CENTRAL VERMONT PUBLIC SERVICE CORP
10-Q, 1996-08-13
ELECTRIC SERVICES
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549


                                   Form 10-Q


              X    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended June 30, 1996



                   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from _______ to _______


Commission file number  1-8222


                      Central Vermont Public Service Corporation
(Exact name of registrant as specified in its charter)


        Incorporated in Vermont                         03-0111290
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                  Identification No.)


        77 Grove Street, Rutland, Vermont                  05701
     (Address of principal executive offices)            (Zip Code)


                                  802-773-2711
              (Registrant's telephone number, including area code)


______________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
 report)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes  X       No ____


     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  As of July 31, 1996 there
were outstanding 11,519,748 shares of Common Stock, $6 Par Value.
<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION

                                   Form 10-Q

                               Table of Contents



                                                                         Page
PART I.   FINANCIAL INFORMATION


  Item 1.   Financial Statements


            Consolidated Statement of Income and Retained
             Earnings for the three and six months ended
             June 30, 1996 and 1995                                       3


            Consolidated Balance Sheet as of June 30, 1996 and
             December 31, 1995                                            4


            Consolidated Statement of Cash Flows for the six
             months ended June 30, 1996 and 1995                          5


            Notes to Consolidated Financial Statements                   6-8


            Summarized income statement information for Vermont
             Yankee Nuclear Power Corporation                             9



  Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                        10-18



PART II.  OTHER INFORMATION                                             19-20



SIGNATURES                                                                21
<PAGE>
<TABLE>
<CAPTION>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                        PART I - FINANCIAL INFORMATION

                        Item 1.  Financial Statements
            CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
               (Dollars in thousands, except per share amounts)
                                  (Unaudited)


                                                    Three Months Ended      Six Months Ended
                                                          June 30                June 30
                                                     1996        1995       1996        1995
<S>                                                <C>         <C>        <C>         <C>
Operating Revenues                                 $61,390     $62,846    $145,636    $149,709
                                                   -------     -------    --------    --------
Operating Expenses
  Operation
    Purchased power                                 36,439      37,691      73,711      76,866
    Production and transmission                      4,842       5,205       9,692      10,358
    Other operation                                  8,445      10,352      17,620      20,342
  Maintenance                                        3,582       3,146       6,417       5,594
  Depreciation                                       4,444       4,324       8,880       8,511
  Other taxes, principally property taxes            2,649       2,429       5,466       5,122
  Taxes on income                                     (407)       (615)      8,218       7,674
                                                   -------     -------    --------    --------
  Total operating expenses                          59,994      62,532     130,004     134,467
                                                   -------     -------    --------    --------
Operating Income (Loss)                              1,396         314      15,632      15,242
                                                   -------     -------    --------    --------
Other Income and Deductions
  Equity in earnings of affiliates                     852         783       1,653       1,620
  Allowance for equity funds during construction        27          47          48         153
  Other income (expenses), net                        (694)        142       1,687         832
  Benefit (provision) for income taxes                 397         201         168         (27)
                                                   -------     -------    --------    --------
  Total other income and deductions, net               582       1,173       3,556       2,578
                                                   -------     -------    --------    --------
Total Operating and Other Income                     1,978       1,487      19,188      17,820
                                                   -------     -------    --------    --------
Interest Expense
  Interest on long-term debt                         2,365       2,373       4,718       4,790
  Other interest                                       125         210         275         406
  Allowance for borrowed funds during construction     (65)        (33)       (116)       (109)
                                                   -------     -------    --------    --------
  Total interest expense, net                        2,425       2,550       4,877       5,087
                                                   -------     -------    --------    --------

Net Income (Loss)                                     (447)     (1,063)     14,311      12,733

Retained Earnings at Beginning of Period            78,355      68,867      66,422      55,575
                                                   -------     -------    --------    --------
                                                    77,908      67,804      80,733      68,308

Cash Dividends Declared
  Preferred stock                                      507         507       1,014       1,014
  Common stock                                       4,848       2,335       7,166       2,332
                                                   -------     -------    --------    --------
  Total dividends declared                           5,355       2,842       8,180       3,346
                                                   -------     -------    --------    --------

Retained Earnings at End of Period                 $72,553     $64,962     $72,553    $ 64,962
                                                   =======     =======     =======    ========

Earnings (Losses) Available for Common Stock         $(954)    $(1,570)    $13,297    $ 11,719

Average Shares of Common Stock Outstanding      11,545,763  11,676,201  11,568,256  11,694,025

Earnings (Losses) Per Share of Common Stock          $(.08)      $(.13)      $1.15       $1.00

Dividends Paid Per Share of Common Stock             $ .20       $ .20       $ .40       $ .40
</TABLE>
<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                          CONSOLIDATED BALANCE SHEET
                            (Dollars in thousands)
                                  (Unaudited)

                                                       June 30     December 31
                                                         1996          1995

Assets
Utility Plant, at original cost                         $448,598      $453,784 
  Less accumulated depreciation                          145,316       136,057 
                                                       --------      --------
                                                         303,282       317,727 
  Construction work in progress                           20,366         8,108 
  Nuclear fuel, net                                          943         1,167 
                                                       --------      --------
  Net utility plant                                      324,591       327,002 
                                                       --------      --------
Investments and Other Assets
  Investments in affiliates, at equity                    26,686        26,464 
  Non-utility investments                                 24,872        22,622 
  Non-utility property, less accumulated depreciation      4,590         2,896 
                                                       --------      --------
  Total investments and other assets                      56,148        51,982 
                                                       --------      --------
Current Assets
  Cash and cash equivalents                               24,066        11,962 
  Special deposits                                         1,072         3,868 
  Accounts receivable                                     14,050        21,374 
  Unbilled revenues                                        4,735        11,177 
  Materials and supplies, at average cost                  3,825         4,023 
  Prepayments                                              1,688         3,607 
  Other current assets                                     3,961         4,564 
                                                       --------      --------
  Total current assets                                    53,397        60,575 
                                                       --------      --------
Regulatory Assets and Other Deferred Charges              47,365        50,503 
                                                       --------      --------
Total Assets                                            $481,501      $490,062 
                                                       ========      ========
Capitalization and Liabilities
Capitalization
  Common stock, $6 par value, authorized
   19,000,000 shares; outstanding 11,785,848 shares     $ 70,715      $ 70,715 
  Other paid-in capital                                   45,263        45,251 
  Treasury stock (266,100 shares and 195,100 shares,
   respectively, at cost)                                (3,656)       (2,628)
  Retained earnings                                       72,553        66,422 
                                                       --------      --------
  Total common stock equity                              184,875       179,760 
  Preferred and preference stock                           8,054         8,054 
  Preferred stock with sinking fund requirements          20,000        20,000 
  Long-term debt                                         120,383       120,142 
  Long-term lease arrangements                            18,845        19,385 
                                                       --------      --------
  Total capitalization                                   352,157       347,341 
                                                       --------      --------

