  public.
     11.    PROMOTE  INTEGRITY  AND  ETHICS  THROUGHOUT  THE  COMPANY.  Make  a
personal  commitment to follow this Code of Ethics and Conduct.  Guide others in
upholding  the  Company's  commitment  to  integrity.  Comply  with not only the
letter,  but  also  the  spirit  of  this  Code.
II.    STANDARDS  OF  CONDUCT  AND  LEGAL  COMPLIANCE
     Green Mountain Power's business and activities are subject to a diverse and
complex  set of laws, regulations and rules enforced by federal, state and local
authorities.  Compliance  with  every  law,  regulation  and  rule governing the
Company's  affairs is essential to the Company's commitment to integrity, to our
reputation  and  to  the  best  interests  of our Company, our shareholders, our
customers  and the public. A single document cannot address all of the statutes,
regulations  and  rules  that may apply to the Company's activities. Some of the
key  legal duties and requirements governing Green Mountain Power are summarized
below.  If  you  ever  have  any  question  regarding  the  applicability  or
interpretation of a law, regulation or rule, or if there is a question about the
legality  of  particular activity, you should promptly bring your concern to the
attention  of  the  Company's  Ethics  Officer  and  the  General  Counsel.
     Set  forth below are some of the more important laws that Company personnel
may  encounter:
     1.    LAWS  GOVERNING  HONESTY.  There  are numerous federal and state laws
addressing  dishonest  conduct.  Some  of  these  laws are drawn very broadly to
reach  wide  categories of dishonest conduct, while others are narrowly tailored
to  address  specific  acts  of  dishonesty  or  false  statements;  among other
activities,  these  laws  address  the  following:
*  Federal  and  state  fraud  statutes  criminalize  all  false  statements  or
representations  made  with  the  intent  to  deceive  and  with  the purpose of
obtaining money or property.  The acts become federal crimes if they involve any
use  of  the  mail  or  wires  (e.g.,  telecommunications).
*  Making false statements or concealing material facts in any matter within the
jurisdiction  of  a  federal  agency  or  department (such as the Federal Energy
Regulatory  Commission,  Securities  and  Exchange  Commission  or  the Internal
Revenue  Service)  is  a federal felony.  These laws clearly apply to statements
made  in  reports  and  filings  submitted  to  federal  agencies.
*  Federal  statutes  also  proscribe  an  array  of  specific  types  of  false
statements.  These  include  false  statements  made  in  documents  maintained
pursuant to the Employee Retirement Income Security Act of 1974 ("ERISA") (which
governs  employee  welfare  and  benefit  plans  like  Green  Mountain  Power's
Retirement  Plan)  or  in  connection  with  the  filing of federal tax returns.
*  State  law  prohibits giving false testimony or making false sworn statements
to  the  Vermont  Public  Service  Board  ("VPSB"  or  the "Board").  Persons or
entities  that  willfully  violate  this  proscription are guilty of perjury and
subject  to  imprisonment  for  up  to  15 years.  Furthermore, Vermont Statutes
authorize  the  imposition  of substantial civil penalties against any person or
corporation  that:  (1)  refuses to provide the Board with access to their books
and  records;  (2)  fails to furnish any return, report, or information lawfully
required  to  be  provided;  (3)  willfully hinders the Board in discharging its
duties;  or  (4)  fails  to  obey  a  final  order  or  decree  of  the  Board.
*  Any  false  written  or  oral  statement  made to a federally insured banking
institution  (which includes most banks, savings and loans, and credit unions in
Vermont)  with  the  intent  to  deceive,  also  violates  federal  law.
     It  is  also  illegal  to  give  or  offer  anything of value to any public
official or person who has been elected or selected to be a public official with
the  intent  or purpose of influencing any official act or business.  It is also
illegal  to give or offer compensation to: (1) a Member of Congress for services
rendered or to be rendered; or (2) to an employee of the executive, legislative,
or  judicial  branch  in  relation to any matter in which the United States is a
party  or  has  a  direct  and  substantial  interest.
