CENTRAL VERMONT PUBLIC SERVICE CORP
U-3A-2, 1994-02-24
ELECTRIC SERVICES
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     Adopted November 9, 1939                               File No. 69-65
     
     
                        SECURITIES AND EXCHANGE COMMISSION 
     
                                 Washington, D.C. 
     
     
                                   FORM U-3A-2 
     
                       For the Year Ended December 31, 1993
     
   STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-2 FROM THE 
          PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 
     
     
                     CENTRAL VERMONT PUBLIC SERVICE CORPORATION 
                                  (Name of Company) 
     
     hereby files with the Securities and Exchange Commission, pursuant to 
     Rule U-2, its statement claiming exemption as a holding company from 
     the provisions of the Public Utility Holding Company Act of 1935.  In 
     support of such claim for exemption the following information is 
     submitted:
     
        l.  Name, State of organization, location and nature of business of
     claimant and every subsidiary thereof. 
     
                    CENTRAL VERMONT PUBLIC SERVICE CORPORATION
     
             Central Vermont Public Service Corporation ("CVPS") was incor-
             porated in Vermont on August 20, 1929 and has its principal 
             executive office at 77 Grove Street, Rutland, Vermont.  
        
             The principal business of the Company is the generation and 
             purchase of electric energy and its transmission, distribution 
             and sale for light, power, heat and other purposes to about 
             134,000 customers in Middlebury, Randolph, Rutland, Springfield, 
             Windsor, Bradford, Bennington, Brattleboro, St. Johnsbury, St. 
             Albans, Woodstock, Poultney, Manchester and l63 other towns and 
             villages in Vermont. 
             CVPS also sells electric energy at wholesale in New Hampshire 
             to its subsidiary, Connecticut Valley Electric Company Inc.; 
             Woodsville Fire District Water and Light Dept.; New Hampshire 
             Electric Cooperative Inc.; and in Vermont to one small private 
             utility.  It also interchanges economy and emergency power 
             through the New England Power Pool.  
     
                     CONNECTICUT VALLEY ELECTRIC COMPANY INC.
     
             Connecticut Valley Electric Company Inc. ("CVEC"), a 
             wholly-owned subsidiary of CVPS, was incorporated in New Hamp-
             shire on December 9, 1948, and has its principal office at 104 
             Pleasant Street, Claremont, New Hampshire. 
        
             CVEC acquired on December 31, 1949, the business and properties 
             of CVPS located in New Hampshire and used in carrying on the 
             intrastate business of CVPS in that State.  (See Form U-1 in 
             File No. 70-2075). 
             







             The principal business of CVEC is the purchase of electric en-
             ergy and its transmission, distribution, and sale for light, 
             power, heat and other purposes to about 10,000 customers in 
             Claremont and 12 other towns and villages in New Hampshire.  
     
     
     
                       VERMONT ELECTRIC POWER COMPANY, INC.
     
             Vermont Electric Power Company, Inc. ("VELCO"), a subsidiary 
             of CVPS which owns 56.8% of its outstanding Common Stock, $l00 
             Par Value, and 46.6% of its outstanding Preferred Stock, $100 
             Par Value, was incorporated in Vermont on December 28, 1956 and 
             has its principal office at Pinnacle Ridge Road, Town of 
             Rutland, Vermont.  
        
             VELCO operates pursuant to the terms of the 1985 Four-Party 
             Agreement (as amended) with the Company and two other major 
             distribution companies in Vermont.  Although the Company owns 
             56.8% of VELCO's outstanding common stock, the Four-Party 
             Agreement effectively restricts the Company's control of VELCO 
             and therefore VELCO's financial statements have not been 
             consolidated.  The Four-Party Agreement continues in full force 
             and effect until May 1995 and will be extended for an additional 
             two-year term in May 1995, and every two years thereafter, 
             unless at least ninety (90) days prior to any two-year anniver-
             sary any party shall notify the other parties in writing that 
             it desires to terminate the agreement as of such anniversary.  
             No such notification has been filed by the parties.
     
             VELCO provides transmission services for the State of Vermont 
             acting by and through the Vermont Department of Public Service 
             and for all of the electric distribution utilities in the State 
             of Vermont.  VELCO is reimbursed for its costs (as defined in 
             the agreements relating thereto) for the transmission of power 
             which VELCO transmits for the State of Vermont and the electric 
             distribution utilities. 
        
             VELCO also has agreements for single unit and system power 
             purchases which it resells at its cost to various electric 
             distribution utilities in the State of Vermont.  
        
             VELCO is also a participant with all of the major electric 
             utilities in New England in the New England Power Pool, acting 
             for itself and as agent for twenty-two other electric utilities 
             in Vermont, including Central Vermont, whereby the generating 
             and transmission facilities of all of the participants are 
             coordinated on a New England-wide basis through a central 
             dispatching agency to assure their operation and maintenance in 
             accordance with proper standards of reliability, and to attain 
             the maximum practicable economy for all of the participants 
             through the interchange of economy and emergency power.
     
                   VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
     
             Vermont Electric Transmission Company, Inc. ("VETCO"), a 
             wholly-owned subsidiary of VELCO, was incorporated in Vermont 
             on May 13, 1982 and has its principal office at Pinnacle Ridge 
             Road, Town of Rutland, Vermont. 
        
             
             
             
             
             
             
             VETCO was formed to construct, finance and operate the Vermont 
             portion of the high voltage DC transmission line which ties the 
             New England transmission system to the Hydro-Quebec trans-
             mission system.
        
                     VERMONT YANKEE NUCLEAR POWER CORPORATION 
        
             Vermont Yankee Nuclear Power Corporation ("VY"), an affiliate 
             of CVPS which owns 31.3% of its outstanding common stock, $100 
             Par Value, was incorporated in Vermont on August 4, 1966 and 
             has its principal office at Ferry Road, Brattleboro, Vermont. 
        
             The business of VY is the ownership and operation of a nuclear 
             power plant at Vernon, Vermont and the sale of electricity 
             generated at the plant to its sponsoring stockholders. 
     
                                C. V. REALTY, INC. 
     
             C. V. Realty, Inc. was incorporated in Vermont on August 30, 
             1968 and has its principal office at 77 Grove Street, Rutland, 
             Vermont.  
     
             C. V. Realty, Inc., a wholly-owned subsidiary of CVPS, was 
             formed for the purpose of owning, acquiring, buying, selling, 
             and leasing real and personal property and interests therein.  
             It is not the purpose of this Company to own or operate facil-
             ities used for the generation, transmission or distribution of 
             electric energy as an electric utility company.  
     
                    CENTRAL VERMONT PUBLIC SERVICE CORPORATION -
                            BRADFORD HYDROELECTRIC, INC.      
     
             Central Vermont Public Service Corporation - Bradford Hydro-
             electric, Inc., ("Bradford") a wholly-owned subsidiary of CVPS 
             was incorporated in Vermont on November 3, 1981 and has its 
             principal office at 77 Grove Street, Rutland, Vermont. 
        
             Bradford was formed for the purposes of acquiring and cons-
             tructing a hydroelectric project having a capacity of 1500 KW 
             in Bradford, Vermont and leasing said project to CVPS.
     
