CENTRAL VERMONT PUBLIC SERVICE CORP
U-3A-2, 1995-02-24
ELECTRIC SERVICES
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     Adopted November 9, 1939                                 File No. 69-65
     
     
                              UNITED STATES
                                           SECURITIES AND EXCHANGE COMMISSION 
     
                                           Washington, D.C.  20549 
     
     
                                           FORM U-3A-2 
     
                                           For the Year Ended December 31, 1994
     
  STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-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
     2, its statement claiming exemption as a holding company from the
     provisions of the Public Utility Holding Company Act of 1935, and submits
     the following information:
     
          l.  Name, State of organization, location and nature of business of
     claimant and every subsidiary thereof, other than any exempt wholesale
     generator (EWG) or foreign utility company in which claimant directly or
     indirectly holds an interest. 
     
                           CENTRAL VERMONT PUBLIC SERVICE CORPORATION
     
          Central Vermont Public Service Corporation ("CVPS") was incorporated
          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 136,000 customers in 
     Middlebury, Randolph, Rutland, Springfield, Windsor, Bradford,         
     Bennington, Brattleboro, St. Johnsbury, St. Albans, Woodstock,         
     Poultney, Manchester and 163 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 Hampshire 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 energy 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, $100 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 anniversary 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    
     CVPS, 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 transmission 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 facilities 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 Hydroelectric,   
     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 constructing 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.
    
                             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 and was formed for the        
     purpose 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 primarily for 
     the purpose of investing in energy related projects.  
     
                             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 primarily for  
     the purpose of investing in energy supply projects.  CEC has seven     
     wholly owned subsidiaries:  Catamount Rumford Corporation, Equinox     
     Vermont Corporation, Appomattox Vermont Corporation, Catamount         
     Williams Lake, Ltd., Catamount Tehachapi Corporation, Catamount Rupert 
     Corporation, and Catamount Glenns Ferry Corporation.
    
                            CATAMOUNT RUMFORD CORPORATION
     
     Catamount Rumford Corporation, formerly CV Rumford, Inc., was          
     incorporated in Vermont on April 11, 1989 and has its principal office 
     at 71 Allen Street, Rutland, Vermont.  
     
     Catamount Rumford Corporation is a wholly owned subsidiary of CEC and  
     is a limited partner in the Rumford Cogeneration Company, a limited    
     partnership that owns an 85MW cogeneration facility located in         
     Rumford, Maine.
     
     For financial reporting purposes, Catamount Rumford Corporation's      
     financial data is included with CEC on the Consolidating Financial     
     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 is 
     a general partner in Ryegate Associates, a  general partnership that   
     owns a 20 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 Financial     
     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 
     is a limited partner in Appomattox Cogeneration Limited Partnership, a 
     limited partnership that owns a leasehold interest in a coal and wood- 
     fired cogeneration facility located in Hopewell, Virginia.
     
     For financial reporting purposes, Appomattox Vermont Corporation's     
     financial data is included with CEC on the Consolidating Financial     
     Statements.
     
                         CATAMOUNT WILLIAMS LAKE, LTD.
     
     Catamount Williams Lake, Ltd. 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  
     is a limited partner in T.E.S. Williams Lake Limited Partnership,      
     which is a limited partner in NW Energy (Williams Lake) Limited        
     Partnership, which owns 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.
     
                     CATAMOUNT TEHACHAPI CORPORATION
     
     Catamount Tehachapi Corporation was incorporated in Vermont on         
     December 19, 1994 and has its principal office at 71 Allen Street,     
     Rutland, Vermont.
     
     Catamount Tehachapi Corporation is a wholly owned subsidiary of CEC    
     and was formed for the purpose of owning a general partnership         
     interest in Tehachapi Power Partners, a general partnership to be      
     formed for the purpose of acquiring and repowering certain existing    
     wind powered generating facilities in California.
     
                      CATAMOUNT RUPERT CORPORATION
     
     Catamount Rupert Corporation was incorporated in Vermont on January    
     13, 1995 and has its principal office at 71 Allen Street, Rutland,     
     Vermont.
     
     Catamount Rupert Corporation is a wholly owned subsidiary of CEC and   
     was formed for the purpose of owning a limited partnership interest in 
     Rupert Cogeneration Partners, Ltd., a limited partnership that intends 
     to develop a 10 MW cogeneration facility in Rupert, Idaho.
    
                   CATAMOUNT GLENNS FERRY CORPORATION
     
     Catamount Glenns Ferry Corporation was incorporated in Vermont on      
     January 16, 1995 and has its principal office at 71 Allen Street,      
     Rutland, Vermont.
     