     Of  course,  intentionally made false statements and deceptive or dishonest
acts  or  practices,  whether or not they violate the law, violate the Company's
Code Ethics and Conduct.  Each director, officer and employee should endeavor to
respect the rights of, and deal fairly with, the Company's customers, suppliers,
competitors  and employees.  No director, officer or employee should take unfair
advantage  of  anyone  through  manipulation,  concealment,  abuse of privileged
information,  misrepresentation  of  material  facts,  or  any other intentional
unfair-dealing  practice.
     2.    SECURITIES  LAWS.  Green  Mountain  Power  is  a  publicly-owned
corporation  whose  stock is traded on the New York Stock Exchange.  As such, it
is  subject  to  the  provisions  of  various  securities  laws,  including  the
Securities  Act  of  1933,  the  Securities  Exchange Act of 1934 and the Public
Utility  Holding  Company  Act  of  1935.
     The securities laws prohibit certain types of securities trading.  The most
significant  of  these  laws  is  the  law against insider trading, which is the
practice  of  engaging  in  a  securities  transaction  on the basis of "inside"
information.  The basic rules of insider trading are relatively simple to state.
No  one  may  purchase,  sell,  or  trade  in  securities while in possession of
material  non-public  information.  Likewise,  employees of Green Mountain Power
may  not  give  material  non-public  information  to anyone.  Employees may not
purchase, sell, or trade in the securities of the Company or another corporation
on  the  basis  of  material  non-public information, such as knowledge that the
Company  is  planning  to  acquire  the  other  corporation.  Insider trading by
employees  may  result in the imposition of civil and criminal penalties against
you  and  the Company, as well as publicity that is detrimental to the Company's
interests.
     The two key concepts of insider trading laws are (1) "material information"
and (2) "non-public information".  Material information is any information which
could  be expected to affect the investment decision of a reasonable investor or
alter  significantly  the market price of a corporation's stock.  There are many
types  of  material  information of which you may become aware.  For example, if
you  know  that  the Company will report favorable (or unfavorable) earnings, or
that  the  Company  is  planning  to  acquire  another  corporation,  you are in
possession  of  material  information.  Information  is non-public if it has not
appeared in the Company's filings with the Securities and Exchange Commission or
in  the  Company's  annual or quarterly reports to its shareholders.  You should
also  treat  any  information  which has not been the subject of a Company press
release  as  non-public.
     Keep  in  mind that the law covers not only trading in Green Mountain Power
stock  but  also trading in the stock of another company when you have knowledge
of  information  which  may affect that stock.  An obvious example is non-public
information  that  Green  Mountain Power is planning to acquire XYZ Company.  If
you  have  such information and then buy shares in XYZ Company, you are doing so
in  blatant  violation  of  the  insider  trading  laws.
     You  do  not need to be an officer or senior executive of the Company to be
subject to the insider trading laws.  Any employee is subject to prosecution for
a  violation.
     3.    ACCOUNTING MATTERS.  The Company has a legal responsibility to comply
with  an  array  of  regulations  promulgated  by  various regulatory, legal and
professional  organizations.  Management  has the primary responsibility for the
Company's  financial  reporting  process,  including  preparation  of  financial
statements  in  accordance  with  generally  accepted accounting principles, and
systems  of internal controls.  The Audit Committee of the Board of Directors is
responsible  for  monitoring  the integrity of the Company's financial reporting
process  and  system  of  internal controls.  As part of that process, the Audit
Committee  is  also  responsible for assuring that the Company has procedures to
receive  and  address  concerns  by  employees  regarding  accounting,  internal
accounting  controls  and  auditing matters, including confidential or anonymous
complaints submitted by employees.  The Audit Committee has adopted policies and
procedures regarding the reporting of accounting concerns, which can be found on
the  Company's  intranet  website, to set forth procedures for the confidential,
anonymous  submission by employees of concerns regarding questionable accounting
or  auditing  matters  to  the  Audit Committee.  If you have any such concerns,
please  consult  the  Accounting  Concerns  and  Reporting Policy and Procedures
available on the Company's intranet website for methods to report such concerns.