             For financial reporting purposes, Bradford's financial data is
             included with CVPS on the Consolidating Financial Statements.
     
                       CENTRAL VERMONT PUBLIC SERVICE CORPORATION -      
                              EAST BARNET HYDROELECTRIC, INC.                  
           
             Central Vermont Public Service Corporation - East Barnet
             Hydroelectric, Inc., ("East Barnet") a wholly-owned subsidiary 
             of CVPS was incorporated in Vermont on November 3, 1981 and has 
             its principal office at 77 Grove Street, Rutland, Vermont. 
     
             East Barnet was formed for the purpose of acquiring and
             constructing a hydroelectric project having a capacity of 
             2200 KW in East Barnet, Vermont and leasing said project to 
             CVPS. 
     
             For financial reporting purposes, East Barnet's financial data 
             is included with CVPS on the Consolidating Financial Statements.
     
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               CV ENERGY SERVICES, INC.
     
             CV Energy Services, Inc. ("CVES") was incorporated in Vermont 
             on November 25, 1986 and has its principal office at 77 Grove 
             Street, Rutland, Vermont.
     
             CV Energy Services, Inc., formerly a wholly-owned subsidiary of 
             CV Energy Resources, Inc., became a wholly-owned subsidiary of 
             CVPS on August 3, 1992.  It was formed for the purpose of en-
             gaging in energy-related businesses.  The dissolution of CVES 
             occurred on March 16, 1993. 
     
                             SMARTENERGY SERVICES, INC.
     
             SmartEnergy Services, Inc. ("SES") was incorporated in Vermont 
             on January 8, 1993 and has its principal office at 77 Grove 
             Street, Rutland, Vermont.
     
     
             SES is a wholly-owned subsidiary of CVPS was formed for the pur-
             pose of engaging in the sale or rental of electric water 
             heaters and other energy-efficient products.
     
                             CV ENERGY RESOURCES, INC.
     
             CV Energy Resources, Inc. ("CVER") was incorporated in Vermont 
             on August 4, 1986 and has its principal office at 71 Allen 
             Street, Rutland, Vermont.
     
             CVER is a wholly-owned subsidiary of CVPS and was formed pri-
             marily for the purpose of investing in energy supply projects.  
             CVER has one wholly owned subsidiary, Catamount Energy Corpor-
             ation.  Effective August 3, 1992, Catamount Rumford, Inc., 
             Equinox Vermont Corporation and Appomattox Vermont Corporation 
             were transferred to Catamount Energy Corporation.
     
                            CATAMOUNT ENERGY CORPORATION
     
             Catamount Energy Corporation ("CEC") was incorporated on 
             June 23, 1992 and has its principal office at 71 Allen Street, 
             Rutland, Vermont.
     
             CEC is a wholly-owned subsidiary of CVER and was formed pri-
             marily for the purpose of investing in energy supply projects.  
             CEC has four wholly owned subsidiaries:  Catamount Rumford, 
             Inc., Equinox Vermont Corporation, Appomattox Vermont 
             Corporation and Catamount Williams Lake, Ltd.
     
                             CATAMOUNT RUMFORD, INC.
     
             Catamount Rumford, Inc., formerly CV Rumford, Inc., was incor-
             porated in Vermont on April 11, 1989 and has its principal 
             office at 71 Allen Street, Rutland, Vermont.  
     
             Catamount Rumford, Inc. is a wholly-owned subsidiary of CEC 
             and was formed for the purpose of allowing participation as 
             a limited partner in the Rumford Regulus Power Partnership, 
             a partner in an 85 megawatt cogeneration facility located in 
             Rumford, Maine.
     
             
             
             
             
             
             
             
             
             
             
             For financial reporting purposes, Catamount Rumford, Inc.'s 
             financial data is included with CEC on the Consolidating Finan-
             cial Statements.
     
                           EQUINOX VERMONT CORPORATION
     
             Equinox Vermont Corporation was incorporated in Vermont on 
             May 10, 1990 and has its principal office at 71 Allen Street, 
             Rutland, Vermont.
     
             Equinox Vermont Corporation is a wholly-owned subsidiary of 
             CEC and was formed for the purpose of allowing participation 
             as a partner in Ryegate Associates, a partnership formed to 
             develop an 18.4 MW wood-fired generating facility in East 
             Ryegate, Vermont.
     
             For financial reporting purposes, Equinox Vermont Corporation's
             financial data is included with CEC on the Consolidating Finan-
             cial Statements.
     
                       APPOMATTOX VERMONT CORPORATION
     
             Appomattox Vermont Corporation was incorporated in Vermont on 
             October 24, 1991 and has its principal office at 71 Allen 
             Street, Rutland, Vermont.
     
             Appomattox Vermont Corporation is a wholly-owned subsidiary of 
             CEC and was formed for the purpose of acquiring a 50% leasehold 
             interest in a coal-and wood-fired cogeneration facility located 
             in Hopewell, Virginia.
     
             For financial reporting purposes, Appomattox Vermont Corpora-
             tion's financial data is included with CEC on the Consolidating 
             Financial Statements.
     
                            CATAMOUNT WILLIAMS LAKE, LTD.
     
             Catamount Williams Lake, Inc. was incorporated in Vermont on 
             December 14, 1992 and has its principal office at 71 Allen 
             Street, Rutland, Vermont.
     
             Catamount Williams Lake, Ltd. is a wholly-owned subsidiary of 
             CEC and was formed primarily for the purpose of participating 
             in a limited partnership that will own and operate a 60 MW 
             wood-fired generating project in Williams Lake, British 
             Columbia, Canada.
     
             For financial reporting purposes, Catamount Williams Lake, 
             Ltd.'s financial data is included with CEC on the Consolidating 
             Financial Statements.
            
          2.  A brief description of the properties of claimant and each of 
     its subsidiary public utility companies used for the generation, 
     transmission, and distribution of electric energy for sale, or for the 
     production, transmission, and distribution of natural or manufactured 
     gas, indicating the location of principal generating plants, trans-
     mission lines, producing fields, gas manufacturing plants, and electric 
     and gas distribution facilities, including all such properties which 
     are outside the State in which claimant and its subsidiaries are 
     organized and all transmission or pipelines which deliver or receive 
     electric energy or gas at the borders of such State. 
     
                         
                         
                         
                         
                         
                         
                         
                         
                         CENTRAL VERMONT PUBLIC SERVICE CORPORATION 
     
             CVPS's electric properties consist of five principal distri-
             bution systems, namely, the so-called Central, Bennington, St. 
             Albans, St. Johnsbury and Brattleboro systems.  All, except the 
             Brattleboro system, are connected with the transmission facil-
             ities of VELCO (an affiliate of CVPS) and all except the St. 
             Albans system are interconnected at the Vermont State line with 
             the facilities of New England Power Company (not an affiliate 
             of CVPS); also the Brattleboro System is directly connected at 
             the Vermont State line with the facilities of the Public Service 
             Company of New Hampshire (not an affiliate of CVPS).  The elec-
             tric generating plants of the Company consist of l8 hydroelec-
             tric generating stations, two gas turbine generating stations, 
             and one diesel-electric generating station, of which one hydro-
             electric generating station is located in New York and the 
             remainder in Vermont. 
        