     Catamount Glenns Ferry Corporation is a wholly owned subsidiary of CEC 
     and was formed for the purpose of owning a limited partnership         
     interest in Glenns Ferry Cogeneration Partners, Ltd., a limited        
     partnership that intends to develop a 10 MW cogeneration facility in   
     Glenns Ferry, Idaho.
     
     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, transmission 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 distribution      
     systems, namely, the so-called Central, Bennington, St. Albans, St.    
     Johnsbury and Brattleboro systems.  All, except the Brattleboro        
     system, are connected with the transmission facilities 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 electric generating plants of the Company     
     consist of 18 hydroelectric generating stations, two gas turbine       
     generating stations, and one diesel-electric generating station, of    
     which one hydroelectric generating station is located in New York and  
     the remainder in Vermont. 
    
     The electric systems of CVPS include about 614 miles of transmission   
     lines, about 7,199 miles of overhead distribution lines and about 213  
     miles of underground distribution lines, which are located in Vermont  
     except for about 23 miles of transmission lines which are located in   
     New Hampshire and about two miles which are located in New York. 
   
     CVPS is a stockholder, together with other New England utilities, 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 (30.486% -    
     156.7 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 ownership 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 locations, 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 Generating 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 transmission line   
     in Highgate, Vermont.  The station and the associated 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 transmission   
     lines, about 427 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 substations 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 transmission 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 England 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 hydroelectric     
     generating station and associated facilities at Bradford, 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 hydroelectric  
     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 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 natural or manufactured gas        
             distributed at retail.
     
                                           1994
     
          VY*                        CVPS**                  CVEC
     
          Electric:
          4,315,550,000 KWH     3,675,362,375 KWH      165,855,544 KWH 
     
          Gas:
          None                  None                   None
     
         *The sales of electric energy shown herein of VY include sales to     
          VELCO. 
     
        **The sales of electric energy shown herein of CVPS include sales to    
          CVEC and VELCO.
     
     
                                      1994
                                      VELCO
     
     
         Electric                  909,095,910 KWH  
     
         Gas                           None 
     
     
          (b)     Number of KWH of electric energy and Mcf. of natural or   
                  manufactured gas distributed at retail outside the State  
                  in which each company is organized. 
     
     
                                           1994
     
     
         VY                           CVPS                  CVEC
      
         Electric: 
         None                       30,517 KWH              None 
     
         Gas: 
         None                         None                  None 
          
                                      1994
     
                                      VELCO
     
         Electric                                           None 
     
         Gas                                                None 
     
          (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.
     
                                           1994
     
     
          VY                           CVPS*                CVEC
     
          Electric**: 
          None                     167,022,890 KWH          None 
     
          Gas: 
          None                     None                     None 
     
         *The sales of electric energy shown herein of CVPS include sales to    
          CVEC.
     
        **Deliveries made at the step-up substation at the site.
     
     
     
     
     
                                           1994
     
                                      VELCO
     
          Electric                                            None
     
           Gas                                                None 
     
     
          (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.
     
                                        1994
     
          VY                            CVPS                   CVEC 
     
          Electric:
          None                     685,893,208 KWH       132,348,200 KWH
     
          Gas: 
          None                        None                     None 
     
                                           1994
                                           VELCO
     
          Electric                 596,227,510 KWH
     
          Gas                         None 
     
                     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.
     
     
     
     4.     The following information for the reporting period with respect
     to claimant and each interest it holds directly or indirectly in an exempt
     wholesale generator (EWG) or foreign utility company, stating monetary
     amounts in United States dollars:
     
     (a)   Name, location, business address and description of the        
           facilities used by the EWG or foreign utility company for the      
           generation, transmission and distribution of electric energy for 
           sale or for the distribution at retail of natural or manufactured
           gas.
     
           NW Energy (Williams Lake) Limited Partnership, located in         
           Williams Lake, British Columbia, Canada; its business address is  
           at 1710-1066 West Hastings Street Vancouver, British Columbia,    
           Canada.  The facility is a wood waste fired electric generating   
           facility with 60MW (net output).
     
     (b)     Name of each system company that holds an interest in such EWG 
             or foreign utility company; and description of the interest held.
     