Current Liabilities
  Short-term debt                                            -          13,490 
  Current portion of long-term debt                        1,015            15 
  Accounts payable                                         3,775         4,726 
  Accounts payable - affiliates                            9,212        10,559 
  Accrued income taxes                                     2,496         1,497 
  Dividends declared                                       3,042           507 
  Other current liabilities                               25,751        26,101 
                                                       --------      --------
  Total current liabilities                               45,291        56,895 
                                                       --------      --------
Deferred Credits
  Deferred income taxes                                   57,654        57,191 
  Deferred investment tax credits                          7,808         8,003 
  Other deferred credits                                  18,591        20,632 
                                                       --------      --------
  Total deferred credits                                  84,053        85,826 
                                                       --------      --------
Total Capitalization and Liabilities                    $481,501      $490,062 
                                                       ========      ========
<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                            (Dollars in thousands)
                                  (Unaudited)

                                                            Six Months Ended
                                                                 June 30
                                                            1996        1995

Cash Flows Provided (Used) By
 Operating Activities
     Net income                                           $14,311     $12,733 
     Adjustments to reconcile net income to net cash
      provided by operating activities
       Depreciation                                         8,880       8,511 
       Deferred income taxes and investment tax credits       658       3,512 
       Allowance for equity funds during construction         (48)       (153)
       Net deferral and amortization of nuclear refueling
        replacement energy and maintenance costs            2,345      (6,091)
       Amortization of conservation & load management
        costs                                               2,038       1,681 
       Amortization of restructuring costs                    122         540 
       Decrease in accounts receivable                     14,543      13,220 
       Increase (decrease) in accounts payable             (2,720)     (1,622)
       Increase (decrease) in accrued income taxes            999      (1,949)
       Change in other working capital items                2,480         (41)
       Other, net                                          (2,670)       (782)
                                                          -------     -------
     Net cash provided by operating activities             40,938      29,559 
                                                          -------     -------
  Investing Activities
     Construction and plant expenditures                   (9,067)    (10,200)
     Conservation and load management expenditures           (809)     (2,118)
     Investments in affiliates                               (160)        (47)
     Non-utility investments                                  244          22 
     Other investments, net                                  (121)        (64)
                                                          -------     -------
     Net cash used for investing activities                (9,913)    (12,407)
                                                          -------     -------
  Financing Activities
     Repurchase of common stock                            (1,042)     (1,053)
     Sale of treasury stock                                    14         -
     Short-term debt, net                                 (13,490)     (4,037)
     Long-term debt, net                                    1,241      (4,237)
     Common and preferred dividends paid                   (5,644)     (6,198)
                                                          -------     -------
     Net cash used for financing activities               (18,921)    (15,525)

Net Increase in Cash and Cash Equivalents                  12,104       1,627 
Cash and Cash Equivalents at Beginning of Period           11,962       7,559 
                                                          -------     -------
Cash and Cash Equivalents at end of Period                $24,066     $ 9,186 
                                                          =======     =======
Supplemental Cash Flow Information 
  Cash paid during the period for: 
    Interest (net of amounts capitalized)                 $ 4,663     $ 4,961 
    Income taxes (net of refunds)                         $ 6,393     $ 6,119 
<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 June 30, 1996


Note 1 - Accounting Policies

     The Company's significant accounting policies are described in Note 1 of
Notes to Consolidated Financial Statements included in its 1995 Annual Report
on Form 10-K filed with the Securities and Exchange Commission.  For interim
reporting purposes, the Company follows these same basic accounting policies
but considers each interim period as an integral part of an annual period.

     The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting of normal recurring accruals)
which are, in the opinion of management, necessary for a fair statement of
results for the interim periods.  Certain reclassifications have been made to
the Consolidated Balance Sheet to conform with the current period's
presentation.

Note 2 - Environmental

     The Company is engaged in various operations and activities which subject
it to inspection and supervision by both Federal and state regulatory
authorities including the United States Environmental Protection Agency (EPA). 
It is Company policy to comply with all environmental laws.  The Company has
implemented various procedures and internal controls to assess and assure
compliance.  If non-compliance is discovered, corrective action is taken. 
Based on these efforts and the oversight of those regulatory agencies having
jurisdiction, the Company believes it is in compliance, in all material
respects, with all pertinent environmental laws and regulations.

     Company operations occasionally result in unavoidable, inadvertent
releases of regulated substances or materials, for example the rupture of a
pole mounted transformer, or a broken hydraulic line.  Whenever the Company
learns of such a release, the Company responds in a timely fashion and in a
manner that complies with all Federal and state requirements.  Except as
discussed in the following paragraphs, the Company is not aware of any
instances where it has caused, permitted or suffered a release or spill on or
about its properties or otherwise which will likely result in any material
environmental liabilities to the Company.

     The Company is an amalgamation of more than 100 predecessor companies. 
Those companies engaged in various operations and activities prior to being
merged into the Company.  At least two of these companies were involved in the
production of gas from coal to sell and distribute to retail customers at
three different locations.  These activities were discontinued by the Company
in the late 1940's or early 1950's.  The coal gas manufacturers, other
predecessor companies, and the Company itself may have engaged in waste
disposal activities which, while legal and consistent with commercially
accepted practices at the time, may not meet modern standards and thus
represent potential liability.

     The Company continues to investigate, evaluate, monitor and, where
appropriate, remediate contaminated sites related to these historic
activities.  The Company's policy is to accrue a liability for those sites
where costs for remediation, monitoring and other future activities are
probable and can be reasonably estimated.  The Company has established a
process for determining whether insurance proceeds are available to offset the
costs associated with these sites.

CLEVELAND AVENUE PROPERTY  One such site is the Company's Cleveland Avenue
property located in the City of Rutland, Vermont, a site where one of its
predecessors operated a coal-gasification facility and later the Company sited
various operations functions.  Due to the presence of coal tar deposits and
Polychlorinated Biphenyl (PCB) contamination and uncertainties as to potential
off-site  migration of  those contaminants,  the Company  conducted studies in
the late  1980's  and  early  1990's  to determine  the  magnitude  and 
extent of the contamination.  The Company engaged a consultant to assist in
evaluating clean-up methodologies and provide cost estimates.  Those studies
indicated the cost to remediate the site would be approximately $5 million. 
This was charged to expense in the fourth quarter of 1992.  Site investigation
continued over the next several years.

     In January of 1995, the Company was formally contacted by the EPA asking
for written consent to conduct a site evaluation of the Cleveland Avenue
property.  That evaluation has been completed.  The Company does not believe
the EPA's evaluation changes its potential liability so long as the state
remains satisfied that reasonable progress continues to be made in remediating
the site and retains oversight of the process.

     In 1995, as part of that process, the Company's consultant completed its 
risk assessment report and submitted it to the state for review.  The state
generally agreed with that assessment but expressed a number of concerns.  The
Company has addressed almost all of the concerns expressed by the state and
continues to work with the state in a joint effort to develop a mutually
acceptable solution.

