GREEN MOUNTAIN POWER CORP
U-3A-2, 1994-02-24
ELECTRIC SERVICES
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                                                         File No. 69-197

                               Form U-3A-2
                                    
                   SECURITIES AND EXCHANGE COMMISSION
                                    
                            Washington, D. C.


      Statement by Holding Company Claiming Exemption Under Rule  U-3A-2
from the Provisions of the Public Utility Holding Company Act of 1935.

                    GREEN MOUNTAIN POWER CORPORATION

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.   This
annual  statement  is being filed in connection with  the  ownership  by
Green  Mountain Power Corporation (the "Company") of (1)  17.9%  of  the
outstanding  common  stock of Vermont Yankee Nuclear  Power  Corporation
("Vermont  Yankee")  (see  File  No.70-4435)  and  (2)  29.5%   of   the
outstanding  common  stock  (Class  B)  and  30.0%  of  the  outstanding
preferred  stock  (Class  C)  of Vermont Electric  Power  Company,  Inc.
("VELCO")  (see  Application under Section  10  of  the  Public  Utility
Holding  Company Act of 1935 by the Company on Form U-1,  File  No.  70-
4840,  Administrative Proceeding No. 3-2330, and Order of the Securities
and  Exchange Commission, dated March 11, 1970, in connection therewith,
and  Holding  Company Act Release No. 16632).  In addition, the  Company
has  an  indirect  ownership interest in Vermont  Electric  Transmission
Company, Inc. ("VETCO"), a wholly-owned subsidiary of VELCO.

      The  Company owns 100% of the outstanding common stock of Mountain
Energy,  Inc.,  Green  Mountain  Propane  Gas  Company,  Vermont  Energy
Resources, Inc., GMP Real Estate Corporation and Lease-Elec, Inc.   None
of  these companies are, at the present time, a "public utility company"
as defined in the Act.

      In  support  of the Company's claim for exemption,  the  following
information is submitted.


      1.    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.

                                    
                    GREEN MOUNTAIN POWER CORPORATION

     The Company was incorporated under the laws of the State of Vermont
on  April  7, 1893, and has its principal executive office at  25  Green
Mountain Drive, South Burlington, 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  approximately  79,000
customers  as  of  December  31, 1993, in five  service  areas  with  an
estimated population of 195,000.  The principal territory furnished with
electricity  comprises  an area of roughly twenty-five  miles  in  width
extending  ninety  miles  across  north  central  Vermont  between  Lake
Champlain  on the west and the Connecticut River on the east.   Included
in this territory are the cities of Montpelier, Barre, South Burlington,
Vergennes and Winooski and the Village of Essex Junction, as well  as  a
number  of  smaller towns and communities.  The Company also distributes
electricity  in  four  noncontiguous  areas  located  in  southern   and
southeastern   Vermont  that  are  interconnected  with  the   Company's
principal  service  area through the transmission  lines  of  VELCO  and
others.   Included in these areas are the communities of  Vernon  (where
the  Vermont  Yankee  plant  is located),  Bellows  Falls,  White  River
Junction, Wilder, Wilmington and Dover.

       The  Company  supplies  at  wholesale  a  portion  of  the  power
requirements of several municipalities and cooperatives in the State  of
Vermont  and one cooperative in the State of New Hampshire.  In December
1986,  the Company entered into an agreement to supply at wholesale  the
total   power  requirements  of  The  Bozrah  Light  and  Power  Company
("Bozrah")  headquartered in Gilman, Connecticut.  Deliveries  of  power
under  that Agreement began in March 1987.  The December 1986  Agreement
was  terminated  effective May 1993 with the  approval  by  the  Federal
Energy  Regulatory  Commission of a three-party  agreement  between  the
Company,  Connecticut Light and Power and Bozrah.  In May  and  July  of
1989,  the  Company  entered into agreements with the Hardwick  Electric
Department  (Vermont) and the Northfield Electric Department  (Vermont),
respectively,  to supply at wholesale substantial power requirements  of
each.  Deliveries of power under the Hardwick agreement began in October
1989  and  expired May 1993.  Deliveries of power under  the  Northfield
agreement began in November 1989.  The Company interchanges economy  and
emergency power and energy with the New England Power Pool ("NEPOOL").