             Central Vermont Public Service Corporation ("Company") is the     
             holding company system; CV Energy Resources, Inc. ("CVER") is a   
             wholly owned subsidiary of the Company; Catamount Energy          
             Corporation ("CEC") is a wholly owned subsidiary of ("CVER");     
             Catamount Williams Lake, Ltd. ("Wms Lake") is a wholly owned      
             subsidiary of CEC.  Wms Lake is a Limited Partner in T.E.S.       
             Williams Lake Limited Partnership ("T.E.S. LP").  Wms Lake        
             acquired 24.5% of a limited partnership interest in T.E.S. LP,    
             whose sole business is owning a limited partnership interest in   
             NE Energy Williams Lake Limited Partnership ("NW Energy").  NW    
             Energy is a limited partnership formed under and in accordance    
             with the laws of the Province of British Columbia, Canada.  The   
             facility will be used for the generation of electric energy       
             exclusively for sale at wholesale.
     
     (c)   Type and amount of capital invested, directly or indirectly,   
           by the holding company claiming exemption; any direct or indirect
           guarantee of the security of the EWG or foreign utility company 
           by the holding company claiming exemption; and any debt or other 
           financial obligation for which there is recourse, directly or 
           indirectly, to the holding company claiming exemption or another 
           system company, other than the EWG or foreign utility company.
     
                                 Guarantee of             Debt or
          Capital Invested         Security          Financial Obligation
     
          $1,549,998.                None                   None
     
     
          (d)     Capitalization and earnings of the EWG or foreign utility     
          company during the reporting period.
     
                   Capitalization                Earnings
     
                   $99,185,704.                  $2,110,575.
     
          (e)     Identify any service, sales or construction contract(s)      
          between the EWG or foreign utility company and a system company, 
          and describe the services to be rendered or goods sold and fees 
          or revenues under such agreement(s).
     
                  None
          <PAGE>
     
                                      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 1994.
     
          The above-named claimant has caused this statement to be duly executed
     on its behalf by its authorized officer on this       day of February 1995.
     
     
     
                     CENTRAL VERMONT PUBLIC SERVICE CORPORATION 
                                (Name of Claimant) 
     
     
     
                     By:          /s/  James M. Pennington     
                            James M. Pennington, Controller
     
     
                                                   
     
     Attest: 
     
     
     
       /s/   Carole L. Root      
          Assistant Secretary 
     
     
     
     
     
     Name, title, and address of officer to whom notices and correspondence
     concerning this statement should be addressed:
     
     
     Carole L. Root                        Assistant Secretary              
          (Name)                                  (Title)
     
                    Central Vermont Public Service Corporation              
     
                       77 Grove Street, Rutland, VT   05701                 
                                   (Address)
          <PAGE>
                                EXHIBIT B
     
     
                              Financial Data Schedule<PAGE>
         

                                           EXHIBIT C
     
     
          Organizational chart showing the relationship of each EWG to associate
     companies in the holding-company system.
     
               CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                        (Name of Holding Company)
     
     
     
                                  100%
                        CV ENERGY RESOURCES, INC.
     
     
                                  100%
                      CATAMOUNT ENERGY CORPORATION
     
     
                                  100%
                      CATAMOUNT WILLIAMS LAKE LTD.
     
     
                                  24.5%
                        T.E.S. WILLIAMS LAKE L.P.
     
     
                                   33%
                       NW ENERGY WILLIAMS LAKE L.P
          <PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                                     CENTRAL VERMONT PUBLIC SERVICE CORPORATION    1 of 2
                                                                     AND ITS SUBSIDIARIES

                                                          Consolidating Statement of Income and Retained Earnings
                                                                  Year ended December 31, 1994
                                                                     (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                              $277,158  $16,761 $6,829   $162,757 ($62,301)   $401,204
                                              ----------- ------- ------- ---------- -------- -----------
Operating expenses:
  Operation:
    Purchased power                              143,162      -                  -   (49,568)     93,594
    Production and transmission                   21,122   1,481      26     22,520  (12,579)     32,570
    Other operation                               40,691   3,872     169     68,591     (154)    113,169
  Maintenance                                     12,245   2,050     367     18,194         -     32,856
  Depreciation                                    16,478   3,714   2,439     14,404         -     37,035
  Decommissioning expense                             -       -       -      11,860         -     11,860
  Other taxes, principally property taxes         10,423   2,043     476     10,004         -     22,946
  Taxes on income (Note B)                        11,934     251   1,019      2,830         -     16,034
                                              ----------- ------- ------- ---------- -------- -----------
       Total operating expenses                  256,055  13,411   4,496    148,403  (62,301)    360,064
                                              ----------- ------- ------- ---------- -------- -----------
Operating income                                  21,103   3,350   2,333     14,354         -     41,140