     The Company selected a consulting/engineering firm to collect additional
data and develop and implement a remediation plan for the site.  That firm has
begun work at the site.  It will collect the additional data requested by the
state and will use all the data gathered to date to formulate a comprehensive
remediation plan.  The additional data gathered to date has not caused the
Company to alter its original estimate of the likely cost of remediating the
site.

PCB, INC.  In August 1995, the Company received an Information Request from
the EPA pursuant to a Superfund investigation of two related sites, one in the
state of Kansas and the other in the state of Missouri (the "Sites").  During
the mid-1980's, these Sites received materials containing PCBs from hundreds
of sources, including the Company.  The Company has complied with the
information request and will monitor EPA activities at the Sites.  At this
time, there has been no estimate of the cost to remediate the Sites. 
Therefore, the Company cannot predict whether the Sites represent the
potential for a material adverse effect on its financial condition or results
of operations.  However, given the fact the EPA has identified more than 1,000
Potentially Responsible Parties (PRPs), and, based on information currently
available to the Company that contamination at the Sites appears to be
somewhat contained, any resulting liability is not expected to be significant.

     The Company faces potential liability arising from the alleged disposal
of hazardous materials at three former municipal landfills: the Bennington
Landfill, the Parker Landfill, and the Trafton-Hoisington Landfill.

BENNINGTON LANDFILL  The Bennington Landfill is a Superfund site located in
Bennington, Vermont.  An investigation by the Company suggests that it is
unlikely that it contributed a meaningful amount of hazardous substances, if
any, to the site.

     In July 1994, the EPA notified the Company that it had reviewed evidence
which, in its opinion, indicated that the Company may have contributed to the
environmental contamination at the Bennington site but that a full
determination of its potential liability for the site had not been made.  EPA,
at that time, designated the Company a potentially interested party (PIP). 
Also in July 1994, the EPA notified the PRP Group, the Company and other PIPs
that it was proposing a response action at the site with an estimated total
present worth cost of approximately $9.5 million.

     During November 1994, the Company was notified that EPA had information
indicating that the Company was a PRP with regard to the Bennington site.  The
EPA letter  also  requested  that  the Company participate with other PRPs in
the response action described above and further made a demand against the
Company and other PRPs for reimbursement of an aggregate of $.85 million in
costs EPA had incurred in responding to conditions at the site.

     The original PRP Group reformed into a larger group, incorporating
additional PRPs, including the Company, to undertake the remedial response,
reimburse EPA's response expenses of $3 million it spent on its Engineering
Evaluation/Cost Analysis.  The Company determined its interests would be best
served by participating in the larger PRP Group while at the same time
exploring the possibility of a "De Minimis" settlement with the EPA, either
alone or as part of a group, premised on its minimal contribution to the site.

     Negotiations between the PRP Group and the EPA continue.  The PRP Group
and EPA recently reached a tentative agreement.  Under the terms of that
agreement, and a related internal allocation, the Company's liability would be
less than $100,000.  If a final settlement is not achieved, the Company will
continue to explore its settlement options, individually and as a part of a
group of "De Minimis" parties.  If all efforts at settlement fail, the Company
will defend any contribution action brought by the other PRPs or the EPA.

PARKER AND TRAFTON-HOISINGTON LANDFILLS  There have been no further
developments involving the Company at these sites.  The Company's
investigations at the time it was originally contacted indicated that it
contributed little if any hazardous substances to the sites.  The Company has
not been contacted by the EPA, the state or any of the PRPs since 1994. 
Therefore, the Company believes that the likelihood that these sites will
cause the Company to accrue significant liability has significantly
diminished.  For historical information pertaining to these sites, refer to
the Company's 1995 Form 10-K.

     At this time, the Company does not believe these landfill sites represent
the potential for a material adverse effect on its financial condition or
results of operations but it will continue to monitor activities at the sites. 
The Company is not subject to any pending or threatened litigation with
respect to any other sites that have the potential for causing the Company to 
incur material remediation expenses, nor has the EPA or other Federal or state
agency sought contribution from the Company for the study or remediation of
any such sites.

     The Company recently filed a Federal Law Suit against several insurance
companies.  In its complaint, the Company alleges that general liability
policies issued by the insurer provide coverage for all expenses incurred or
to be incurred by the Company in conjunction with, among others, the Cleveland
Avenue Property and the Bennington Landfill sites.

Note 3 - Accounts Receivable

     At June 30, 1996 and December 31, 1995, a total of $12 million of
accounts receivable and unbilled revenues were sold under an accounts
receivable facility.

     Accounts receivable and unbilled revenues that have been sold were
transferred with limited recourse.  A pool of assets, varying between 3% to 5%
of the accounts receivable and unbilled revenues sold, are set aside for this
potential  recourse  liability.  Accounts  receivable  and  unbilled  revenues
are reflected net of sales of $6.2 million and $5.8 million, respectively, at
June 30, 1996 and $4.4 million and $7.6 million, respectively, at December 31,
1995.

     Accounts receivable are also reflected net of an allowance for
uncollectible accounts of $1.4 million and $1.6 million at June 30, 1996 and
December 31, 1995, respectively.
<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION


     Summarized income statement information for Vermont Yankee Nuclear Power
Corporation follows (dollars in thousands, except per share amounts):


                                    Three Months Ended     Six Months Ended
                                          June 30               June 30
                                      1996      1995        1996      1995

Operating revenues                  $43,282   $47,043     $83,038   $98,418
Operating expenses                   39,287    43,187      75,602    90,730
                                    -------   -------     -------   -------

     Operating income                 3,995     3,856       7,436     7,688
Other income, net                       572       512       1,201     1,049
                                    -------   -------     -------   -------

     Total operating and
      other income                    4,567     4,368       8,637     8,737
Interest expense                      2,865     2,652       5,337     5,263
                                    -------   -------     -------   -------

     Net income                     $ 1,702   $ 1,716     $ 3,300   $ 3,474
                                    =======   =======     =======   =======
<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION

               Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                June 30, 1996

Earnings Overview

     The Company recorded losses for common stock of $1.0 million and 
$1.6 million for the three months ended June 30, 1996 and 1995, respectively. 
Losses per share of common stock for these respective periods were $.08 and
$.13.  Due to the Company's winter sales peak and higher winter rates, the
Company normally experiences losses in the second and third quarter when sales
are lower and rates are reduced.

     For the six months ended June 30, 1996 earnings available for common
stock were $13.3 million compared to $11.7 million in 1995.  Earnings per
share of common stock for these respective periods were $1.15 and $1.00.

     The increase in earnings for the second quarter and first half is
primarily due to the effect of the April 30, 1996 Vermont Public Service Board
(PSB) rate order, including the 5.5% retail rate increase that became
effective with bills rendered June 1, 1996, the one-time gain from life
insurance proceeds of approximately $1.3 million and other factors described
in Results of Operations below.

RESULTS OF OPERATIONS

     The major elements of the Consolidated Statement of Income are discussed
below.