     The Company is the sole stockholder of Mountain Energy, Inc., Green
Mountain  Propane  Gas Company, GMP Real Estate Corporation  and  Lease-
Elec,  Inc.,  all incorporated under the laws of the State  of  Vermont.
The  business  of  Mountain  Energy,  Inc.  ("Mountain  Energy")  is  to
participate  in  non-utility  electric generation  projects.   In  1989,
Mountain  Energy indirectly acquired a 7.1% limited partnership interest
in a new 71.9 MW wind generating facility that is operating northeast of
San  Francisco.   In  1992, Mountain Energy indirectly  acquired  a  50%
limited  partnership interest in a 1.6 MW natural gas-fired cogeneration
facility  that  is  operating near Chicago.  In  1993,  Mountain  Energy
indirectly  acquired:   (1) a 1% general partnership  interest  and  49%
limited  partnership interest in a limited partnership that owns certain
rights  to  a  1.4  MW  hydroelectric facility that  is  operating  near
Bakersfield,  California; (2) a 36% limited partnership  interest  in  a
demand side management project installed in Honolulu, Hawaii; and (3)  a
25.7%  limited partnership interest in a 50 MW wind generating  facility
that  is  operating northeast of San Francisco.  The business  of  Green
Mountain Propane Gas Company ("GMPGC") is to distribute propane  gas  to
approximately  14,500 customers.  GMPGC is operated  as  an  independent
subsidiary  of  the  Company.   The business  of  GMP  Real  Estate  has
consisted  of  the construction, operation and lease to the  Company  of
certain  assets, principally, the headquarters building for the  Company
in  South Burlington, Vermont, as well as two service centers in Bellows
Falls   and   Wilmington,  Vermont.   GMP  Real  Estate,  however,   has
transferred the bulk of the properties and the improvements thereon to a
third  party  which,  in  turn, has leased them  to  the  Company.   The
business  of  Lease-Elec consists of the rental  and  sale  of  electric
thermal  storage heat equipment.  It is presently dormant and  does  not
have  any  material  assets and its business, in the aggregate,  is  not
significant to the Company.  Mountain Energy, GMP Real Estate and Lease-
Elec  are  not public utilities and are not qualified to do business  in
any state other than the State of Vermont.  A Mountain Energy subsidiary
that  owns a general partnership interest in the hydroelectric  facility
described above is qualified to do business in California.  GMPGC is not
a public utility and is qualified to do business in the State of Vermont
and the State of New Hampshire.

                VERMONT YANKEE NUCLEAR POWER CORPORATION

      Vermont Yankee was incorporated in Vermont on August 4, 1966,  and
has its principal office at Ferry Road, RD #5, Brattleboro, Vermont.

      The business of Vermont Yankee is the ownership and operation of a
nuclear  power plant at Vernon, Vermont, and the sale of electricity  at
the plant to those New England utilities, including the Company, who are
its sponsoring stockholders.

                  VERMONT ELECTRIC POWER COMPANY, INC.

      VELCO  was incorporated under the laws of the State of Vermont  on
December 28, 1956, and has its principal office at Pinnacle Ridge  Road,
Rutland, Vermont.

      VELCO  provides  transmission services 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   electric
distribution utilities.

      VELCO  has  agreements for single-unit power  purchases  which  it
resells  at its cost to various electric distribution utilities  in  the
State of Vermont.

      VELCO is a participant with all of the major electric utilities in
New England in the NEPOOL, acting for itself and as agent for twenty-two
other electric utilities in Vermont, including the Company, 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.

      VETCO, a wholly-owned subsidiary of VELCO, was incorporated  under
the  laws of the State of Vermont on May 13, 1982, and has its principal
office at Pinnacle Ridge Road, Rutland, Vermont.