Other income and deductions:
  Equity in earnings of companies not
   consolidated                                    3,098     762                   -  (3,467)        393
  Allowance for equity funds during const.           232                        110         -        342
  Other income, net                                  184     328     105      2,392         -      3,009
  Other taxes                                       (211)                          -        -       (211)
  Benefit (provision) for income taxes               525     -                 (986)        -       (461)
                                              ----------- ------- ------- ---------- -------- -----------
Total operating and other income                  24,931   4,440   2,438     15,870   (3,467)     44,212
Net interest expense                              10,131   3,144   1,676      9,282         -     24,233
                                              ----------- ------- ------- ---------- -------- -----------
Net income before minority interest               14,800   1,296     762      6,588   (3,467)     19,979
Minority interest in net income                          -    -                    -  (5,179)     (5,179)
                                              ----------- ------- ------- ---------- -------- -----------
Net income after minority interest                14,800   1,296     762      6,588   (8,646)     14,800
Retained Earnings, January 1                      61,879     193      60      1,067   (1,320)     61,879
                                              ----------- ------- ------- ---------- -------- -----------
                                                  76,679   1,489     822      7,655   (9,966)     76,679
Cash dividends declared:                      ----------- ------- ------- ---------- -------- -----------
  Preferred stock                                  2,138     775                   -    (775)      2,138
  Common stock                                    18,966     540     775      6,279   (7,594)     18,966
                                              ----------- ------- ------- ---------- -------- -----------
             Total dividends                      21,104   1,315     775      6,279   (8,369)     21,104
                                              ----------- ------- ------- ---------- -------- -----------
Retained Earnings, December 31                   $55,575    $174     $47     $1,376  ($1,597)    $55,575
                                              =========== ======= ======= ========== ======== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                        CENTRAL VERMONT PUBLIC SERVICE CORPORATION        2 of 2
                                                                   AND ITS SUBSIDIARIES

                                                   Consolidating Statement of Income and Retained Earnings
                                                                 Year ended December 31, 1994
                                                                    (Dollars in thousands)


                                                                                               Reclassi-
                                                                                                fying &
                                                                   C.V.                         Consol-
                                                                  Realty,                       idating
                                                 CVPS      CVEC    Inc.      SES       CEC      Entries    CVPS-CONS
                                              ----------- ------- ------- ---------- -------- ----------- -----------
                                                          (Note A)(Note A) (Note A)  (Note A)
<S>                                           <C>         <C>     <C>     <C>        <C>      <C>         <C>
Operating revenues                              $269,500  $17,469       -    $1,739     $109    ($11,659)   $277,158
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Operating expenses:
  Operation:
    Purchased power                              139,109  13,520         -       -         -      (9,467)    143,162
    Production and transmission                   21,122         -       -       -         -        -         21,122
    Other operation                               38,750   2,148         -    1,439    1,423      (3,069)     40,691
  Maintenance                                     11,726     519         -        6       15         (21)     12,245
  Depreciation                                    16,043     435       3        363       35        (401)     16,478
  Other taxes                                      9,869     554         -       62      103        (165)     10,423
  Taxes on income (Note B)                        11,926       8         -     (590)     415         175      11,934
                                              ----------- ------- ------- ---------- -------- ----------- -----------
       Total operating expenses                  248,545  17,184       3      1,280    1,991     (12,948)    256,055
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Operating income (loss)                           20,955     285      (3)       459   (1,882)      1,289      21,103

Other income and deductions:
  Equity in earnings of companies not
   consolidated                                    3,421         -       -       -     3,731      (4,054)      3,098
  Allow. for equity funds during const.              232         -       -       -         -        -            232
  Other income (expenses), net                      (179)     20       8     (1,274)    (575)      2,184         184
  Other taxes                                        (26)        -               -       (20)       (165)       (211)
  Benefit (provision) for income taxes               346       4         -       -         -         175         525
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Total operating and other income (loss)           24,749     309       5       (815)   1,254        (571)     24,931
Net interest expense                               9,949     289         -       57       81        (245)     10,131
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Net income (loss)                                 14,800      20       5       (872)   1,173        (326)     14,800
Retained Earnings, January 1                      61,879   1,832     175        289    2,697      (4,993)     61,879
                                              ----------- ------- ------- ---------- -------- ----------- -----------
                                                  76,679   1,852     180       (583)   3,870      (5,319)     76,679
Cash dividends declared:                      ----------- ------- ------- ---------- -------- ----------- -----------
  Preferred stock                                  2,138         -       -       -         -        -          2,138
  Common stock                                    18,966         -       -       -         -        -         18,966
                                              ----------- ------- ------- ---------- -------- ----------- -----------
       Total dividends                            21,104         -               -         -        -         21,104
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Retained Earnings, December 31                   $55,575  $1,852    $180      ($583)  $3,870     ($5,319)    $55,575
                                              =========== ======= ======= ========== ======== ==========  ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              CENTRAL VERMONT PUBLIC SERVICE CORPORATION          1 of 4
                                                         AND ITS SUBSIDIARIES

