CENTRAL VERMONT PUBLIC SERVICE CORP
S-3/A, 1996-08-19
ELECTRIC SERVICES
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<PAGE>
                                                No.  33-39691       

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                         AMENDMENT NO. 1
                               TO                                   
                      REGISTRATION STATEMENT
                           ON FORM S-3
                             under
                    THE SECURITIES ACT OF 1933

            CENTRAL VERMONT PUBLIC SERVICE CORPORATION
        (exact name of issuer as specified in its charter)

Vermont                                    03-0111290
(State or other jurisdiction of            (IRS Employer
incorporation or organization)             Identification No.)

                         77 Grove Street
                      Rutland, Vermont 05701
    (Address of principal executive offices, including zip code, 
     and telephone number, including area code, of registrant)

             CENTRAL VERMONT PUBLIC SERVICE CORPORATION
         DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN

Jonathan W. Booraem, Treasurer          With a copy to:
Central Vermont Public Service          Denise J. Deschenes, Esq.
Corporation                             Primmer & Piper, P.C.
77 Grove Street                         52 Summer St., PO Box 159
Rutland, VT 05701                       St. Johnsbury, VT 05819
(802) 747-5223                          (802) 748-5061

         (Name, address and telephone number, including 
                  area code, of agent for service)
   
Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. /_X_/

    
                            -----------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
/PAGE
<PAGE>
<PAGE>      
                             PART II
               INFORMATION NOT REQUIRED IN PROSPECTUS


Item 16.     Exhibits.

Exhibit
Number         Description of Exhibit
- -------        ----------------------

23             Consent of Independent Public Accounts
               --------------------------------------

               23.1  Consent of Arthur Andersen LLP <F1>

99             Exhibits
               --------

               99.1  Letter to Participants (accompanying new prospectus)     



(FN)
(F1) Previously filed.
(/FN)

</PAGE>

<PAGE>
<PAGE>
                          SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Rutland, State of Vermont, on the 
5th day of August, 1996.

                 CENTRAL VERMONT PUBLIC SERVICE CORPORATION

                 By: /s/ Robert H. Young
                    -------------------------------------
                    Robert H. Young
                    President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

Signature                       Title                        Date
- ---------                       -----                        ----
/s/ Robert H. Young
- ------------------------    President, Chief Executive       August 5, 1996
Robert H. Young             Officer, and Director

/s/ Francis J. Boyle
- ------------------------    Vice President Finance and       August 5, 1996
Francis J. Boyle            Administration and
                            Principal Financial Officer
/s/ James M. Pennington
- ------------------------    Controller and Principal         August 5, 1996
James M. Pennington         Accounting Officer

/s/ Frederic H. Bertrand
- ------------------------    Director                         August 5, 1996
Frederic H. Bertrand


- ------------------------    Director                         -------------
Elizabeth Coleman

/s/ Luther F. Hackett
- ------------------------    Director                         August 5, 1996
Luther F. Hackett

/s/ F. Ray Keyser, Jr.
- ------------------------    Director                         August 5, 1996
F. Ray Keyser, Jr.

/s/ Mary Alice McKenzie
- ------------------------    Director                         August 5, 1996
Mary Alice McKenzie


- ------------------------    Director                         -------------
Gordon P. Mills

/s/ Preston Leete Smith
- ------------------------    Director                         August 5, 1996
Preston Leete Smith

/s/ Robert D. Stout
- ------------------------    Director                         August 5, 1996
Robert D. Stout
</PAGE>

                                                   EXHIBIT 99.1
                                                  ------------------

Dear Plan Participant:

We have revised the Dividend Reinvestment and Common Stock Purchase Plan 
("Plan").  These amendments were necessary because of increased costs to 
maintain the Plan.  Please carefully review the enclosed prospectus which 
includes the following major changes to be effective November 11, 1996:

* Optional cash must be received by the 10th of the month or prior business 
day to be invested in the same month rather than the 5th of the month.

* Beneficial holders will be able to participate through brokers who wish to 
participate.

* A brokerage commission of $.05 per share to purchase stock and reinvest 
dividends will be paid by all participants in the Plan beginning November 
15, 1996.  The commission is generally lower than would otherwise be paid 
if an individual purchase of a like number of shares were made.

* Minimum optional cash payments per investment will be $100 rather than 
$50 commencing with cash received after November 8, 1996.  Maximum 
investment will be $6,000 per calendar quarter rather than $2,000 per 
investment date.

* Initial investments for non-stockholders will be $250 rather than $50.

* In the future - The Company reserves the right to charge fees related to 
fixed costs of the Plan. 

A notification will be mailed to all participants prior to initiating 
additional charges.

In addition, all shares allocated to participants under the Plan will be 
purchased on the open market by the Plan Agent; newly-issued shares will 
not be utilized. 

If you have any questions after reading this prospectus, please call the 
Shareholder Services Department at (800) 354-2877 (within the US) or 
(802) 747-5406.

Sincerely,



Jonathan W. Booraem
Treasurer

Enclosure


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