Operating Revenues and MWH Sales

     A summary of MWH sales and operating revenues for the three and six
months ended June 30, 1996 and 1995 (and the related percentage changes from
1995) is set forth below:

<TABLE>
<CAPTION>
                                              Three Months Ended June 30
                                                      Percentage                     Percentage
                                         MWH           Increase    Revenues (000's)   Increase
                                   1996        1995   (Decrease)    1996      1995   (Decrease)
   <S>                            <C>         <C>        <C>       <C>       <C>       <C>
   Residential                    215,116     213,608     0.7      $21,719   $20,522     5.8 
   Commercial                     208,941     205,968     1.4       19,952    18,875     5.7 
   Industrial                      93,375      91,381     2.2        6,700     6,358     5.4 
   Other retail                     1,819       1,831    (0.7)         463       451     2.7 
                                  -------     -------              -------   -------
        Total retail sales        519,251     512,788     1.3       48,834    46,206     5.7 

   Resale sales:
     Firm                             191         327   (41.6)          16        14    14.3 
     Entitlement                  132,939     305,408   (56.5)       6,201    11,780   (47.4)
     Other                        200,524     160,128    25.2        4,906     3,704    32.5 
                                  -------     -------              -------   -------
        Total resale sales        333,654     465,863   (28.4)      11,123    15,498   (28.2)
                                  -------     -------              -------   -------
   Other revenues                     -           -        -         1,433     1,142    25.5 
                                  -------     -------              -------    ------
        Total sales               852,905     978,651   (12.8)     $61,390   $62,846    (2.3)
                                  =======     =======              =======   =======

                                                Six Months Ended June 30           
                                                      Percentage                     Percentage
                                         MWH           Increase     Revenues (000's)  Increase
                                   1996        1995   (Decrease)    1996       1995  (Decrease)

   Residential                    500,471     487,306     2.7     $ 56,200   $ 53,389     5.3 
   Commercial                     440,349     424,491     3.7       48,156     46,023     4.6 
   Industrial                     197,705     202,655    (2.4)      16,138     16,300    (1.0)
   Other retail                     3,606       3,724    (3.2)         905        899      .7 
                                ---------   ---------             --------   --------
        Total retail sales      1,142,131   1,118,176     2.1      121,399    116,611     4.1 
                                ---------   ---------             --------   --------
   Resale sales:
     Firm                             796       4,042   (80.3)          39        192   (79.7)
     Entitlement                  269,880     551,224   (51.0)      12,890     23,869   (46.0)
     Other                        385,459     293,411    31.4        9,210      6,906    33.4 
                                ---------   ---------             --------   --------
        Total resale sales        656,135     848,677   (22.7)      22,139     30,967   (28.5)
                                ---------   ---------             --------   --------
   Other revenues                     -           -        -         2,098      2,131    (1.5)
                                ---------   ---------             --------   --------
        Total sales             1,798,266   1,966,853    (8.6)    $145,636   $149,709    (2.7)
</TABLE>


     Retail MWH sales for the second quarter ended June 30, 1996 increased
1.3%.  However, retail revenues increased $2.6 million or 5.7% over last year
due to a $2.1 million increase in price resulting from the 5.5% retail rate
increase effective with bills rendered June 1, 1996 and $.5 million associated
with the 1.3% increase in retail MWH sales.  For the quarter, residential MWH
sales were about the same as last year while commercial and industrial MWH
sales increased 1.4% and 2.2%, respectively, reflecting more normal weather
than during the corresponding 1995 quarter.

     For the first half of 1996, retail MWH sales increased 2.1% while retail
revenues increased $4.8 million or 4.1% compared to last year.  The revenue
increase results from a $2.1 million increase in price due to the 5.5% retail
rate increase and $2.7 million associated with the 2.1% increase in retail MWH
sales.  For the first half of 1996, residential and commercial MWH sales
increased 2.7% and 3.7%, respectively, reflecting the normal cold weather
experienced during the first quarter of 1996.  Industrial MWH sales and
revenues decreased 2.4% and 1.0%, respectively, as a result of increased
natural snowfall during 1996 reducing ski areas' megawatt-hour requirements
for snow making.

     Primarily due to the expiration in October 1995 of a five year sale of
part of the Company's interest in the output of Vermont Yankee and Merrimack
#2 and lower sellback of Hydro-Quebec power, entitlement MWH sales and
revenues decreased for the second quarter and first half of 1996 compared to
the same periods in 1995.

     The increase in other resale sales and revenues for the second quarter
resulted primarily from increased short-term system capacity sales offset by a
decrease in off-system sales to other utilities in New England.  The increases
for the first half are mostly due to increased short-term system capacity
sales.

Net Purchased Power and Production Fuel Costs

     The net cost components of purchased power and production fuel costs for
the three and six months ended June 30, 1996 and 1995 are as follows (dollars
in thousands):
<TABLE>
<CAPTION>

                                                            Three Months Ended June 30
                                                          1996                     1995
                                                    Units     Amount         Units     Amount
     <S>                                          <C>        <C>           <C>        <C>
     Purchased and produced:
       Capacity (MW)                                  547    $21,226           675    $21,071
       Energy (MWH)                               838,568     15,213       965,237     16,620
                                                             -------                  -------
          Total purchased power costs                         36,439                   37,691
     Production fuel (MWH)                         72,409        235        70,859        529
                                                             -------                  -------
          Total purchased power and 
           production fuel costs                              36,674                   38,220
     Entitlement and other resale sales (MWH)     333,463     11,107       465,536     15,484
                                                             -------                  -------
          Net purchased power and production
           fuel costs                                        $25,567                  $22,736
                                                             =======                  =======

                                                             Six Months Ended June 30         
                                                          1996                    1995       
                                                    Units     Amount        Units     Amount
     Purchased and produced:
       Capacity (MW)                                  511    $41,178           632    $42,342
       Energy (MWH)                             1,746,419     32,533     1,913,760     34,524
                                                             -------                  -------
          Total purchased power costs                         73,711                   76,866
     Production fuel (MWH)                        177,626        774       172,882      1,099
                                                             -------                  -------
          Total purchased power and 
           production fuel costs                              74,485                   77,965
     Entitlement and other resale sales (MWH)     655,338     22,100       844,635     30,775
                                                             -------                  -------
          Net purchased power and production
           fuel costs                                        $52,385                  $47,190
                                                             =======                  =======
</TABLE>


     The Company's net purchased power and production fuel costs increased
$2.8 million for the second quarter compared to the same period last year. 
Capacity costs were slightly higher than last year and energy costs decreased
by $1.4 million.  These variances were offset by a net $4.4 million reduction
in entitlement and other resale sales described above.  Although the Company
purchased 19.0% less MW during the second quarter which decreased capacity
costs $4.0 million, this was offset by a price increase of $4.2 million. 
Energy costs were lower due to a 13.1% decrease in the amount of MWH purchased
amounting to $2.2 million offset by a price increase of $.8 million.