                                                     Consolidating Balance Sheet
                                                     Year ended December 31, 1994
                                                        (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                 $434,059 $91,384 $47,766   $376,551     -       $949,760
  Less accumulated depreciation                  125,800  44,120  20,225    212,569     -        402,714
                                              ----------- ------- ------- ---------- -------- -----------
                                                 308,259  47,264  27,541    163,982        0     547,046
  Construction work in progress                   15,099     -       -          645     -         15,744
                                              ----------- ------- ------- ---------- -------- -----------
                                                 323,358  47,264  27,541    164,627        0     562,790
Nuclear fuel                                       6,710     -       -      376,846     -        383,556
  Less accumulated amortization                    5,513     -       -      341,839     -        347,352
                                              ----------- ------- ------- ---------- -------- -----------
     Net utility plant                           324,555  47,264  27,541    199,634        0     598,994
                                              ----------- ------- ------- ---------- -------- -----------
Investments in affiliates, at equity (Note D)
  Nuclear generating companies                    21,078     -       -        -      (16,916)      4,162
  Other affiliated companies                       5,687   4,747     -        -      (10,434)          0
                                              ----------- ------- ------- ---------- -------- -----------
     Total                                        26,765   4,747       0          0  (27,350)      4,162
                                              ----------- ------- ------- ---------- -------- -----------
Nonutility property, less accumulated 
  depreciation of $3,664 consolidated              2,989     -       -        -         -          2,989
                                              ----------- ------- ------- ---------- -------- -----------
Nonutility investments                            28,184     -       -        -         -         28,184
                                              ----------- ------- ------- ---------- -------- -----------
Current assets:
  Cash                                             1,673     163     104        171     -          2,111
  Temporary cash investments                       5,886     -       -        1,114     -          7,000
  Accounts receivable, less allowance for      
    uncollectible accounts $968 consolidated      19,639  10,715     -       12,353     -         42,707
  Accounts receivable - affiliates                   884   1,369       3      5,860   (8,116)          0
  Notes Receivable-Affiliates                      -         400     -        -         (400)      -
  Unbilled revenue                                10,696     (34)    -        -         -         10,662
  Interest receivable                                  1      68     -        -         -             69
  Materials and supplies, at average cost          4,182   1,381     124     17,165     -         22,852
  Prepayments                                      3,544     134      20      4,753     -          8,451
  Other current assets                             4,805   1,933     -        -         -          6,738
                                              ----------- ------- ------- ---------- -------- -----------
     Total current assets                         51,310  16,129     251     41,416   (8,516)    100,590
                                              ----------- ------- ------- ---------- -------- -----------
Regulatory Assets and Other deferred charges      56,596   1,584     660    250,351     -        309,191
                                              ----------- ------- ------- ---------- -------- -----------
      Total Assets                              $490,399 $69,724 $28,452   $491,401 ($35,866) $1,044,110
                                              =========== ======= ======= ========== ======== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              CENTRAL VERMONT PUBLIC SERVICE CORPORATION                  3 of 4
                                                         AND ITS SUBSIDIARIES

                                                     Consolidating Balance Sheet
                                                     Year ended December 31, 1994
                                                        (Dollars in thousands)