             The electric systems of CVPS include about 613 miles of trans-
             mission lines, about 7,136 miles of overhead distribution lines 
             and about 192 miles of underground distribution lines, which are 
             located in Vermont except for about 23 miles of transmission 
             lines which are located in located in New York. 
        
             CVPS is a stockholder, together with other New England utili-
             ties, in four nuclear generating companies.  CVPS is entitled 
             to a percentage of the power output of each of such companies, 
             as follows: 
        
                  Vermont Yankee Nuclear Power Corporation in Vermont 
                  (30.428% -156.4 MW); Maine Yankee Atomic Power Company in 
                  Maine (1.7961% -14.881 MW); Connecticut Yankee Atomic Power 
                  Company in Connecticut (2% - 11.6 MW); and Yankee Atomic 
                  Electric Company in Massachusetts (3.5% - 6.153 MW).
     
             CVPS is a participant with other New England utilities in 
             three major electric generating stations pursuant to joint own-
             ership agreements under each of which the Lead Participant has 
             constructed and is operating the plant for the Participants 
             (including itself) as tenants-in-common.  The plants and loca-
             tions, and the amount of CVPS's participation is as follows:
     
                  Wyman #4 in Maine (1.7769% - 11 MW); Millstone #3 in 
                  Connecticut (1.7303% - 20 MW); Joseph C. McNeil Generat-
                  ing Station in Vermont (20% - 10.76 MW).  
     
             The Company, along with eight other Vermont Joint-Owners, owns 
             and operates a 200 MW converter station and associated trans-
             mission line in Highgate, Vermont.  The station and the ass-
             ociated transmission line interconnects the VELCO system with 
             the system of Hydro-Quebec.  The Company is a 46.08% owner of 
             this project.
     
                         CONNECTICUT VALLEY ELECTRIC COMPANY INC. 
     
             CVEC's electric properties consist of two principal systems in 
             New Hampshire which are not interconnected with each other but 
             each of which is connected directly with facilities of CVPS.
        
             
             
             
             
             
             
             
             
             
             
             
             The electric systems of CVEC include about two miles of trans-
             mission lines, about 422 miles of overhead distribution lines 
             and about nine miles of underground distribution lines. 
        
                          VERMONT ELECTRIC POWER COMPANY, INC. 
        
             VELCO has no generating facilities but has approximately 483 
             miles of transmission lines and twenty-five associated substa-
             tions located in the State of Vermont.  VELCO's properties 
             interconnect with the lines of the NYPA at the New York-Vermont 
             State line near Plattsburgh, New York; with the transmission 
             facilities of Niagara Mohawk Power Corporation at the 
             New York-Vermont State line near Whitehall, New York, and 
             North Troy, New York; with lines of New England Power Company 
             at or near the New Hampshire-Vermont State line at Wilder,
             Vermont and at Monroe, New Hampshire, Claremont, New Hampshire, 
             and at the Massachusetts-Vermont State line near North Adams, 
             Massachusetts; with the lines of Public Service Company of New 
             Hampshire at or near the New Hampshire-Vermont State line at 
             Littleton, New Hampshire, Ascutney, Vermont and Vernon, Vermont; 
             and with the lines of Hydro-Quebec at the Quebec/Vermont border 
             near Highgate, Vermont through an AC/DC/AC converter and 7.6 
             miles of transmission lines jointly owned by several Vermont 
             utilities.  All of its transmission facilities are in Vermont 
             except for approximately 4.3 miles of transmission lines which 
             are located in New Hampshire.  
     
                      VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
     
             VETCO has approximately 52 miles of high voltage DC trans-
             mission line connecting at the Quebec-Vermont border in the Town 
             of Norton, Vermont with the transmission line of Hydro-Quebec 
             and connecting at the Vermont-New Hampshire border near New Eng-
             land Power Company's Moore Hydroelectric Generating Station with 
             the transmission line of New England Electric Transmission 
             Corporation, a subsidiary of New England Electric System (not 
             an affiliate of CVPS).
     
                          VERMONT YANKEE NUCLEAR POWER CORPORATION
     
             VY declared its nuclear-power electric generating plant with a
             capacity of about 514 megawatts (net) in commercial operation 
             on November 30, 1972.  The plant is located on the west bank 
             of the Connecticut River in Vernon, Vermont.  
     
                      CENTRAL VERMONT PUBLIC SERVICE CORPORATION -
                            BRADFORD HYDROELECTRIC, INC.       
     
             Electric properties of Bradford consist of a 1500 KW hydro-
             electric generating station and associated facilities at Brad-
             ford, Vermont involving real estate of 10.2 acres.
     
                      CENTRAL VERMONT PUBLIC SERVICE CORPORATION -
                             EAST BARNET HYDROELECTRIC, INC.     
     
             Electric properties of East Barnet consist of a 2200 KW hydro-
             electric generating station and associated facilities at East 
             Barnet, Vermont, involving real estate of 25.54 acres.
     
             
             
             
             
             
             
             
             
             
             
             
             3.   The following information for the last calendar year is 
        submitted with respect to claimant and each of its subsidiary public 
        utility companies: 
     
                  a)  Number of KWH of electric energy sold (at retail or
                      wholesale), and Mcf. of manufactured gas distributed 
                      at retail.
     
<TABLE>
<CAPTION>
                                        1993
     
              VY(F1)                     CVPS(F2)                CVEC
     
              Electic:
              <C>                   <C>                    <C>
              3,372,147,700 KWH     3,407,063,153 KWH      160,498,309 KWH 
              <S>
              Gas:                  <S>                    <S>
              None                  None                   None
(FN)
(F1)The sales of electric energy shown herein of VY include sales to VELCO. 
     
(F2)The sales of electric energy shown herein of CVPS include sales to CVEC 
    and VELCO.
</TABLE>     
<TABLE>
<CAPTION>
                                      1993
                                      VELCO
     
              <S>                       <C>
              Electric                  884,463,420 KWH  
                                        <S>
              Gas                       None 
</TABLE>     

     
               (b)    Number of KWH of electric energy and Mcf. of natural 
                      or manufactured gas distributed at retail outside the 
                      State in which each such company is organized. 
<TABLE>     
<CAPTION>
          
                                           1993
     
     
              VY                           CVPS                  CVEC
              <S>                        <C>                    <S>
              Electric: 
              None                       38,399 KWH              None 
              <S>                         <S>                    <S>
              Gas: 
              None                         None                  None 
          
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           1993
     
                                           VELCO
              <S>                                                <S>
              Electric                                           None 
        
              Gas                                                None 
</TABLE>

               (c)    Number of KWH of electric energy and Mcf. of natural 
                      or manufactured gas sold at wholesale outside the 
                      State in which each such company is organized or at 
                      the state line.
     