     For the first half of 1996, net purchased power and production fuel costs
increased $5.2 million compared to the same period last year.  Although
capacity and energy costs decreased by $1.2 million and $2.0 million
respectively, these decreases were offset by a net $8.7 million reduction in
entitlement and other resale sales.  The decrease in capacity costs results
from less MW purchased amounting to $8.1 million partially offset by an
increase in price of $6.9 million.  Energy costs were lower due to an 8.7%
decrease in the amount of MWH purchased amounting to $3.0 million offset by
price increases of $1.0 million.

     The Company owns and operates 20 hydroelectric generating units and two
gas turbines and one diesel peaking unit with a combined capability of 
73.7 MW.  The Company has equity ownership interests in four nuclear
generating companies: Vermont Yankee, Maine Yankee, Connecticut Yankee and
Yankee Atomic.  In addition, the Company maintains joint-ownership interests
in Joseph C. McNeil, a 53 MW wood, gas and oil-fired unit; Wyman #4, a 619 MW
oil-fired unit; and Millstone Unit #3, an 1154 MW nuclear unit.

NUCLEAR MATTERS

     The Company maintains a 1.7303%  joint-ownership interest in the
Millstone Unit #3 of the Millstone Nuclear Power Station and owns a 2% equity
interest in Connecticut Yankee.  These two plants are operated by Northeast
Utilities (NU).  The Company also owns 2% and 3.5% equity interest in Maine
Yankee and Yankee Atomic, respectively.

Millstone Unit #3

     On January 31, 1996, the Nuclear Regulatory Commission (NRC) placed the
Millstone Nuclear Power Station on its "watch list" as a Category 2 facility
which have been identified by the NRC as having weaknesses that require
increased NRC attention until the licensee demonstrates a period of improved
performance.

     The NRC issued a series of letters seeking assurances the Millstone Units
would be operated in accordance with the terms of their operating licenses,
their Updated Final Safety Analysis Reports and all NRC regulations before it
would allow restart of the Millstone Units.

     On March 30, 1996, Millstone Unit #3 (Unit #3) was shut down by the
licensee following an engineering evaluation which determined that four
safety-related valves would not be able to perform their design function
during certain assumed events.

     In a letter dated June 28, 1996, the NRC informed Northeast Utilities
Service Company (NUSCO) a subsidiary of NU, that the Millstone Nuclear Power
Station had been reclassified from a Category 2 facility to a Category 3
facility.  Category 3 facilities are classified as having significant
weaknesses that require maintaining the plant in shutdown condition until it
is demonstrated that adequate programs have been established and implemented
to ensure substantial improvement.  Also, the letter informed NUSCO that
Category 3 designation requires the NRC staff to obtain NRC approval by vote
prior to a plant returning to service.

     On July 2, 1996, NUSCO filed an extensive document, including an
Operational Readiness Plan (ORP),  with the NRC responding to a series of
letters received from the NRC concerning Unit #3.  The response outlines a
revised corrective action program for the Millstone Nuclear Power Station in
response to criticism of this program contained in a June 6 letter from the
NRC.  The July 2, 1996 filing identifies about 1,200 design and configuration
discrepancies at Unit #3 of which about 600 will have to be resolved before
Unit #3 can be returned to service.  NUSCO believes that a small number of the
remaining items will require hardware modifications and the balance can  be 
resolved with additional inspections, documentation changes or additional
analysis.  The ORP for Unit #3 is presently being implemented and NUSCO's
management estimates that it will be fully implemented by October 1996.

     On August 6, 1996, the chairman of the NRC announced that an independent
review team would be created to review actions taken by NU prior to the
restart of Unit #3.  No formal action has been taken by the NRC to date in
regard to the creation of the independent review team.

     However, NUSCO's management cannot predict, at this time, the results of
the NRC's review of Unit #3 documentation, how long it will take NUSCO to
demonstrate the effectiveness of the corrective action program to the NRC or
the effect the independent review team will have on the timing of restart 
Unit #3 and what additional costs, if any.

     The incremental direct and replacement power costs associated with Unit
#3 outages will depend on the length of time Unit #3 remains out of service,
which is not known at this time. However, the Company estimates that while
Unit #3 is out of service it will incur incremental replacement power costs
estimated at $250,000 to $350,000 per month.  In addition, the Company expects
to incur incremental operation and maintenance costs during 1996 of about
$750,000.

Connecticut Yankee

     On May 17, 1996, NU received a letter from the NRC indicating that recent
inspections of the Connecticut Yankee (CY) nuclear unit revealed issues that
were similar to those previously identified at Millstone Nuclear Power
Station.  Accordingly, the NRC requested that CY submit by May 30, 1996, a
comprehensive list of design and configuration deficiencies identified at CY,
together with a description of the actions taken in response to the
deficiencies.  In its compliance response, on May 30, 1996, CY stated that
although several specific issues identified at CY are similar to those at 
Unit #1 of the Millstone Nuclear Power Station, the findings do not reach the
same level as those identified at that facility.  Also, CY stated that the
fundamental problems that exist at Millstone Unit #1 are not present at CY.

     On July 22, 1996, the CY plant began an unscheduled outage as a
precautionary measure to evaluate the plant's service water system, which
provides cooling water to certain critical plant components.  The shutdown
began after an analysis of a hypothetical, though unlikely, accident scenario
which demonstrates that the cooling water system might not perform its
intended function.  Based on preliminary engineering studies, NU estimated
that the CY plant would return to service prior to mid-August 1996. 
Additional maintenance was expected to be completed during its 60-day
scheduled refueling outage beginning September 21, 1996.  On August 2, 1996,
NU received a letter from the NRC identifying other potentially significant
issues involving the "Residual Heat Removal, Service Water, and Feedwater
Systems."  Therefore, in order to make necessary improvements to the safety
related systems, NU decided to begin the CY plant refueling outage on 
August 8, 1996.  NU cannot currently estimate whether the refueling outage
combined with the necessary improvements to the safety related systems will
extend beyond the 60-day scheduled refueling outage.

     On August 9, 1996, NU received a letter from the NRC asking NU to "update
and resubmit" the basis for continued operation of the CY plant previously
submitted to the NRC.  The NRC also requested NU to address the implications
of recently identified instances of degraded or non-conforming conditions at
the CY plant.  NU must respond to the NRC letter within 30 days of its
issuance.

     The Company cannot estimate, at this time, the length of the outage or
the additional operating and maintenance costs associated with the outage. 
The Company's incremental replacement power costs while the CY plant is out of
service are estimated at about $140,000 per month.

Maine Yankee

     By order of the NRC, the 880-megawatt nuclear generating plant (Plant)
located in Wiscasset, Maine is currently restricted to 90% of its approved
power level.

     In response to concerns about Maine Yankee's analysis and the NRC's
review of certain computer codes used in calculating the safety of the Plant
in the event of some types of accidents, in mid-July 1996 an independent
Safety Assessment Team (Team), commissioned by the NRC, began a four-week, 
on-site comprehensive review of the Plant's performance.  The Team will 
perform a detail review of the licensing basis and operational safety 
performance of the Plant.  The Team is responsible for analyzing whether the 
Plant has been operating in compliance with its operating license.