     4.    EQUAL  EMPLOYMENT  OPPORTUNITY.  Federal  and  State  laws  prohibit
discrimination  in  employment based upon an individual's race, color, religion,
sex, sexual orientation, national origin, disability or age.  This requires that
decisions  made  with  respect  to  hiring,  promotions,  and  terminations,  or
decisions  that bear on any significant term or condition of employment, be made
in  a  manner  that does not discriminate on any of these impermissible grounds.
Green Mountain Power is committed to promoting a productive environment in which
every employee is treated with respect.  Green Mountain Power therefore supports
a  policy  of  zero  tolerance  for any harassment of employees based on gender,
race, color, religion, national origin, marital status, age, sexual orientation,
mental or physical disability, veteran status or any other basis by supervisors,
co-workers  or non-employees. Harassment is defined as offensive or intimidating
conduct  of  a  verbal  or physical nature, which has the effect of unreasonably
interfering  with  an  employee's  working  conditions or performance, creates a
hostile,  intimidating  or  offensive environment or otherwise adversely affects
employment opportunities. Allegations of harassment will be investigated even if
no  formal complaint is filed or the complaining individual refuses to cooperate
in  an investigation. You are encouraged to report any harassment and be assured
that  no  retaliation  will  occur  for  reporting  the  conduct.
     The  Company has detailed and comprehensive employment policies relating to
numerous  employment  related  subjects,  including  discrimination, harassment,
disabilities,  and  family  and parental leave.  These policies are set forth in
the  Employee  Handbook.
     5.    ELECTRIC  UTILITY  REGULATION.  Green  Mountain  Power,  as a Vermont
electric  utility,  is closely regulated by the Vermont Public Service Board and
the Federal Energy Regulatory Commission ("FERC").  The scope of this regulation
is  broad  and  affects  nearly  every  aspect of our business.  The Company and
individual  employees  can  be  exposed  to serious civil and sometimes criminal
penalties  for violating regulatory statutes, regulations, rules or orders.  The
Company  has  a  long-standing commitment to full compliance with the letter and
spirit  of  all  statutes,  regulations,  rules  and  orders of these regulatory
authorities.  We  are also committed to working cooperatively and professionally
with these and all regulatory authorities with oversight responsibility over the
Company's  affairs.  It is never permissible for the Company or its personnel to
violate,  circumvent  or  evade  our  regulatory  responsibilities.
     We  do  not  expect every employee to be aware of each and every regulatory
requirement  governing  the Company's business.  Every employee should, however,
be  generally  familiar  with those aspects of state and federal regulation that
pertain to your area of responsibility.  The General Counsel should be contacted
whenever  you  have  a  question  about  a  regulatory  matter.
     6.    OFF-TARIFF  SALES  AND  SPECIAL  CONTRACTS.  Vermont  law,  30 V.S.A.
229, provides that no Vermont electric utility may "directly or indirectly or by
any  special rate, rebate, drawback or other device or method make any deviation
from  [approved  tariffs]"  without  prior  Public  Service  Board approval.  No
Vermont  utility may "enter into any contract, agreement or arrangement relating
to  the  furnishing  or  rendering of any special product or special service not
provided  for  or  covered in [an approved tariff]" without prior Public Service
Board  approval.  Violation  of this law exposes both the Company and individual
officers  and  employees to monetary penalties up to an amount of five times the
amount  of  the  unapproved  benefit  or  rebate  to the customer.  There are no
exceptions  to the statutory prohibition:  The Company may not provide regulated
electric  service  to  retail  customers,  except  in  accordance  with approved
tariffs,  unless the Public Service Board approves such arrangements in advance.
     The Company has specific and detailed procedures governing the negotiation,
approval  process  and monitoring of special contract and other off-tariff sales
arrangements.  All  employees  are  responsible for ensuring that Green Mountain
Power  electric  service  sales  and  customer  arrangements  are  made  only in
accordance with approved tariffs or approved special contracts.  It is essential
to  the  Company's  commitment  to  integrity  that  our  services  are sold and
delivered  only  in  accordance  with  the  law.  The  General Counsel should be
consulted whenever a question arises about whether a customer pricing or service
arrangement  falls  outside  our  approved  tariffs  or  a  Public  Service
Board-approved  special  contract.