<TABLE>                                              
<CAPTION>
                                              1993
     
     
               VY                           CVPS(F1)             CVEC
               <S>                      <C>                      <S>
               Electric(F2):
               None                     160,662,340 KWH          None 
               <S>
               Gas:                     <S>                      <S>
               None                     None                     None 
(FN)     
(F1)The sales of electric energy shown herein of CVPS include sales to CVEC.
     
(F2)Deliveries made at the step-up substation at the site.
     
</TABLE>
<TABLE>                                     
<CAPTION>
                                            1993
     
                                            VELCO
               <S>                                                <S>
               Electric                                           None
          
               Gas                                                None 
</TABLE>
     
                  (d) Number of KWH of electric energy and Mcf. of natural 
                      or manufactured gas purchased outside the State in 
                      which each such company is organized, or at the state 
                      line.
<TABLE>     
                                            1993
     
               VY                            CVPS                   CVEC 
               <S>                    <C>                     <C>
               Electric:
               None                   1,081,637,344 KWH       127,250,900 KWH
               <S>                      <S>                      <S>
               Gas: 
               None                     None                     None 
     
                                                 
                                                 
                                                 
                                                 
                                                 
                                                 
                                                 
                                                 
                                                 
                                                 
                                                 
                                                 1993
                                                 VELCO
               <S>                      <C>
               Electric                 639,989,390 KWH
        
               Gas                      None 
</TABLE>        
     
                     Central Vermont Public Service Corporation -
                           Bradford Hydroelectric, Inc.        
     
     Bradford leases one hydroelectric generating station, which went into
     service December 20, 1982 to CVPS.
     
     
                      Central Vermont Public Service Corporation -
                          East Barnet Hydroelectric, Inc.     
     
     East Barnet leases one hydroelectric generating station, which went 
     into service September 1, 1984 to CVPS.

     
                                      EXHIBIT A 
     
          Exhibit A consists of a consolidating statement of income and 
     retained earnings of the claimant and its subsidiary companies for the 
     last calendar year together with a consolidating balance sheet of 
     claimant and its subsidiary companies as of the close of such calendar 
     year. 
     
          See attachments for consolidating financial statements of CVPS 
     and its subsidiaries for the year 1993.
     
          The above-named claimant has caused this statement to be duly 
     executed on its behalf by its authorized officer on this 24th day 
     of February 1994.
     
     
     
                     CENTRAL VERMONT PUBLIC SERVICE CORPORATION 
                                (Name of Claimant) 
     
     
                                  s/s James M. Pennington
                      By:  ____________________________________ 
                                       Controller
     
     

     
     Attest: 
     
     
              s/s Carole L. Root
     ____________________________________ 
             Assistant Secretary
     
     







<TABLE>
<CAPTION>
                                       CENTRAL VERMONT PUBLIC SERVICE CORPORATION                             1 of 2
                                                  AND ITS SUBSIDIARIES

                                 Consolidating Statement of Income and Retained Earnings
                                             Year ended December 31, 1993
                                                (Dollars in thousands)

                                                                                                     Consol-
                                                                                                     idating      TOTAL
                                                        CVPS-CONS    VELCO      VETCO        VY      Entries      CONS
                                                        ---------- ---------- ---------- ---------- ---------- -----------
                                                                     56.8%     (Note C)    31.3%
                                                                     Owned                 Owned
<S>                                                      <C>         <C>         <C>      <C>        <C>         <C>
Operating revenues                                       $279,389    $17,891     $6,509   $180,145   ($68,296)   $415,638
                                                         --------    -------     ------   --------   --------   ---------
Operating expenses:
  Operation:
    Purchased power                                       146,583        -          -          -      (54,869)     91,714
    Production and transmission                            21,188      1,629         23     19,526    (13,301)     29,065
    Other operation                                        35,933      3,651        163     74,012       (126)    113,633
  Maintenance                                              11,719      1,898        149     31,406         -       45,172
  Depreciation                                             15,402      3,753      2,542     13,707         -       35,404
  Decommissioning expense                                    -           -          -       11,315         -       11,315
  Other taxes, principally property taxes                  10,022      1,989        519      9,961         -       22,491
  Taxes on income (Note B)                                 12,496        547        534      3,777         -       17,354
                                                         --------    -------     ------   --------   --------   ---------
       Total operating expenses                           253,343     13,467      3,930    163,704    (68,296)    366,148
                                                         --------    -------     ------   --------   --------   ---------
Operating income                                           26,046      4,424      2,579     16,441         -       49,490

Other income and deductions:
  Equity in earnings of companies not
   consolidated                                             3,613        828        -          -       (3,960)        481
  Allowance for equity funds during const.                     35        -          -           92         -          127
  Other income, net                                           966        276         90      1,318         -        2,650
  Other taxes                                                (139)       -          -          -           -         (139)
  Benefit (provision) for income taxes                       (276)       -          -         (623)        -         (899)
                                                         --------    -------     ------   --------   --------   ---------
Total operating and other income                           30,245      5,528      2,669     17,228     (3,960)     51,710
Net interest expense                                        8,953      4,153      1,841      9,434         -       24,381
                                                         --------    -------     ------   --------   --------   ---------
Net income before minority interest                        21,292      1,375        828      7,794     (3,960)     27,329
Minority interest in net income                              -           -          -          -       (6,037)     (6,037)
                                                         --------    -------     ------   --------   --------   ---------
Net income after minority interest                         21,292      1,375        828      7,794     (9,997)     21,292
Retained Earnings, January 1                               55,438        233        107      1,178     (1,518)     55,438
                                                         --------    -------     ------   --------   --------   ---------
                                                           76,730      1,608        935      8,972    (11,515)     76,730
Dividends Declared:                                      --------    -------     ------   --------   --------   ---------
  Preferred stock                                           2,658        875        -          -         (875)      2,658
  Common stock                                             12,193        540        875      7,905     (9,320)     12,193
                                                         --------    -------     ------   --------   --------   ---------
Retained Earnings, December 31                            $61,879       $193        $60     $1,067    ($1,320)    $61,879
                                                         ========    =======     ======   ========   ========   =========
</TABLE>
                             
                             
                             
                             
                             




<TABLE>                             
<CAPTION>
                             CENTRAL VERMONT PUBLIC SERVICE CORPORATION                                                   2 of 2
                                        AND ITS SUBSIDIARIES

                       Consolidating Statement of Income and Retained Earnings
                                     Year ended December 31, 1993
                                        (Dollars in thousands)