     On July 20, 1996, the Plant was shut down as a result of a potential
problem discovered by Maine Yankee personnel related to the containment
cooling system.  The  Plant is  scheduled  to return  to service  the week  of
August 11, 1996.  The Company's share of the incremental operating and
maintenance costs associated with the outage are minimal and the Company
estimates incremental replacement power costs of about $150,000 through the
date the Plant is expected to return to service.

Yankee Atomic

     In 1992, the Board of Directors of Yankee Atomic (YA) decided to
permanently discontinue operation of their plant, and to decommission the
facility.  The Company relied on YA for less than 1.5% of its system capacity. 
Presently, purchased power costs billed to the Company by YA, which include a
provision for ultimate decommissioning of the unit, are being collected from
the Company's customers via existing retail tariffs.  The Company's share of
remaining costs with  respect to YA's decision to discontinue operation is
approximately $7.0 million.  This amount is reflected in the accompanying
balance sheet both as a regulatory asset and deferred power contract
obligation (current and non-current).

     The Company believes that its proportionate share of YA costs will be
recovered through the regulatory process and, therefore, the ultimate
resolution of the premature retirement of the YA plant has not and will not
have a material adverse effect on the Company's earnings or financial
condition.

Other Operation

     The decrease in other operating expenses of $1.9 million and $2.7 million
for the second quarter and first half of 1996, respectively, was primarily the
result of accounting for the cumulative effects of certain Conservation and
Load Management (C&LM) costs.  Consistent with cost recovery allowed by the
PSB in its April 30, 1996 rate order, the Company, during the second quarter,
reversed approximately $1.4 million of C&LM expenses and recorded a regulatory
asset.  Lower administrative and general expenses and uncollectible accounts
also contributed to the decreases for the periods.

Maintenance

     The increase in maintenance expenses of $.4 million for the second
quarter and $.8 million for the first half of 1996 compared to the same
periods in 1995 is attributable to service restoration activities after
several winter storms and maintenance of the Company's hydroelectric projects. 
Nuclear maintenance expenses associated with the Company's joint-ownership
interest in Millstone Unit #3 also increased for the periods.

Other Taxes, Principally Property Taxes

     The increase in other taxes for the second quarter and first half of 1996
results from higher real estate taxes.

Income Taxes

     Federal and state income taxes fluctuate with the level of pre-tax
earnings.  The increase in total income tax expense for the second quarter and
first half of 1996 results primarily from an increase in pre-tax earnings for
the respective periods.

Other Income (Expenses), Net

     For the second quarter of 1996, other income (expenses), net decreased
primarily due to litigation settlement costs of approximately $.5 million
described in Part II - Other Information and about $.2 million of costs
incurred for the New Hampshire Pilot program described in Liquidity and
Capital Resources below.

     The increase for the first half of 1996 is due to insurance proceeds of
approximately $1.3 million and interest on temporary cash investments.  These
increases were partially offset by litigation costs and the New Hampshire
Pilot program costs.

Other Interest Expense

     Although short-term interest rates increased during the second quarter of
1996, lower short-term debt levels resulted in a decrease in other interest
expense for the second quarter compared to the same period last year.  Other
interest expense declined for the first half of 1996 due to lower average
interest rates combined with decreased short-term debt levels.

Cash Dividends Declared

Common

     Early declarations account for the increase in common dividends declared. 
During the first half of 1996 three common stock dividends of $.20 per share
were declared while one common stock dividend of $.20 per share was declared
during the first half of 1995.  However, two quarterly common stock dividends
of $.20 per share were paid during the first half of 1996 and 1995.  The June
1996 declaration reflects a 10% increase in future quarterly dividends paid on
the Company's outstanding common stock to $.22 per share from $.20 per share.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's liquidity is primarily affected by the level of cash
generated from operations and the funding requirements of its ongoing
construction and C&LM programs.  Net cash provided by operating activities was
$40.9 million and $29.6 million for the six months ended June 30, 1996 and
1995, respectively.

     The Company ended the first half of 1996 with cash and cash equivalents
of $24.1 million, an increase of $12.1 million from the beginning of the year. 
The increase in cash for the first six months of 1996 was the result of 
$40.9 million provided by operating activities, $9.9 million used for
investing activities and $18.9 million used for financing activities.

Operating Activities

     Net income before non-cash items, depreciation and deferred income taxes
provided $23.8 million.  Fluctuations in working capital provided 
$15.3 million and $1.8 million was provided from other net and
deferral/amortization of nuclear replacement energy and maintenance costs.

Investing Activities

     Construction and plant expenditures consumed $9.1 million and $.8 million
was used for C&LM programs.

Financing Activities

     Dividends paid on common stock were $4.6 million, while preferred stock
dividends were $1.0 million.  Long-term debt provided $1.2 million while
short-term obligations repaid totaled $13.5 million.  $1.0 million was used to
reacquire common stock.

Competition

     As described in Note 1 of Notes to Consolidated Financial Statements
included in the Company's 1995 Annual Report on Form 10-K, management believes
the Company meets the requirement of SFAS No. 71, "Accounting for the Effects
of Certain Types of Regulation," but continues to evaluate significant changes
in the regulatory and competitive environment to ensure and assess the
Company's overall consistency with the criteria of SFAS No. 71.  If in the
future, the Company determines that it no longer meets the criteria for
following SFAS No. 71, the accounting impact would be an extraordinary 
non-cash charge to operations of an amount that could be material.  Although 
these conditions do not currently exist, the Company anticipates future 
competition will place pressure on both unit sales and the prices the Company 
can charge.  As a result, increased competitive pressure in the electric 
utility industry may restrict the Company's ability to establish prices to 
recover embedded costs and may lead to a significant change in the manner 
rates are set by regulators from cost-based regulation to a different form of 
regulation that approximates market conditions.  Singly or together these 
events may give rise to the discontinuance of SFAS No. 71 and, in addition, 
could diminish the Company's ability to recover its embedded costs of 
providing service.

Utility Restructuring

     The electric utility industry is in a period of potential transition that
may result in a shift away from cost of service and return on equity based
rates to one with more market based rates.  Most states, including Vermont and
New Hampshire, where the company does business, are exploring new mechanisms
to bring greater competition, customer choice and market influence to the
industry while retaining the public benefits associated with the current
regulatory system.

     In Vermont, the PSB by Order dated October 17, 1995, opened a process
requiring all 22 electric utilities in Vermont to file proposed restructuring
plans by mid-1996.  The goal, as set forth in the Order, is to achieve
restructuring by January 1, 1998.  The Company filed its electric industry
restructuring proposal with the PSB on June 19, 1996.

     The Company's proposal for restructuring Vermont's electric utility
industry calls for granting customers the flexibility to choose among
competing suppliers for electricity.