     7.    ENVIRONMENTAL  LAWS,  REGULATIONS  AND  PERMITS.  The  Company's
operations  and  facilities  are  subject  to an intricate and detailed array of
federal,  state  and  local  laws,  regulations  and  permits  regarding  the
environment.  The  federal laws alone include the Clean Water Act, the Clean Air
Act,  the  Toxic  Substances Control Act, the Resource Conservation and Recovery
Act,  the  Comprehensive Environmental Response, Compensation and Liability Act,
the  Hazardous  Materials  Transportation  Act,  the  Oil Pollution Act, and the
Emergency  Planning  and Community Right to Know Act.  The State of Vermont also
has  enacted  many  environmental statutes, including the Soil Conservation Act,
Water  Resources  Management  Act,  Water  Pollution  Control  Act, Land Use and
Development  Act,  Waste  Management  Act,  Air  Pollution  Control  Act,  and
Underground Liquid Storage Tank Act.  These laws govern, among other things, the
storage,  disposal,  transportation  and  treatment of hazardous wastes (such as
PCBs).  They  also require that certain records be maintained in connection with
those  activities, and they prohibit tampering with monitoring devices installed
pursuant  to  the  enforcement  of  the  statutory  prescriptions.
     The  Company  is  required to obtain and comply with many different permits
and  certificates,  issued  by federal, state and local authorities, that govern
our  operations  and  facilities.  Many  of  these  permits  contain  terms  and
conditions  that  are  designed  to  protect the environment.  These include dam
licenses,  "Section  248"  certificates  of  public  good, air and water quality
permits,  "Act  250"  permits, pole setting approvals, local planning and zoning
permits  and  approvals,  to  name  a  few.
     The  Company  has  in  effect  a  number  of written procedures, plans, and
guidelines  applicable  to environmental matters.  All employees are responsible
for  ensuring  that  they  are  familiar  with  the environmental procedures and
guidelines  that  may  affect their duties with the Company.  It is essential to
the  Company's  commitment to the environment that we seek all required permits,
certificates  and  authorizations  when  required  and that we comply with every
permit,  certificate  and  authorization  that  we  receive.
     Green  Mountain  Power is proud of its environmental record and the efforts
it  has  made  to  promote a clean and healthy environment.  The General Counsel
should  be  consulted  anytime  a  question  exists relating to an environmental
matter.
     8.    DRUG  AND  ALCOHOL FREE WORKPLACE.  Green Mountain Power is committed
achieving  a  safe  work  environment that is free from the influence of illegal
drugs  and  alcohol through intervention and, if appropriate, corrective action.
Green  Mountain  Power  strictly  prohibits  use,  possession,  manufacture,
distribution,  dispensation  or  sale  of  illegal  drugs,  drug  paraphernalia,
controlled  substances  or alcohol on company premises and/or during work hours.
Employees  are  required  to  be  free  from  the influence of illegal drugs and
alcohol  while  working.  If  an  employee  has  reason to believe that a fellow
employee  is  under  the  influence of illegal drugs or alcohol or has otherwise
violated  this  policy, the appropriate supervisor or a member of the management
team  should  be  contacted  immediately.
     9.    HEALTH  AND  SAFETY.  It is the Company's policy to promote a healthy
and  safe  working  environment for all of its employees.  It is against Company
policy  to  violate any federal, state or local law, rule, or ordinance relating
to  workplace  health  and  safety.
     It  is  a  criminal violation of the federal Occupational Safety and Health
Act  ("OSHA")  to  provide  unauthorized  notification  of  an  impending  OSHA
inspection,  to  falsify  reports  required by OSHA, and/or willfully to fail to
provide  a  safe  work place.  Any willful violation of OSHA that results in the
death  of  an  employee  may  also  result  in  criminal  penalties.