      VETCO has entered into a Phase I Vermont Transmission Line Support
Agreement with the New England utilities listed in Attachment A  thereto
dated as of December 1, 1981, and associated agreements relating to  the
Vermont  portion  of  a transmission line interconnecting  the  electric
systems in New England with the electric system of Hydro-Quebec.   Phase
I  of  the interconnection consists of a +-450 KV HVDC transmission line
from  the  Des  Cantons  Substation  on  the  Hydro-Quebec  system  near
Sherbrooke, Canada, to a converter terminal having a capacity of 690  MW
at  the Comerford Generating Station in New Hampshire on the Connecticut
River.   The  transmission line and terminal  were  declared  to  be  in
commercial  operation  on  October  1,  1986.   Hydro-Quebec  built  the
Canadian portion of Phase I.  VETCO constructed and operates the portion
from  the  Canadian border through Vermont to the New Hampshire  border.
The  terminal  facility  is owned by a subsidiary  of  the  New  England
Electric System ("NEES").  Phase II of the interconnection expanded  the
Phase  I  capability to 2,000 MW through the extension of the  +-450  KV
HVDC transmission line from the Comerford terminal in New Hampshire to a
terminal facility located at the Sandy Pond Substation in Massachusetts.
Agreements  relative to this second phase have been executed  by  Hydro-
Quebec, NEPOOL and various New England utilities, including the Company.

                     VERMONT ENERGY RESOURCES, INC.

      Vermont  Energy Resources was incorporated under the laws  of  the
State  of Vermont on July 30, 1974, and has its principal office  at  25
Green Mountain Drive, South Burlington, Vermont.

      Vermont  Energy  Resources entered into  an  Agreement  for  Joint
Ownership,  Construction and Operation of the J.  C.  McNeil  Generating
Station,  dated October 5, 1982, (the "Joint Ownership Agreement")  with
the  City of Burlington Electric Department ("BED"), C. V. Realty,  Inc.
and   Vermont  Public  Power  Supply  Authority.   The  Joint  Ownership
Agreement  relates  to  the  J. C. McNeil generating  station,  a  53-MW
(nominal  rating) wood-fired electric generating station in  Burlington,
Vermont  and  associated facilities (the "Station").  The Station  began
commercial operation in June 1984.  On January 10, 1984, Vermont  Energy
Resources transferred its entire interest in the Station to the  Company
as permitted by provisions of the Joint Ownership Agreement.

                          MOUNTAIN ENERGY, INC.

     Mountain Energy, Inc., was incorporated under the laws of the State
of  Vermont  on December 11, 1989, and has its principal  office  at  25
Green Mountain Drive, South Burlington, Vermont.

       Mountain  Energy  indirectly  owns  interests  in  four  electric
generating  assets,  an  electric  energy  efficiency  project  and   no
transmission assets.  In 1989, Mountain Energy made its first investment
by  indirectly acquiring a 7.1% limited partnership interest  in  a  new
71.9  MW  wind  generating facility being constructed northeast  of  San
Francisco,  California.   The  first  20  MW  of  the  facility   became
operational  in  1989, and the remaining 51.9 MW became  operational  in
1990.   In  1992,  Mountain Energy indirectly  acquired  a  50%  limited
partnership interest in a 1.6 MW natural gas-fired cogeneration facility
operating  near Chicago, Illinois.  In 1993, Mountain Energy  indirectly
acquired:   (1)  a  1%  general partnership  interest  and  49%  limited
partnership  interest in a limited partnership that owns certain  rights
to  a  1.4 MW hydroelectric facility that is operating near Bakersfield,
California;  (2)  a 36% limited partnership interest in  a  demand  side
management  project  installed in Honolulu,  Hawaii;  and  (3)  a  25.7%
limited partnership interest in a 50 MW wind generating facility that is
operating   northeast  of  San  Francisco.   All  of  these   generating
facilities  are qualifying facilities, as defined by the Public  Utility
Regulatory Policies Act.

      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, is detailed below.
                                    