                                                                                                                Reclassi-
                                                                                                                 fying &
                                                                      C.V.                                       Consol-
                                                                    Realty,                                      idating
                                                CVPS       CVEC       Inc.       CVER       SES        CEC       Entries   CVPS-CONS
                                             ---------- ---------- ---------- ---------- ---------- ---------- ----------- ---------
                                                         (Note A)   (Note A)   (Note A)   (Note A)   (Note A)
<S>                                           <C>         <C>        <C>        <C>         <C>       <C>        <C>       <C>
Operating revenues                            $271,758    $16,699     $   -      $   -      $1,806        $92    ($10,966) $279,389
                                              --------    -------    -------    -------     ------    -------     -------  --------
Operating expenses:
  Operation:
    Purchased power                            142,630     12,751         -          -          -         -        (8,798)  146,583
    Production and transmission                 21,188      -             -          -          -         -           -      21,188
    Other operation                             33,829      2,274         -          -         874      1,158      (2,202)   35,933
  Maintenance                                   11,347        372         -          -           6         19         (25)   11,719
  Depreciation                                  14,991        411          3         -         353         20        (376)   15,402
  Other taxes, principally property taxes        9,511        511         -          -          55         50        (105)   10,022
  Taxes on income (Note B)                      12,616         44          1         12        210        856      (1,243)   12,496
                                              --------    -------    -------    -------     ------    -------     -------  --------
       Total operating expenses                246,112     16,363          4         12      1,498      2,103     (12,749)  253,343
                                              --------    -------    -------    -------     ------    -------     -------  --------
Operating income (loss)                         25,646        336         (4)       (12)       308     (2,011)      1,783    26,046

Other income and deductions:
  Equity in earnings of companies not
   consolidated                                  5,250      -             -          -          -       3,557      (5,194)    3,613
  Allow. for equity funds during const.             35      -             -          -          -         -        -             35
  Other income (expenses), net                  (1,459)        46         10         -         (22)      (469)      2,860       966
  Other taxes                                      (31)     -             -          -          -          (3)       (105)     (139)
  Benefit (provision) for income taxes             728          1         -          -          15        223      (1,243)     (276)
                                              --------    -------    -------    -------    -------    -------     -------  --------
Total operating and other income (loss)         30,169        383          6        (12)       301      1,297      (1,899)   30,245
Net interest expense                             8,877        281         -          -          12         46        (263)    8,953
                                              --------    -------    -------    -------    -------    -------     -------  --------
Net income (loss)                               21,292        102          6        (12)       289      1,251      (1,636)   21,292
Retained Earnings, January 1                    55,438      2,035        169     (2,226)        -       1,446      (1,424)   55,438
                                              --------    -------    -------    -------    -------    -------     -------  --------
                                                76,730      2,137        175     (2,238)       289      2,697      (3,060)   76,730
Dividends Declared:                           --------    -------    -------    -------    -------    -------     -------  --------
  Preferred stock                                2,658      -             -          -          -         -        -          2,658
  Common stock                                  12,193        305         -          -          -         -          (305)   12,193
                                              --------    -------    -------    -------    -------    -------     -------  --------
       Total dividends                          14,851        305         -          -          -         -          (305)   14,851
                                              --------    -------    -------    -------    -------    -------     -------  --------
Retained Earnings, December 31                 $61,879     $1,832       $175    ($2,238)      $289     $2,697     ($2,755)  $61,879
                                              ========    =======    =======    =======    =======    =======     =======  ========
</TABLE>





<TABLE>
<CAPTION>
                                                        CENTRAL VERMONT PUBLIC SERVICE CORPORATION            1 of 4
                                                                   AND ITS SUBSIDIARIES

                                                               Consolidating Balance Sheet
                                                               Year ended December 31, 1993
                                                                  (Dollars in thousands)
                                                                                                     Consol-
                                                                                                     idating      TOTAL
                                                        CVPS-Cons    VELCO      VETCO        VY      Entries      CONS
                                                        ---------- ---------- ---------- ---------- ---------- -----------
                                                                     56.8%     (Note C)    31.3%
                                                                     Owned                 Owned
                 Assets
<S>              ------                                  <C>         <C>        <C>       <C>        <C>         <C>
Utility plant, at original cost                          $421,929    $90,407    $47,763   $374,736   $   -       $934,835
  Less accumulated depreciation                           112,299     42,523     17,792    198,389       -        371,003
                                                         --------    -------    -------   --------   --------  ----------
                                                          309,630     47,884     29,971    176,347       -        563,832
  Construction work in progress                             8,388        -          -          597       -          8,985
                                                         --------    -------    -------   --------   --------  ----------
                                                          318,018     47,884     29,971    176,944       -        572,817
Nuclear fuel                                                6,289        -          -      356,762       -        363,051
  Less accumulated amortization                             4,899        -          -      324,258       -        329,157
                                                         --------    -------    -------   --------   --------  ----------
     Net utility plant                                    319,408     47,884     29,971    209,448       -        606,711
                                                         --------    -------    -------   --------   --------  ----------
Investments in affiliates, at equity (Note D)
  Nuclear generating companies                             21,012        -          -          -      (16,811)      4,201
  Other affiliated companies                                5,951      5,260        -          -      (11,211)          0
                                                         --------    -------    -------   --------   --------  ----------
     Total                                                 26,963      5,260        -          -      (28,022)      4,201
                                                         --------    -------    -------   --------   --------  ----------
Nonutility property, less accumulated 
  depreciation of $16 parent company 
  and $3,497 consolidated                                   3,203        -          -          -         -          3,203
                                                         --------    -------    -------   --------   --------  ----------
Nonutility Investments                                     30,123        -          -          -         -         30,123
                                                         --------    -------    -------   --------   --------  ----------
Current assets:
  Cash                                                        823        246         62        172       -          1,303
  Temporary cash investments                                1,162        -          -        2,177       -          3,339
  Accounts receivable, less allowance for                
    uncollectible accounts $896 parent                   
    company and $936 consolidated                          17,763      8,267        -       12,151       -         38,181
  Accounts receivable - affiliates                            864      2,380          7      4,282     (7,533)          0
  Notes receivable - affiliates                               -          700        -          -         (700)          0
  Unbilled revenue                                         10,959        150        -          -         -         11,109
  Interest receivable                                         (13)        83        -          -         -             70
  Materials and supplies, at average cost                   4,641      1,328        124     17,082       -         23,175
  Prepayments                                               3,098        443        483      3,949       -          7,973
  Other current assets                                      4,821      1,584        -          323       -          6,728
                                                         --------    -------    -------   --------   --------  ----------
     Total current assets                                  44,118     15,181        676     40,136     (8,233)     91,878
                                                         --------    -------    -------   --------   --------  ----------
Regulatory assets and other deferred charges               56,335      1,874        216    201,955       -        260,380
                                                         --------    -------    -------   --------   --------  ----------
     Total assets                                        $480,150    $70,199    $30,863   $451,539   ($36,255)   $996,496
                                                         ========    =======    =======   ========   ========  ==========
</TABLE>
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
                                             
<TABLE>                                             
<CAPTION>
                                             
                                             CENTRAL VERMONT PUBLIC SERVICE CORPORATION                            2 of 4
                                                        AND ITS SUBSIDIARIES

                                                     Consolidating Balance Sheet
                                                     Year ended December 31, 1993
                                                        (Dollars in thousands)