                                                                   C.V.                         Consol-
                                                                  Realty                        idating
                                                 CVPS      CVEC    Inc.      SES       CEC      Entries    CVPS-Cons
                                              ----------- ------- ------- ---------- -------- ----------- -----------
                                                          (Note A)(Note A) (Note A)  (Note A)
                 Assets
                 ---------
<S>                                           <C>         <C>     <C>     <C>        <C>      <C>         <C>
Utility plant, at original cost                 $422,907 $11,152     -       -          -        -             $434,059
  Less accumulated depreciation                  121,745   4,055     -        -         -          -         125,800
                                              ----------- ------- ------- ---------- -------- ----------- -----------
                                                 301,162   7,097     -        -         -          -         308,259
  Construction work in progress                   14,776     323     -        -         -          -          15,099
                                              ----------- ------- ------- ---------- -------- ----------- -----------
                                                 315,938   7,420                                             323,358
Nuclear fuel                                       6,710     -       -        -         -          -           6,710
  Less accumulated amortization                    5,513     -       -        -         -          -           5,513
                                              ----------- ------- ------- ---------- -------- ----------- -----------
     Net utility plant                           317,135   7,420     -        -         -          -         324,555
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Investments in affiliates, 
  at equity (Note D)
  Nuclear generating companies                    21,078     -       -        -         -          -          21,078
  Other affiliated companies                      35,464     -       -        -         -        (29,777)      5,687
                                              ----------- ------- ------- ---------- -------- ----------- -----------
     Total                                        56,542     -       -        -         -        (29,777)     26,765
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Nonutility property, less accumulated 
  depreciation of $20 parent company 
  and $3,664 consolidated                            227     -        47      2,174      541       -           2,989
                                              ----------- ------- ------- ---------- -------- ----------- -----------

Nonutility investments                             -         -       -          424   27,760       -          28,184


Current assets:
  Cash                                             1,381     122      13        115       42       -           1,673
  Temporary cash investments                         311  -          198               5,377       -           5,886
  Accounts receivable, less allowance for
    uncollectible accounts $900 parent 
    company and $968 consolidated                 17,924   1,655     -           36       24       -          19,639
  Accounts receivable - affiliates                 3,951      54      56        260      197      (3,634)        884
  Unbilled revenue                                10,456     240     -        -         -          -          10,696
  Interest receivable                              -         -       -        -            1       -               1
  Materials and supplies, at average cost          4,155     -       -           27     -          -           4,182
  Prepayments                                      3,427      67     -           10       40       -           3,544
  Other current assets                             4,775      21       1      -            8       -           4,805
                                              ----------- ------- ------- ---------- -------- ----------- -----------
     Total current assets                         46,380   2,159     268        448    5,689      (3,634)     51,310
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Regulatory Assets and Other Deferred Charges      56,551      46     -        -           (1)      -          56,596
                                              ----------- ------- ------- ---------- -------- ----------- -----------
      Total Assets                              $476,835  $9,625    $315     $3,046  $33,989    ($33,411)   $490,399
                                              =========== ======= ======= ========== ======== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                                                                    AND ITS SUBSIDIARIES
                                                                                             2 of 4
                                                                 Consolidating Balance Sheet
                                                                 Year ended December 31, 1994
                                                                    (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>                                           <C>         <C>     <C>     <C>        <C>      <C>
Capitalization:
 Common stock (Note E)                           $70,715  $6,000      $1    $40,001 ($46,002)    $70,715
 Other paid-in capital                            47,189     -     4,699     14,227   (8,804)     57,311
 Capital stock expense                            (1,960)    -       -        -         -         (1,960)
 Retained earnings                                55,575     174      47      1,376   (1,597)     55,575
Treasury stock, at cost (Note E)                    (735)    -       -       (1,131)    -         (1,866)

                                              ----------- ------- ------- ---------- -------- -----------
     Total common stock equity                   170,784   6,174   4,747     54,473  (56,403)    179,775
                                              ----------- ------- ------- ---------- -------- -----------
Cumulative preferred and preference 
  stock (Note F)                                  28,054  10,000  -           -      (10,000)     28,054
Return of Capital                                  -      (5,300)    -        -        5,300           0
First Mortgage bonds                             101,000  34,558     -       75,845     -        211,403
Notes payable                                     19,157     -    14,700      -         -         33,857
Other long-term debt                               -         395     -        -         -            395
                                              ----------- ------- ------- ---------- -------- -----------
                                                 148,211  39,653  14,700     75,845   (4,700)    273,709
                                              ----------- ------- ------- ---------- -------- -----------

Minority interest                                  -         -       -        -       33,753      33,753
                                              ----------- ------- ------- ---------- -------- -----------
     Total Capitalization                        318,995  45,827  19,447    130,318  (27,350)    487,237
                                              ----------- ------- ------- ---------- -------- -----------

Long-Term lease arrangements                      20,467     -       -        -         -         20,467