     The Company's proposal also provides for full recovery of utility
investments and obligations that may become stranded as a result of
restructuring in the electric utility industry.  Sources of potential stranded
costs would include any then above market purchased power contracts or
generation costs, nuclear decom-missioning obligations, unrecovered regulatory
assets, as well as other unrecovered investments and commitments made as a
provider of electric utility service.  Recovery of stranded costs would be
sought from customers through a mandatory distribution "wires" charge for
access to the distribution system.

     The PSB is expected to issue a draft report with recommendations for the
Vermont Legislature in September 1996 and is expected to issue its final
report with recommendations around December 1996.

     The extent of potential stranded costs, if any, depends upon the timing,
nature, and degree of competition that may result from future changes in
regulatory policies governing the Company's activities and prices as well as
future power costs and market prices of power.  As such, it is not currently
possible to predict with any reasonable precision the level of costs that
could be considered stranded as a result of future electric utility industry
restructuring.  However, it is possible that stranded cost exposure could
exceed the Company's current total common stock equity.

     In New Hampshire, the New Hampshire Public Utilities Commission (NHPUC),
directed by the New Hampshire legislature, has established a Pilot Program
(Pilot) to determine the implications of retail competition in the electric
utility industry.  The Pilot is for up to a two-year period beginning in May
1996 and was open to all electric utilities and to all classes of customers in
New Hampshire, although only 3% of customers were allowed to participate.  The
Company successfully competed as a competitive supplier to acquire additional
load currently served by other New Hampshire utilities and to retain load
currently served by Connecticut Valley Electric Company Inc. (Connecticut
Valley), the Company's wholly owned New Hampshire subsidiary.  The Company
conducted an effective retail marketing campaign in New Hampshire and acquired
new customers with combined annual electric use totaling approximately 
20 million kilowatt hours.  The new retail load gained was more than four
times greater than the load lost by Connecticut Valley through this Pilot. 
The new customers acquired by the Company include all classes of service.  In
April 1996, the New Hampshire legislature passed legislation requiring the
NHPUC to file a restructuring proposal in New Hampshire in August 1996 and for
the New Hampshire electric utilities to file restructuring plans by June 1997.

FINANCING AND CAPITALIZATION

Utility

     The level of short-term borrowings fluctuates based on seasonal corporate
needs, the timing of long-term financings and market conditions.  Short-term
borrowings are supported by committed lines of credit and uncommitted loan
facilities with several banks totaling $37.25 million.

     The Company's capital structure ratios as of June 30, 1996 (including
amounts of long-term debt due within one year), consisted of 52.4% common
equity, 7.9% preferred stock, 34.4% long-term debt and 5.3% capital lease
obligations.

     Based on debt issues outstanding at June 30, 1996, the Company's
mandatory sinking fund requirements for long-term debt due within the next
twelve-month period is approximately $1.0 million.  None of the Company's
preferred stock is currently subject to mandatory sinking fund requirements.

     Current credit ratings for the Company's outstanding mortgage debt and
preferred stock as of August 1996 are as follows:

                                   Duff &       Standard
                                   Phelps       & Poor's
                                   ------       --------

          First Mortgage Bonds      BBB+           BBB
          Preferred Stock           BBB-           BBB-


Non-Utility

     Catamount Energy Corporation (Catamount), a wholly owned subsidiary of
the Company, implemented a credit facility in July 1996 which provides for up
to $8 million of letters of credit and working capital loans (limited to 
$3 million).  Currently, a $1.2 million letter of credit is outstanding to
support certain of Catamount's obligations in connection with a debt reserve
obligation in the Appomattox Cogeneration project.

     SmartEnergy, also a wholly owned subsidiary of the Company, currently
maintains a $1.0 million revolving line of credit with a bank to provide
working capital and financing assistance for investment purposes.  There are
no outstanding borrowings under this facility.

     Financial obligations of the Company's non-utility wholly owned
subsidiaries are non-recourse to the Company.

C&LM Programs

     The primary purpose of these programs is to offset the need for long-term
power supply and delivery resources that are more expensive to purchase or
develop than customer-efficiency programs.  Total C&LM expenditures in 1995
were $4.8 million, and are expected to be approximately $5.1 million in 1996. 
A tentative agreement has been reached between the Company and the Vermont
Department of Public Service with regard to C&LM programs and expenditure
levels for 1997.

Diversification

     Catamount was formed for the purpose of investing in non-regulated power
plant projects.  Currently, Catamount, through its wholly owned subsidiaries,
has interests in four operating independent power projects located in Rumford,
Maine; East Ryegate, Vermont; Hopewell, Virginia; and Williams Lake, British
Columbia, Canada.  In addition, Catamount has interests in projects under
construction in Glenns Ferry and Rupert, Idaho; and under development in
Summersville, West Virginia.

     SmartEnergy was formed for the purpose of providing reliable, 
energy-efficient products and services, including the rental of electric 
water heaters.

Rates and Regulation

     The Company recognizes adequate and timely rate relief is necessary if
the Company is to maintain its financial strength, particularly since Vermont
regulatory rules do not allow for changes in purchased power and fuel costs to
be passed on to consumers through automatic rate adjustment clauses.  The
Company's practice of reviewing costs periodically will continue and rate
increases will be requested when warranted.  On April 30, 1996 the Company
received a rate order from the PSB permitting an increase in its Vermont
retail rates of 5.5% effective June 1, 1996 and an additional 2% to be
effective January 1, 1997.  For additional information regarding the PSB Rate
Order, see the Company's Form 10-Q for the quarter ended March 31, 1996.

     During proceedings related to the April 30, 1996 Order, certain
intervening parties petitioned the PSB for a management  audit of  the
Company.  In an Order dated April 10, 1996, the PSB severed the management
audit issue from the rate proceeding.  The PSB held a status conference on 
May 6, 1996 to address whether there should be such an audit as well as other
related issues.  Hearings for the management audit issue were held on July 16,
1996 and further proceedings are scheduled for August 29, 1996.

     On July 23, 1996, Connecticut Valley filed for an 8.8% or approximately
$1.6 million base rate increase to become effective September 22, 1996.  The
increase is to recover increased operating costs and costs of improvements to
the electric system.   As part of the permanent rate increase, Connecticut
Valley also requested a temporary rate increase of 5.4% or approximately 
$.9 million to become effective August 23, 1996.

New Accounting Pronouncements

     Effective January 1, 1996, the Company adopted SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of," which establishes accounting standards for the impairment of
long-lived assets and requires that regulatory assets which are no longer
probable of recovery through  future revenues be charged to earnings.  Based
on the current regulatory rate-making process, the adoption of SFAS No. 121
did not have a material impact on the Company's financial position or results
of operations.  The Company did not adopt the accounting option of SFAS 
No. 123, "Accounting for Stock-Based Compensation," but adopted the required
audited pro forma disclosure.  Based on the requirements of the pronouncement,
the pro forma effects on earnings and earnings per share are not expected to
be material.
<PAGE>
                  CENTRAL VERMONT PUBLIC SERVICE CORPORATION

                         PART II - OTHER INFORMATION



Item 1.  Legal Proceedings.