                                                                                                     Consol-
                                                                                                     idating      TOTAL
                                                        CVPS-CONS    VELCO      VETCO        VY      Entries      CONS
                                                        ---------- ---------- ---------- ---------- ---------- -----------
                                                                     56.8%     (Note C)    31.3%
     Capitalization and Liabilities                                  Owned                 Owned
     ------------------------------
<S>
Capitalization:                                           <C>         <C>         <C>      <C>       <C>          <C>
 Common stock (Note E)                                    $69,373     $6,000         $1    $40,001   ($46,002)    $69,373
 Other paid-in capital                                     44,543        -        5,199     14,227     (9,304)     54,665
 Capital stock expense                                     (1,959)       -          -          -           -       (1,959)
 Retained earnings                                         61,879        193         60      1,067     (1,320)     61,879
 Treasury stock, at cost  
  (7,533 common shares) (Note E)                              -          -          -       (1,131)        -       (1,131)
                                                         --------    -------    -------   --------   --------  ----------
     Total common stock equity                            173,836      6,193      5,260     54,164    (56,626)    182,827
                                                         --------    -------    -------   --------   --------  ----------
Cumulative preferred and preference                                                                  
  stock (Note F)                                           35,054     10,000        -          -      (10,000)     35,054
Return of capital                                             -       (4,800)       -          -        4,800           0
First mortgage bonds                                      105,730     37,679        -       75,845         -      219,254
Notes payable                                              16,689                16,880        -           -       33,569
Other long-term debt                                          -          264        -        3,791         -        4,055
                                                         --------    -------    -------   --------   --------  ----------
                                                          157,473     43,143     16,880     79,636     (5,200)    291,932
                                                         --------    -------    -------   --------   --------  ----------
Minority interest                                             -          -          -          -       33,804      33,804
                                                         --------    -------    -------   --------   --------  ----------

     Total Capitalization                                 331,309     49,336     22,140    133,800    (28,022)    508,563
                                                         --------    -------    -------   --------   --------  ----------

Long-term lease arrangements                               21,553         22        -          -           -       21,575

Current liabilities:
  Notes payable - banks                                     1,356        -        1,550        -           -        2,906
  Notes payable - affiliates                                  -          -          700        -         (700)          0
  Long-term debt - current portion                          4,850      3,918      2,240        -           -       11,008
  Accounts payable                                          7,859      8,223         26     19,105         -       35,213
  Accounts payable - affiliates                             6,631        671         31        200     (7,533)          0
  Accrued interest                                            564        284         64        635         -        1,547
  Accrued income taxes                                        788         55         26      1,206         -        2,075
  Other current liabilities                                24,577         29        -       10,875         -       35,481
                                                         --------    -------    -------   --------   --------  ----------
     Total current liabilities                             46,625     13,180      4,637     32,021     (8,233)     88,230
                                                         --------    -------    -------   --------   --------  ----------









Accumulated deferred income taxes                          52,028      1,511      2,669     38,247         -       94,455
Deferred investment tax credits                             8,785        931      1,108      7,013         -       17,837
Accrued decommissioning costs                                 -          -          -      134,614         -      134,614
Deferred credits and misc. reserves                        19,850      5,219        309    105,844         -      131,222
                                                         --------    -------    -------   --------   --------  ----------
                                                           80,663      7,661      4,086    285,718         -      378,128
                                                         --------    -------    -------   --------   --------  ----------
     Total capitalization and liabilities                $480,150    $70,199    $30,863   $451,539   ($36,255)   $996,496
                                                         ========    =======    =======   ========   ========  ==========
</TABLE>

                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
<TABLE>                                                        
<CAPTION>
                                                        CENTRAL VERMONT PUBLIC SERVICE CORPORATION                        3 of 4
                                                                   AND ITS SUBSIDIARIES

                                                               Consolidating Balance Sheet
                                                               Year ended December 31, 1993
                                                                  (Dollars in thousands)

                                                                      C.V.                                       Consol-            
                                                                    Realty,                                      idating
                                                CVPS       CVEC       Inc.       CVER       SES        CEC       Entries   CVPS-Cons
                                             ---------- ---------- ---------- ---------- ---------- ---------- ----------- ---------
                                                         (Note A)   (Note A)   (Note A)   (Note A)   (Note A)
                 Assets
<S>              ------                       <C>         <C>         <C>        <C>        <C>       <C>        <C>       <C>
Utility plant, at original cost               $411,357    $10,572      $ -        $ -        $ -      $  -       $    -    $421,929
  Less accumulated depreciation                108,652      3,647        -          -          -         -            -     112,299
                                              --------     ------     ------     ------     ------    -------    --------  --------
                                               302,705      6,925        -          -          -         -            -     309,630
  Construction work in progress                  8,266        122        -          -          -         -            -       8,388
                                              --------     ------     ------     ------     ------    -------    --------  --------
                                               310,971      7,047        -          -          -         -            -     318,018
Nuclear fuel                                     6,289       -           -          -          -         -            -       6,289
  Less accumulated amortization                  4,899       -           -          -          -         -            -       4,899
                                              --------     ------     ------     ------     ------    -------    --------  --------
     Net utility plant                         312,361      7,047        -          -          -         -            -     319,408
                                              --------     ------     ------     ------     ------    -------    --------  --------
Investments in affiliates, 
  at equity (Note D)
  Nuclear generating companies                  21,012       -           -          -          -         -            -      21,012
  Other affiliated companies                    37,308       -           -          -          -         -        (31,357)    5,951
                                              --------     ------     ------     ------     ------    -------    --------  --------
     Total                                      58,320       -           -          -          -         -        (31,357)   26,963
                                              --------     ------     ------     ------     ------    -------    --------  --------
Nonutility property, less accumulated 
  depreciation of $16 parent company 
  and $3,497 consolidated                          397       -            56        -        2,201        549         -       3,203
                                              --------     ------     ------     ------     ------    -------    --------  --------
Nonutility Investments                             -         -           -          -        1,216     25,957       2,950    30,123
                                              --------     ------     ------     ------     ------    -------    --------  --------
Current assets:
  Cash                                             639         73         14          1          2         94         -         823
  Temporary cash investments                       257          6        186        -          -          713         -       1,162
  Accounts receivable, less allowance for                                                                                   
    uncollectible accounts $896 parent                                                                                      
    company and $936 consolidated               16,129      1,618        -          -            3         13         -      17,763
  Accounts receivable - affiliates               3,567         14         56        -          158        483      (3,414)      864
  Accrued utility revenue                       10,708        251        -          -          -         -            -      10,959
  Interest receivable                               25       -           -          -          -            2         (40)      (13)
  Materials and supplies, at average cost        4,623       -           -          -           18       -            -       4,641
  Prepayments                                    2,923        116        -          -          -           59         -       3,098
  Other current assets                           4,800         18        -          -          -        2,953      (2,950)    4,821
                                              --------     ------       ----       ----     ------    -------    --------  --------
     Total current assets                       43,671      2,096        256          1        181      4,317      (6,404)   44,118
                                              --------     ------       ----       ----     ------    -------    --------  --------
Regulatory assets and other deferred charges    56,280         57        -          -          -           (2)        -      56,335
                                              --------     ------       ----       ----     ------    -------    --------  --------
     Total Assets                             $471,029     $9,200       $312         $1     $3,598    $30,821    ($34,811) $480,150
                                              ========     ======       ====       ====     ======    =======    ========  ========
</TABLE>







<TABLE>
<CAPTION>

                                                        CENTRAL VERMONT PUBLIC SERVICE CORPORATION                        4 of 4
                                                                   AND ITS SUBSIDIARIES