Current liabilities:
  Notes payable - banks                           11,511   1,000   1,700      -         -         14,211
   Notes Payable-Affiliates                        -         -       400      -         (400)          0
  Long-term debt - current portion                 4,230   3,681   2,180      -         -         10,091
  Accounts payable                                 7,217   9,820      10     19,586     -         36,633
  Accounts payable - affiliates                    7,188     857      29         42   (8,116)          0
  Accrued interest                                   671     492      57      1,116     -          2,336
  Accrued income taxes                             3,997      37      27      1,767     -          5,828
  Other current liabilities                       28,855      54     -        6,604     -         35,513
                                              ----------- ------- ------- ---------- -------- -----------
     Total current liabilities                    63,669  15,941   4,403     29,115   (8,516)    104,612
                                              ----------- ------- ------- ---------- -------- -----------
Accumulated deferred income taxes                 52,710   1,566   2,866     35,022     -         92,164
Deferred investment tax credits                    8,394     877   1,189      6,581     -         17,041
Accrued decommissioning costs                      -         -       -      155,309     -        155,309
Deferred credits and misc. reserves               26,164   5,513     547    135,056     -        167,280
                                              ----------- ------- ------- ---------- -------- -----------
                                                  87,268   7,956   4,602    331,968        0     431,794
                                              ----------- ------- ------- ---------- -------- -----------
Total Capitalization and Liabilities            $490,399 $69,724 $28,452  $491,401  ($35,866) $1,044,110
                                              =========== ======= ======= ========== ======== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              CENTRAL VERMONT PUBLIC SERVICE CORPORATION                      4 of 4
                                                         AND ITS SUBSIDIARIES

                                                      Consolidating Balance Sheet
                                                      Year ended December 31, 1994
                                                         (Dollars in thousands)



                                                                    CV                          CONSOL-
                                                                  REALTY                        IDATING
                                                 CVPS      CVEC     INC      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>
Capitalization:
Common stock (Note E)                            $70,715    $700     $30      -         -          ($730)    $70,715
 Other paid-in capital                            47,189     -    -           2,713   21,015     (23,728)     47,189
 Capital stock expense                            (1,960)    -    -           -      -        -               (1,960)
 Retained earnings                                55,575   1,852     180       (583)   3,870      (5,319)     55,575
 Treasury stock (Note E)                            (735)    -    -           -      -        -                 (735)
                                              ----------- ------- ------- ---------- -------- ----------- -----------
     Total common stock equity                   170,784   2,552     210      2,130   24,885     (29,777)    170,784
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Cumulative preferred and preference 
  stock (Note F)                                  28,054     -       -        -         -          -          28,054
First Mortgage bonds                             101,000     -       -        -         -          -         101,000
Notes payable                                     16,300   2,500     -        -          357       -          19,157
                                              ----------- ------- ------- ---------- -------- ----------- -----------
                                                 145,354   2,500       0          0      357           0     148,211
                                              ----------- ------- ------- ---------- -------- ----------- -----------
     Total Capitalization                        316,138   5,052     210      2,130   25,242     (29,777)    318,995
                                              ----------- ------- ------- ---------- -------- ----------- -----------

Long-term lease arrangements                      20,467     -       -        -         -          -          20,467

Current liabilities:
  Notes payable - banks                           10,400     250     -          846       15       -          11,511
  Long-term debt - current portion                 4,230     -       -        -         -          -           4,230
  Accounts payable                                 6,377     647     -          148       45       -           7,217

  Accounts payable - affiliates                    7,750   2,463     105         91      413      (3,634)      7,188
  Accrued interest                                   647       3     -            6       15       -             671
Accrued Income taxes                               3,937     -       -        -           60       -           3,997
  Other current liabilities                       27,963     676     -           33      183       -          28,855
                                              ----------- ------- ------- ---------- -------- ----------- -----------
     Total current liabilities                    61,304   4,039     105      1,124      731      (3,634)     63,669
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Accumulated deferred income taxes                 44,633     269     -         (208)   8,016       -          52,710
Deferred investment tax credits                    8,269     125     -        -         -          -           8,394
Deferred credits                                  26,024     140     -        -         -          -          26,164
                                              ----------- ------- ------- ---------- -------- ----------- -----------
                                                  78,926     534       0       (208)   8,016           0      87,268
                                              ----------- ------- ------- ---------- -------- ----------- -----------
Total Capitalization and Liabilities            $476,835  $9,625    $315     $3,046  $33,989    ($33,411)   $490,399
                                              =========== ======= ======= ========== ======== =========== ===========
</TABLE>
<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                              AND ITS SUBSIDIARIES

                 Notes to Consolidating Financial Statements
                    For the Year Ended December 31, 1994

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 total 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
     -----------------------------------------------------------
         The Company records income taxes in accordance with the Financial
     Accounting Standards Board's SFAS No. 109, Accounting for Income Taxes,
     requiring an asset and liability approach to determine income tax 
     liabilities.  The Standard requires recognition of tax assets and 
     liabilities for the cumlative effect of all temporary differences 
     between financial statement  carrying amounts and the tax basis of 
     assets and liabilities.