     The Company has written safety guidelines and procedures that are set forth
in  the  Company's Accident Prevention Manual.  A copy of OSHA safety and health
standards, which is printed in Volume 29 of the Code of Federal Regulations, can
be  obtained  through  the  Legal  Department
     10.    CAMPAIGN FINANCING.  The statutes and regulations governing campaign
contributions  by  corporations form a relatively technical and separate body of
law.  The  Company is precluded from making campaign contributions to candidates
for  federal  office.  The  Company  has  a  policy  of  not  making  corporate
contributions to state or local candidates or to political parties.  The Company
does  not  have  or  belong  to  a  "political  action committee" or "PAC."  The
Company's  policies are not intended to infringe on any individual's right under
federal  or  state  law  to  make  lawful  campaign  contributions  to political
candidates.
     11.    COPYRIGHTS,  PATENTS AND TRADEMARKS.  Federal and state laws protect
intellectual  property (i.e. invention, written and musical creations, software,
etc.),  and  Company  employees who intentionally violate those laws may subject
both  themselves  and  the  Company  to  criminal  liability.
     Copyright laws protect an original work of authorship when it is fixed in a
tangible  medium.  Such works may include written works like books and articles,
video  and  audiotapes,  and computer software programs.  Examples of activities
that  might  violate  the  copyright  laws  are:
* installing computer software on more than one computer in contravention of the
licensing  agreement;
*  reproducing  written articles for distribution outside of the Company without
the  permission  of  the  publisher  or  author;
*  reproducing  rental  video  tapes  for  any  use;  and
*  using  material  contained on subscription data bases in contravention of the
subscription  agreement.
     Employees should review any applicable licensing or subscription agreements
before reproducing information contained on those mediums.  It also bears noting
that  copyright  protection  may exist even in the absence of a formal copyright
registration  made  with  the  United  States  Copyright  Office.
     Patent  laws  are  applicable  only  after a patent is sought and obtained.
These  laws  provide the inventor of a patented product, process, or composition
with  the  exclusive  right to make, sell or use the patented invention.  Patent
searches  can  be  undertaken to determine if the use of a process or device may
infringe  upon  an  existing  patent.
     Trademark  laws  protect  against confusion as to the source and quality of
goods  or  services by prohibiting the use of trademarks that are the same as or
deceptively  similar  to  the trademarks owned by others.  Trademarks may become
protected  either  by  registration  or by actual use of a nature that creates a
public  perception  that there is an association between the mark and the user's
product  or  service.
     Intellectual  property laws are neither simple nor straightforward, and any
questions  regarding  issues  involving  these  laws  should be addressed to the
General  Counsel.
     12.    LABOR RELATIONS.  The Company recognizes the rights of its employees
to  organize and bargain collectively consistent with the law.  These rights are
guaranteed  by  federal  and  state  statutes  and by regulations promulgated by
various  government  agencies  charged  with  enforcing  those  statutes.
     It  is  unlawful  to  offer money or benefits to, or in any way to bribe an
employee  or his representatives in an effort to influence the exercise of their
rights to organize and bargain collectively.  Similarly, it is unlawful to bribe
or  attempt  to  bribe  a union representative or official in order to influence
them  in  discharging  their  duties  as  a  representative  of  an  employee.
     13.    TAX LAWS.  As a taxpayer, the Company is required to pay federal and
state income taxes, social security taxes, federal and state unemployment taxes,
state  sales  taxes  and  local  property  taxes. In addition, it is required to
withhold  income taxes from its employees' wages and to collect sales taxes from
its  customers.  In connection with its tax obligations, the Company is required
to  maintain  accurate  financial  records  and  to  report  its  tax  liability
accurately.
     It  is  unlawful  and  against  Company  policy  to evade taxes owed by the
Company,  to  file  inaccurate reports required to be filed with the government,
and/or  knowingly  to  fail  to  keep  adequate  records  or provide information
properly  requested  by the government.  It is the Company's policy to cooperate
with  legitimate  government  inquiries  and  investigations.
     14.    IMMIGRATION  LAWS.  The immigration laws of the United States impose
certain  limitations on the hiring of persons who are not citizens of the United
States,  and  makes  illegal:
*  Knowingly  hiring non-citizens who are not properly authorized to work in the
United  States;
*  Engaging  in  a  practice  of  knowingly  hiring  or  continuing  to  employ
unauthorized  aliens;  and
*  Engaging  in  fraud  or  making  false  statements  in  connection  with
identification  of  employment  eligibility  documents.