                                                                Consolidating Balance Sheet
                                                                Year ended December 31, 1993
                                                                   (Dollars in thousands)



                                                                      C.V.                                       Consol-
                                                                    Realty,                                      idating
                                                CVPS       CVEC       Inc.       CVER       SES        CEC       Entries   CVPS-CONS
                                             ---------- ---------- ---------- ---------- ---------- ---------- ----------- ---------
                                                         (Note A)   (Note A)   (Note A)   (Note A)   (Note A)
     Capitalization and Liabilities
     ------------------------------
<S>                                            <C>           <C>         <C>    <C>        <C>         <C>        <C>       <C>
Capitalization:
 Common stock (Note E)                         $69,373       $700        $30    $    -     $   -       $  -         ($730)  $69,373
 Other paid-in capital                          44,543         -          -       2,183      2,173     21,016     (25,372)   44,543
 Capital stock expense                          (1,959)        -          -          -         -          -           -      (1,959)
 Retained earnings                              61,879      1,832        175     (2,238)       289      2,697      (2,755)   61,879
                                              --------     ------     ------     ------    -------    -------    --------  --------
     Total common stock equity                 173,836      2,532        205        (55)     2,462     23,713     (28,857)  173,836
                                              --------     ------     ------     ------    -------    -------    --------  --------
Cumulative preferred and preference 
  stock (Note F)                                35,054         -          -          -         -          -           -      35,054
First mortgage bonds                           105,730         -          -          -         -          -           -     105,730
Notes payable                                   16,300      2,500         -          -         -          389      (2,500)   16,689
                                              --------     ------     ------     ------    -------    -------    --------  --------
                                               157,084      2,500         -          -         -          389      (2,500)  157,473
                                              --------   --------   --------   --------    -------    -------    --------  --------
     Total Capitalization                      330,920      5,032        205        (55)     2,462     24,102     (31,357)  331,309
                                              --------   --------   --------   --------    -------    -------    --------  --------

Long-term lease arrangements                    21,553         -          -          -         -          -           -      21,553

Current liabilities:
  Notes Payable - banks                            500        160         -          -         696        -                   1,356
  Long-term debt - current portion               4,850         -          -          -         -          -           -       4,850
  Accounts payable                               7,145        676         -          -          16         22         -       7,859
  Accounts payable - affiliates                  7,336      1,999        106         74        130        400      (3,414)    6,631
  Accrued interest                                 545         40         -          -           4         15         (40)      564
  Accrued income taxes                             735         -          -          12        -           41         -         788
  Other current liabilities                     24,083        443         -          -           1         50         -      24,577
                                              --------     ------     ------     ------    -------    -------    --------  --------
     Total current liabilities                  45,194      3,318        106         86        847        528      (3,454)   46,625
                                              --------     ------     ------     ------    -------    -------    --------  --------
Accumulated deferred income taxes               45,017        560          1        (30)       289      6,191         -      52,028
Deferred investment tax credits                  8,648        137         -          -         -          -           -       8,785
Deferred credits                                19,697        153         -          -         -          -           -      19,850
                                              --------     ------     ------     ------    -------    -------    --------  --------
                                                73,362        850          1        (30)       289      6,191         -      80,663
                                              --------     ------     ------     ------    -------    -------    --------  --------
     Total capitalization & liabilities       $471,029     $9,200       $312         $1     $3,598    $30,821    ($34,811) $480,150
                                              ========     ======     ======     ======    =======    =======    ========  ========
</TABLE>






                 CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                             AND ITS SUBSIDIARIES

                  Notes to Consolidating Financial Statements
                     For the Year Ended December 31, 1993


Note A-Consolidation:
          The consolidating financial statements include the accounts of 
     Central Vermont Public Service Corporation (CVPS), its wholly owned 
     subsidiaries, Connecticut Valley Electric Company Inc. (CVEC),  
     C.V. Realty, Inc., CV Energy Resources, Inc. (CVER), SmartEnergy 
     Services, Inc. (SES) and Catamount Energy Corporation, Inc. (CEC), 
     which compose CVPS Consolidated.  In addition, for purposes of this 
     SEC Form U-3A-2, the consolidating financial statements include the 
     accounts of CVPS's affiliates, Vermont Electric Power Company, Inc. 
     (VELCO) 56.8% owned, Vermont Electric Transmission Company, Inc. 
     (VETCO), a wholly owned subsidiary of VELCO and Vermont Yankee Nuclear 
     Power Corporation (VY) 31.3% owned, which constitutes all affiliates 
     consolidated.

          CVPS follows the equity method of accounting for its 
     investments in affiliates.  See Note D.

Note B-Income taxes:
     CVPS and its wholly owned subsidiaries
          As of January 1, 1993, the Company adopted Statement of Financial 
     Accounting Standards (SFAS) No. 109,  which requires an asset and 
     liability approach to determine income tax liabilities.  The 
     pronouncement recognizes tax assets and liabilities for the cumulative 
     effect of all temporary differences between financial statement carrying 
     amounts and the tax bases of assets and liabilities including the impact 
     of (1) income tax benefits associated with temporary differences 
     previously passed on to the Company's customers (flow-through), (2) the 
     equity component of allowance for funds used during construction and 
     (3) deferred investment tax credits.  The new standard also requires the 
     adjustment of deferred tax liabilities or assets for an enacted change 
     in tax laws or rates, among other things.  Prior year financial state-
     ments have not been restated to apply the provisions of SFAS No. 109.  
     The income statement impact of adopting SFAS No. 109 was not material 
     and therefore no cumulative effect of a change in accounting method is 
     separately reflected in the accompanying financial statements.  See 
     Note 10.  The deferred method under APB 11, was applied in 1992 and 
     prior years.  Deferred income taxes were provided to recognize the 
     income tax effect of reporting certain transactions in different years 
     for income tax and financial reporting purposes.  Investment tax cre-
     dits associated with utility plant are deferred and amortized ratably 
     to income over the lives of the related properties.  Investment tax 
     credits associated with non-utility plant are recognized as income in 
     the year realized.
     

     VELCO
          VELCO has consistently followed the practice of billing and 
     reporting as income tax expense only income taxes currently payable, 
     including billing and reporting to the Public Service Board (the util-
     ity rate-setting body for the state of Vermont).  VELCO is now re-
     quired by Federal tax law to use the normalization method for account-
     ing and billing in order to use accelerated depreciation and to obtain 
    








<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                             AND ITS SUBSIDIARIES

                  Notes to Consolidating Financial Statements
                                  (continued)


     investments tax credits for property placed in service after 
     December 31, 1980.  Therefore, beginning in 1981, deferred taxes have 
     been provided for the effects of timing differences related to depre-
     ciation.  The tax effects of all other timing differences are flowed-
     through for both accounting and billing purposes.  Management believes 
     that the unrecorded deferred tax costs are recoverable under the terms 
     of its transmission service contracts.

          Beginning in 1981, investment tax credits are available to VELCO 
     only if they are deferred and amortized to income over the life of the 
     related property for both billing and financial reporting purposes.  
     Prior to 1981, VELCO recorded investment tax credits as reductions of 
     Federal income tax expense in the year that such credits were utilized 
     in its Federal income tax return.