          A valuation allowance has not been recorded, as the Company expects
     all deferred income tax assets will be utilized in the future.

     VELCO
     ---------
          VELCO records income taxes in accordance with SFAS No. 109, 
      Accounting for Income Taxes, requiring an asset and liability approach to
      determine income tax liabilities.  The Standard requires recognition of
      tax assets and liabilities for the cumulative effect of all temporary 
      differences between financial statement carrying amounts and the tax 
      basis of assets and liabilities.  Under SFAS No. 109, additional 
      deferred tax assets and liabilities resulting from VELCO's 
      transmission billing calculation will be returned to, or collected 
      from, ratepayers in future transmission billings.  VELCO expects all 
      deferred income tax assets will be utilized in the future.
<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                              AND ITS SUBSIDIARIES

                 Notes to Consolidating Financial Statements
                    For the Year Ended December 31, 1994
                                 (continued)

      VY
      ---
          Vermont Yankee records taxes in accordance with SFAS No. 109,
      Accounting for Income Taxes, requiring an asset and liability approach 
      to determine income tax liabilities.  The Standard requires recognition
      of tax assets and liabilities for the cumulative effect of all 
      temporary differences between financial statement carrying amounts and
      the tax basis of assets and liabilities.  

Note C-VETCO:
          Vermont Electric Transmission Company, Inc. (VETCO)  was 
     incorporated in 1982,  and 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.
<PAGE>
<TABLE>
<CAPTION>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                              AND ITS SUBSIDIARIES

                 Notes to Consolidating Financial Statements
                    For the Year Ended December 31, 1994
                                 (continued)

Note D-Investments in affiliates:
          CVPS accounts for investments in its affiliates by the 
     equity method (dollars in thousands):
                                              December 31,
                                                 1994
                                              -----------
<S>                                           <C>
     Nuclear generating companies:
          VY                                     $16,916
         Maine Yankee Atomic Power Company         1,338
         Connecticut Yankee Atomic Power Compa     2,011
         Yankee Atomic Electric Company              813

    Other affiliated companies:
        CVEC                                       2,552
        C. V. Realty, Inc.                           210
        SES                                        2,130
        CEC                                       24,885
        VELCO:
            Common stock                           3,494
            Preferred stock                        2,193
                                              -----------
                Total investments - CVPS          56,542

        VELCO investment in VETCO                  4,747
                                              -----------
                Total investments                 61,289

    Consolidating eliminations                    57,127
                                              -----------
               Total consolidated                 $4,162
                                              ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                              AND ITS SUBSIDIARIES

                 Notes to Consolidating Financial Statements
                    For the Year Ended December 31, 1994
                                 (continued)

Note E-Common stock:
          The authorized and outstanding common stock for each of the 
     companies was as follows (dollars in thousands):
                                              December 31,
                                                 1994
                                              -----------
<S>                                           <C>
    CVPS:
        Common stock, $6 par value, authorized
           19,000,000 shares; outstanding
           11,785,848 shares                     $70,715
            Treasury stock, at cost 56,400 sha      (735)
    CVEC:
       Common stock, $50 par value, authorized
           20,000 shares; outstanding 14,000 s       700
    C. V. Realty, Inc.:
        Common stock, $100 par value, authorized
          500 shares; outstanding 300 shares          30
    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 s     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     40,001
         Treasury stock, at cost 7,533 shares     (1,131)
                                              -----------
                 Total common stock equity       115,581

    Consolidating eliminations                    46,732
                                              -----------
                Total consolidated               $68,849
                                              ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                              AND ITS SUBSIDIARIES

                 Notes to Consolidating Financial Statements
                    For the Year Ended December 31, 1994
                                 (continued)

Note F-Preferred stock:
           Cumulative preferred and preference stock outstanding were as 
     follows (dollars in thousands):
                                              December 31,
                                                 1994
                                              -----------
<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
      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 sha    10,000
     Return of capital                            (5,300)
   VY:
     Preferred stock, $100 par value, authorized
      300,000 shares; outstanding - none             -
                                              -----------
          Total cumulative preferred and 
            preference stock                      32,754

  Consolidating eliminations                       4,700
                                              -----------
          Total consolidated                     $28,054
                                              ===========
</TABLE>


<TABLE> <S> <C>

<ARTICLE> OPUR3
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                               1,044,110
<TOTAL-OPERATING-REVENUES>                     401,204
<NET-INCOME>                                    14,800
        

</TABLE>


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