         On March 20, 1992, Sunnyside Cogeneration Associates filed suit in
the United States District Court for the District of Vermont against the
Company, CV Energy Resources, Inc. (CVER) and a subsidiary of CVER alleging
damages in excess of five million dollars resulting from the parties'
inability to come to agreement on the terms of CVER's proposed investment in
the plaintiff's waste coal cogeneration facility under construction in
Sunnyside, Utah.  The Company filed an answer denying the allegations and both
sides had filed motions for summary judgment which were denied.  The plaintiff
had also submitted its Requests for Finding of Fact, in which it claimed
damages of approximately $8.7 million.  The case was settled shortly before
going to trial in early July 1996.

         On December 30, 1994, a lawsuit was filed in the United States
District Court for the District of Vermont, Civil Action No. 2:94-CV386, by
Bradford E. White, Michel J. Messier and John A. Wasik, against the Company,
its present directors and certain former directors.  This lawsuit (the
"Shareholder Suit"), which purports to be on behalf of a class of consumers as
well as on behalf of the Company's stockholders in enforcing the rights of the
Company, alleges, among other things, (i) that F. Ray Keyser, Jr., Chairman of
the Company's Board of Directors, violated Section 8 of the Clayton Act, 15
U.S.C. Subchapter 19, which precludes certain interlocking directorships, 
(ii) that Mr. Keyser violated his fiduciary duties to the Company's
stockholders by acquiring and operating a series of businesses in competition
with the Company without offering those business opportunities to the Company,
(iii) that the remaining individual defendants violated their fiduciary duties
to the Company's stockholders by failing to analyze, or to cause management to
analyze, diversification into propane and fossil fuels, and by failing to make
the Company an effective competitor of alternative fuel companies, and (iv)
that the Company violated the applicable provision of the Vermont General
Corporation Law by failing to provide a list of the Company's stockholders. 
The Shareholder Suit seeks an unspecified amount of damages (including treble
damages against Mr. Keyser), attorney's fees and costs, a list of the
Company's stockholders, and a court order to enjoin the defendants from
alleged continuing violations of the law.  Each of the individual defendants
and the Company itself deny the allegations against them and intend to
vigorously defend the Shareholder Suit.  The Company and its directors have
filed a Motion to Dismiss which is currently pending before the Court.

Items 2, 3 and 4.

         None.

Item 5.  Other Information.

         (a)  The National Energy Policy Act of 1992 and the Federal Energy
Regulatory Commission's (FERC) March 1995 Notice of Proposed Rule-making
(NOPR) promote wholesale competition in the electric utility industry.

         On April 24, 1996, under Order No. 888, FERC issued its final open
access rule promoting competition in the electric utility industry.  All
public utilities that own, control or operate facilities used for transmitting
electric energy in interstate commerce are required by Order No. 888 to file
an open access, non-discriminatory transmission tariff.  Order No. 888
requires public utilities to develop and maintain a same-time information
system that will give existing and potential transmission users the same
access to transmission information that the public utility enjoys and also
requires public utilities to separate transmission from generation marketing
functions and communications.  Also, Order No. 888 supports full recovery of
legitimate, prudent and verifi-able stranded costs associated with providing
open access transmission services.

         On April 24, 1996, the Company filed a settlement agreement with FERC
which addressed all rate issues raised in the Company's March 1, 1995 open
access Transmission Tariff No.6.  The single unresolved rate issue is set for
hearing.  After evaluating Order No. 888, the Company submitted, on July 9,
1996, compliance filing modifying the terms and conditions of Transmission
Tariff  No. 6 to conform to the non-rate terms and conditions of the pro forma
tariffs in Order No. 888.

         (b)  As ordered by the NHPUC in Connecticut Valley's 1994 C&LMPA
docket, the Company entered into negotiations with the NHPUC Staff to redesign
the RS-2 wholesale rate under which Connecticut Valley purchases power from
the Company.  The redesign features marginal cost based energy and capacity
charges for all energy and capacity purchases above or below a base level. 
Such negotiations concluded at the end of 1994.  A summary report was filed
with the NHPUC on February 13, 1995.  The NHPUC issued an order approving the
summary report in June 1995.  The Company is preparing the FERC filing which
it expects to file in 1996.  The redesigned rate is structured such that
Connecticut Valley's cost under the existing average cost rate structure of
wholesale power will be lower than it would have if Connecticut Valley's
growth rate exceeds that of the Company's Vermont retail operations.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits.

                   EXHIBIT INDEX
                   -------------

              Exhibit
              -------

              27.  Financial Data Schedule.

         (b)  Item 5. Other Events, dated April 30, 1996 re: Retail Rate Order
was filed on May 2, 1996.
<PAGE>
                                SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                   CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                                                  (Registrant)



                                   By            Francis J. Boyle
                                      --------------------------------------
                                         Francis J. Boyle, Vice President,
                                          Finance and Administration and 
                                          Principal Financial Officer



                                   By           James M. Pennington
                                      --------------------------------------
                                        James M. Pennington, Controller and
                                         Principal Accounting Officer









Dated  August 13, 1996

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This Financial Data Schedule contains summary financial information extracted
from the Consolidated Financial Statements included herein and is qualified in
its entirety by reference to such financial statements (dollars in thousands,
except per share amounts).
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      324,591
<OTHER-PROPERTY-AND-INVEST>                     56,148
<TOTAL-CURRENT-ASSETS>                          53,397
<TOTAL-DEFERRED-CHARGES>                        47,365
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                 481,501
<COMMON>                                        67,059
<CAPITAL-SURPLUS-PAID-IN>                       45,263
<RETAINED-EARNINGS>                             72,553
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 184,875
                           20,000
                                      8,054
<LONG-TERM-DEBT-NET>                           120,383
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                    1,015
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     18,845
<LEASES-CURRENT>                                 1,094
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 127,235
<TOT-CAPITALIZATION-AND-LIAB>                  481,501
<GROSS-OPERATING-REVENUE>                      145,636
<INCOME-TAX-EXPENSE>                             8,218
<OTHER-OPERATING-EXPENSES>                     121,786
<TOTAL-OPERATING-EXPENSES>                     130,004
<OPERATING-INCOME-LOSS>                         15,632
<OTHER-INCOME-NET>                               3,556
<INCOME-BEFORE-INTEREST-EXPEN>                  19,188
<TOTAL-INTEREST-EXPENSE>                         4,877
<NET-INCOME>                                    14,311
                      1,014
<EARNINGS-AVAILABLE-FOR-COMM>                   13,297
<COMMON-STOCK-DIVIDENDS>                         7,166
<TOTAL-INTEREST-ON-BONDS>                        8,142
<CASH-FLOW-OPERATIONS>                          40,938
<EPS-PRIMARY>                                     1.15
<EPS-DILUTED>                                        0
        

</TABLE>


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