                    GREEN MOUNTAIN POWER CORPORATION

      The  Company's properties are operated as a single system  serving
five areas in Vermont which are interconnected by transmission lines  of
VELCO.   The  Company  owns and operates eight hydroelectric  generating
stations  with  a  total nameplate rating of 35.2 MW  and  an  estimated
effective  capability  of 35.7 MW, two gas turbine  generating  stations
with an aggregate nameplate rating of 65.6 MW and an aggregate effective
capability  of  71.5  MW  and  two diesel generating  stations  with  an
aggregate effective capability of 8.4 MW.

      The Company had, at December 31, 1993, approximately 1.5 miles  of
115  KV  transmission lines, 9.4 miles of 69 KV transmission lines,  5.4
miles  of  44  KV  transmission  lines,  and  265.1  miles  of  34.5  KV
transmission lines.  Its distribution system included about 2,336  miles
of  overhead lines of 2.4 to 34.5 KV and 392 miles of underground  cable
of  2.4  to  34.5  KV.   At such date, the Company  owned  approximately
156,775   Kva   of  substation  transformer  capacity  in   transmission
substations  and  433,150  Kva  of substation  transformer  capacity  in
distribution substations and 1,207,299 Kva of transformers for  stepdown
from  distribution to customer use.  All of the foregoing properties  of
the Company are located in the State of Vermont.

      The  Company's  system is interconnected at locations  within  the
State  of  Vermont  with  the  lines of out-of-state  utilities  in  New
Hampshire  and  Massachusetts at thirteen points along the  eastern  and
southern  borders of the State.  The transmission lines of  the  Company
are  interconnected  at  four points in northeastern  Vermont  with  the
transmission lines of utilities in the State of New Hampshire.

      The Company is a participant, with other New England utilities, in
three  major  electric generating stations pursuant to  joint  ownership
agreements.   Under  each  such  Agreement,  the  lead  participant  has
undertaken to construct and operate the plant for all participants.  The
Company  is  not the lead participant in these plants.  The  plants  and
locations and the amount of the Company's participation, are as follows:

          A.   Wyman  #4,  Yarmouth,  Maine -- 1.1%  (7.1  MW)  --  lead
               participant is Central Maine Power Company;

          B.   Stony Brook #1, Ludlow, Massachusetts -- 8.8% (30.2 MW) -
               -  lead  participant is Massachusetts Municipal Wholesale
               Electric Company;

          C.   Joseph  C. McNeil Generating Station, Burlington, Vermont
               --  11%  (5.8  MW)  --  lead  participant  is  Burlington
               Electric Department.

      The Company has acquired title to its percentage interests in  the
Wyman,  Stony  Brook and McNeil projects.  Wyman became  operational  in
1979; Stony Brook in December 1981; and McNeil in June 1984.

                VERMONT YANKEE NUCLEAR POWER CORPORATION

      Vermont  Yankee constructed a nuclear-powered electric  generating
plant  with  a nameplate capability of 540 MW.  The plant is located  on
the Connecticut River in Vernon, Vermont.

                  VERMONT ELECTRIC POWER COMPANY, INC.

      VELCO has no generating facilities, but has approximately 483 pole
miles  of  transmission  lines  and twenty-five  associated  substations
located  in the State of Vermont.  VELCO's properties interconnect  with
the  lines of the New York Power Authority 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, near 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 line jointly  owned
by several Vermont utilities.  All of its transmission facilities are in
Vermont,  except for approximately 4.3 pole miles of transmission  lines
in New Hampshire.

               VERMONT ELECTRIC TRANSMISSION COMPANY, INC.

      VETCO does not own any generating or distribution facilities.   It
is  not  contemplated that VETCO will acquire any generating facilities.
VETCO  owns and operates the 52-mile Vermont portion of the transmission
interconnection with Hydro-Quebec.

                     VERMONT ENERGY RESOURCES, INC.

     Vermont Energy Resources does not have any generating, transmission
or  distribution facilities in place.  Its only material asset  was  its
11%  ownership  interest (5.8 MW) in the 53 MW J. C.  McNeil  Generating
Station  in  Burlington,  Vermont.  This asset was  transferred  to  the
Company on January 10, 1984.

                          MOUNTAIN ENERGY, INC.