     VY
          In February 1992, the Financial Accounting Standards Board issued 
     SFAS No. 109, "Accounting for Income Taxes" which required VY to change 
     from the deferred method to the liability method of accounting for 
     income taxes on January 1, 1993.  The liability method accounts for 
     deferred income taxes by applying enacted statutory rates in effect at 
     the balance sheet date to differences between the book basis and the tax 
     basis of assets and liabilities ("temporary differences").

          This new statement requires recognition of deferred tax liabili-
     ties for (a) income tax benefits associated with timing differences 
     previously passed on to customers and (b) the equity component of allow-
     ance for funds used during construction, and of a deferred tax asset for 
     the tax effect of the accumulated deferred investment tax credits.  It 
     also requires the adjustment of deferred tax liabilities or assets for 
     an enacted change in tax laws or rates, among other things.

          Although adoption of this new statement has not and is not expected 
     to have a material impact on VY's cash flow, results of operations or 
     financial position because of the effect of rate regulation, VY was 
     required to recognize an adjustment to accumulated deferred income taxes 
     and a corresponding regulatory asset or liability to customers (in 
     amounts equal to the required deferred income tax adjustment) to reflect 
     the future revenues or reduction in revenues that will be required when 
     the temporary differences turn around and are recovered or settled in 
     rates.  In addition, this new statement required a reclassification of 
     certain deferred income tax liabilities to liabilities to customers in 
     order to reflect VY's obligation to flow back deferred income taxes 
     provided at rates higher than the current 35% federal tax rate.  VY has 
     applied the provisions of this new statement without restating prior 
     year's financial statements.







<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                             AND ITS SUBSIDIARIES

                  Notes to Consolidating Financial Statements
                                  (continued)


Note C-VETCO:
          Vermont Electric Transmission Company, Inc. (VETCO), which was 
     incorporated in 1982, is a wholly owned subsidiary of Vermont Electric 
     Power Company, Inc.  VETCO was formed to construct, own and operate 
     the Vermont portion of a high voltage transmission line connecting the 
     electric system of New England with that of Hydro-Quebec, a Canadian 
     utility.

          VETCO has entered into support agreements in connection with 
     construction of the transmission line with substantially all of the 
     New England electric utilities.  The support agreements require the 
     utilities to reimburse VETCO for all operating and capital costs of the 
     transmission line on an unconditional and absolute basis.  In return, 
     VETCO has agreed to build, own, operate and maintain the line and to 
     involve itself in no other activities during the term of the agreement, 
     which extends for 30 years from the date of commercial operation of the 
     line.  These support agreements also provide for an advisory committee 
     made up of participants to review the operations of VETCO and to make 
     recommendations on major decisions.  VETCO is obligated to follow 
     these recommendations to the extent reasonably practical.

          Because these provisions of the support agreements effectively 
     restrict VELCO's control, VELCO has not consolidated its financial 
     information with that of VETCO and instead is accounting for its 
     investment using the equity method.








<TABLE>
<CAPTION>

<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                             AND ITS SUBSIDIARIES

                  Notes to Consolidating Financial Statements



Note D-Investments in affiliates:
          CVPS accounts for investments in its affiliates by the 
     equity method (dollars in thousands):
                                                           December 31
                                                               1993    

Nuclear generating companies:                                 
  <S>                                                       <C>
  VY                                                        $ 16,811 
  Maine Yankee Atomic Power Company                            1,349 
  Connecticut Yankee Atomic Power Company                      2,016 
  Yankee Atomic Electric Company                                 836 

Other affiliated companies:
  CVEC                                                         5,032 
  C. V. Realty, Inc.                                             205 
  CVER                                                           (55)
  SES                                                          2,462 
  CEC                                                         23,713 
  VELCO:
    Common stock                                               3,498 
    Preferred stock                                            2,453 

     Total investments - CVPS                                 58,320 

  VELCO investment in VETCO                                    5,260 

     Total investments                                        63,580 

Consolidating eliminations                                    59,379 

     All affiliates consolidated                            $  4,201 
                                                            ________ 

</TABLE>






<TABLE>
<CAPTION>

<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                             AND ITS SUBSIDIARIES

                  Notes to Consolidating Financial Statements


Note E-Common stock:
          The authorized and outstanding common stock for each of the 
     companies was as follows (dollars in thousands):
                                                     December 31
                                                        1993    
<S>                                                    <C>
CVPS:
  Common stock, $6 par value, authorized
   19,000,000 shares; outstanding                      
   11,562,219 shares                                   $69,373 
CVEC:
  Common stock, $50 par value, authorized
   20,000 shares; outstanding 14,000 shares                700 
C. V. Realty, Inc.:
  Common stock, $100 par value, authorized
   500 shares; outstanding 300 shares                       30 
CVER:
  Common stock, $1 par value, authorized
   5,000 shares; outstanding 101 shares                     -  
SES:
  Common stock, $1 par value, authorized
   10,000 shares; outstanding 1 share                       -  
CEC:
  Common stock, $1 par value, authorized
   10,000 shares; outstanding 1 share                       -  
VELCO:
  Common stock, $100 par value, Class B-authorized 
   92,000 shares; outstanding 60,000 shares              6,000 
VETCO:
  Common stock, $100 par value, authorized
   and outstanding 10 shares                                 1 
VY:
  Common stock, $100 par value, authorized
   400,100 shares; outstanding 400,014 shares           40,001 
   Treasury stock, at cost 7,533 shares                 (1,131)

     Total common stock equity                         114,974 

Consolidating eliminations                              46,732 

     All affiliates consolidated                       $68,242 
                                                       _______ 

</TABLE>







<TABLE>
<CAPTION>

<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                             AND ITS SUBSIDIARIES

                  Notes to Consolidating Financial Statements


Note F-Preferred stock:
           Cumulative preferred and preference stock outstanding were as 
     follows (dollars in thousands):
                                                        December 31
                                                           1993    

<S>                                                       <C>
CVPS:                                                     
  Preferred stock, $100 par value, authorized
    500,000 shares
     Outstanding:                                         
       4.15% series, 37,856 shares                        $ 3,786 
       4.65% series, 10,000 shares                          1,000 
       4.75% series, 17,682 shares                          1,768 
       5.375% series, 15,000 shares                         1,500 
       8.30% series, 200,000 shares                        20,000 
  Preferred stock, $25 par value, authorized
    1,000,000 shares
     Outstanding:
       9.00% series, 280,000 shares                         7,000 
  Preference stock, $1 par value, authorized
    1,000,000 shares; outstanding - none                       -  
VELCO:
  Preferred stock, $100 par value, authorized
   125,000 shares; outstanding 100,000 shares              10,000 
  Return of capital                                        (4,800)
VY:
  Preferred stock, $100 par value, authorized
   300,000 shares; outstanding - none                          -  

     Total cumulative preferred and 
      preference stock                                     40,254 

Consolidating eliminations                                  5,200 

     All affiliates consolidated                          $35,054 
                                                          _______ 


/TABLE
<PAGE>



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