     Accordingly,  while  it  is  against  the  law  to  discriminate against an
individual  because  of his or her ethnic or national origin, it is essential to
comply with the immigration laws when dealing with the employment of individuals
who  are  not  citizens  of  the  United  States.
     This  may  be  accomplished by examining documents, after ensuring they are
genuine,  that  establish  both  identity  and  employment authorization.  Every
person  hired  after  November  6,  1986 must complete an Employment Eligibility
Verification  Form  (Form  I-9)  and  provide the documentation required by that
Form.  Detailed  Instructions regarding the Form and the requirements of the law
are  maintained  in  the  Human  Resources  Offices.
     Any  questions  regarding  the  immigration laws should be addressed to the
Human  Resources  Department  and/or  the  General  Counsel.
     15.    ANTITRUST  LAWS.  Antitrust  law is actually a group of separate but
related  laws  that  are  designed to protect competition by prohibiting sellers
and/or  buyers from collectively acting to fix prices or regulate supply.  These
laws  are  complicated  and  their  meaning  has  largely been a matter of court
interpretation.  As  a  consequence,  the  meaning  of  antitrust  law  is often
ambiguous  as  applied  to  specific  fact situations.  Set forth below are some
general  guidelines.
*  It  is unlawful to make agreements with competitors, either tacit or express,
that  have  as  an effect the setting or fixing of prices, output or supply.  In
general,  you  should  avoid  even  discussing  prices  with  competitors.
*  It  is  unlawful to make agreements with competitors relating to the division
or  allocation  of  customers,  sales  territories  or  markets.
*  It is unlawful for a supplier of products to agree to set or fix the price at
which  the  product  may  be  resold  to  others  by  a  buyer.
*  It is unlawful to condition or tie the sale of one product to the purchase of
a  different  product,  when  the  seller  has  market power.  "Market power" is
incapable of easy or precise definition, but it often exists when a seller has a
large  share  (i.e.  50  percent)  of  a relevant market.  An example of such an
illegal  "tying"  arrangement may be refusing to sell a customer transmission or
distribution  service  unless  the  customer also purchases electricity from the
Company.  Exclusive  dealing is illegal under some circumstances, and you should
consult  the General Counsel or the Company's retained attorneys before entering
agreements involving exclusive dealing.  Exclusive dealing exists where a seller
conditions the sale of its product on an agreement by the buyer that it will not
purchase  the  product  of  competitors.
*  Charging  similarly situated buyers different prices for the same product, or
discriminating  in giving discounts, rebates or allowances, may be illegal under
some  circumstances.  You  should  consult  the General Counsel or the Company's
retained  attorneys  before committing the Company to any agreement, either as a
buyer  or  seller, that involves discriminatory prices, allowances, discounts or
rebates.
     The  General  Counsel  must  be consulted when Company activities appear as
though  they  may  raise  antitrust  issues.
     16.    GOVERNMENT  INVESTIGATIONS.  It  is  long-standing Company policy to
cooperate  with  federal, state and local investigations for any law enforcement
or  lawful regulatory purposes. At the same time, the Company is entitled to all
the  safeguards  provided by law for the benefit of persons under investigation,
including particularly the representation of counsel at all times. Therefore, if
a representative of any government agency requests an interview with any Company
employee  or  Company  representative,  or  seeks data or copies of documents or
seeks  access  to  files,  the  investigator  must be told that the Company will
cooperate,  but  the  matter  must  first  be  referred to the Company's General
Counsel.  This  procedure  must  be  followed  whether  the  request  is oral or
written.
     17.    COMPANY  INFORMATION.  Company  data in any form, including, but not
limited to, electronic transmission, is the property of Green Mountain Power and
may  contain  confidential  information.  Directors, officers and employees must
protect  such  information  and maintain the confidentiality of such information
except when disclosure is specifically authorized or legally mandated.  You must
consult  the  Company's General Counsel with respect to all questions concerning
disclosure  of  confidential  information.  This  is true for emails, voice mail
recordings,  as  well  as  any  other  written  documents.  All  computer system
passwords,  encryption  information,  credit  card  numbers,  financial  account
information and the like constitute confidential company information and must be
maintained  by  employees  in  confidence.  Information  relating  to  a Company
customer  should  never  be  disclosed  to  anyone  except that customer without
express  authorization  from  the  Company's  General  Counsel  or the Company's
retained  attorneys.  Employment-related  information about individual employees
should  never  be disclosed to persons or entities outside the Company by anyone
except  the  Human  Resources  department.  All  inquiries  or  requests  for
information or references regarding current or former employees must be referred
to  Human  Resources.  Materials  marked  or  designated  as "privileged" and/or
"confidential" should not be given to parties outside of the Company, nor should
they be widely distributed within the Company, unless specifically instructed by
the  General Counsel. Similarly, oral and written advice provided by the General
Counsel,  or  by  outside  counsel  representing  the  Company,  should never be
disseminated  to  third  parties  unless  specifically instructed by the General
Counsel  or  the  Company's  retained  attorneys  representing  the  Company.
     18.    DISCLOSURE  POLICY.  It  is  the  Company's  policy to provide full,
fair,  accurate,  timely and understandable disclosure in all documents required
to  be  filed  with  or  furnished  or  submitted to the Securities and Exchange
Commission  and  in  all  other  public communications.  The Company expects all
employees,  officers and directors to act in a manner that supports this policy.
In  addition,  directors, officers and employees are prohibited from directly or
indirectly  taking  any  action to fraudulently influence, coerce, manipulate or
mislead  the  Company's  independent  auditors  for the purpose of rendering the
financial  statements  of  the  Company  misleading.
III.    COMPLIANCE
     Green Mountain Power is committed to promoting compliance with this Code of
Ethics  and  Conduct.  The Company is also committed to detecting and rectifying
non-compliance  when  it  does  occur.
     1.    ETHICS  OFFICER.  The  Company  has  established an Ethics Officer to
ensure  effective  implementation  and  compliance  with  this Code.  The Ethics
Officer  is  responsible for overseeing the Company's compliance with this Code,
which includes ensuring that Company personnel understand the standards embodied
in  the  Code  and  that  any  violations of the Code are detected and addressed
promptly  in  a  fair,  effective  and  uniform  manner.
     2.    WAIVERS  OF THE CODE.  Any waiver of this Code for executive officers
or directors may be made only by the Board of Directors or a Board committee and
will  be promptly disclosed to shareholders as required by law or stock exchange
regulation.
     3.    REPORTING  ANY ILLEGAL OR UNETHICAL BEHAVIOR.  This Code is primarily
concerned  with  addressing  your  conduct  and  the conduct of those who report
directly  or indirectly to you. However, there may be instances where you become
aware  that  the conduct of others may violate this Code or any of the Company's
policies.  It  is  every employee's obligation to report any potential violation
promptly  to  the  appropriate  individual  within  the  Company  so  that  any
appropriate  investigation  and any necessary corrective steps may be taken.  If
you  are  ever  in  doubt  about  the  legal  or ethical nature of a decision or
practice within the Company, your first point of contact should be your manager,
department  head,  the  Ethics  Officer  or  the  General  Counsel.  If you have
concerns  about  the  Company's  accounting,  auditing  or  financial  reporting
practices, you should report them to in accordance with the Company's Accounting
Concerns  Reporting  Policy  and  Procedures  found  on  the  Company's intranet
website,  which  describes procedures for the confidential, anonymous submission
by  employees  of concerns regarding questionable accounting or auditing matters
to  the  Audit Committee.  The General Counsel must also be informed promptly of
any actual or potential illegal or unethical behavior that may violate this Code
or  any of the Company's policies. It is the policy of this Company not to allow
retaliation for reports of misconduct by others made in good faith by employees.
Directors,  officers  and  employees  are  expected  to  cooperate  in  internal
investigations  of  misconduct.
     4.    ACCOUNTABILITY.  You  will  be accountable for adherence to this Code
of  Ethics  and  Conduct.  Violations  of  this  Code may result in a variety of
disciplinary  actions, including termination of employment and civil or criminal
penalties.