     Mountain Energy, Inc. does not have any generating, transmission or
distribution  facilities in place.  It has five  material  assets:   its
indirect ownership of (1) a 7.1% limited partnership interest in a  71.9
MW  qualifying facility that uses wind turbines in California; (2) a 50%
limited  partnership interest in a 1.6 MW qualifying facility that  uses
natural  gas  in Illinois; (3) a 1% general partnership and 49%  limited
partnership  interest in a limited partnership that owns certain  rights
to  a 1.4 MW qualifying facility that uses hydropower in California; (4)
a  36%  limited partnership interest in an energy efficiency project  in
Hawaii;  and  (5)  a  25.7% limited partnership  interest  in  a  50  MW
qualifying facility that uses wind turbines in California.


      3.    Information  for  the last calendar  year  with  respect  to
claimant  and  each  of its subsidiary public utility  companies  is  as
follows:

          A.   Number  of  kWh  of electric energy sold  (at  retail  or
               wholesale),  and  MCF  of  natural  or  manufactured  gas
               distributed at retail:

                    GREEN MOUNTAIN POWER CORPORATION
                                Year 1993
               
                               Electric   2,005,253,000*
                               Gas:       None

                                           *Does   not  include  Vermont
               Department  of  Public  Service  residential   sales   of
               15,425,400 kWh

                VERMONT YANKEE NUCLEAR POWER CORPORATION
                                Year 1993
               
                               Electric:  3,371,149,000
                               Gas:          None
                                    
                  VERMONT ELECTRIC POWER COMPANY, INC.
                                Year 1993
               
                               Electric:  884,463,420
                               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 such company is
               organized.
                                    
                    GREEN MOUNTAIN POWER CORPORATION
                                Year 1993
               
                               Electric:  None
                               Gas:       None
               
                                    
                VERMONT YANKEE NUCLEAR POWER CORPORATION
                                Year 1993
               
                               Electric:  None
                               Gas:       None
               
                  VERMONT ELECTRIC POWER COMPANY, INC.
                                Year 1993
               
                               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:

                    GREEN MOUNTAIN POWER CORPORATION
                                Year 1993
               
                               Electric:  275,791,500
                               Gas:       None
               
                VERMONT YANKEE NUCLEAR POWER CORPORATION
                                Year 1993
               
                               Electric: 1,517,467,050
                               Gas:      None
               
                  VERMONT ELECTRIC POWER COMPANY, INC.
                                Year 1993
               
                               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:

                    GREEN MOUNTAIN POWER CORPORATION
                                Year 1993
               
                               Electric:  1,263,162,000
                               Gas:       None
                                    
                VERMONT YANKEE NUCLEAR POWER CORPORATION
                                Year 1993
               
                               Electric:  None
                               Gas:       None
               
                                    
                  VERMONT ELECTRIC POWER COMPANY, INC.
                                Year 1993
               
                               Electric:  639,989,390
                               Gas:       None
               
               VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                                   and
                     VERMONT ENERGY RESOURCES, INC.

               VETCO  owns and operates a 52-mile transmission  line  as
               part  of the Phase I project.  VETCO does not buy or sell
               electric  energy.   VER  transferred  the  J.  C.  McNeil
               generation  station  to the Company  before  the  station
               became  operational in 1984.  Therefore, these  companies
               have  not made any sales or purchases of electric  energy
               in 1993.


      4.    The  following  information for the  reporting  period  with
respect to claimant and each interest it holds directly or indirectly in
an  EWG or a 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.

               None


          B.   Name  of  each system company that holds an  interest  in
               such  EWG or foreign utility company; and description  of
               the interest held.

               None


          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.

               None


          D.   Capitalization and earnings of the EWG or foreign utility
               company during the reporting period.

               None


          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



EXHIBIT A

      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 are  attached
hereto.


EXHIBIT B

     Financial Data Schedule

     1.   Total Assets                  $291,854,552.00

     2.   Total Operating Revenues      $147,253,359.00

     3.   Net Income                    $ 10,631,377.00


EXHIBIT C

      An  organizational chart showing the relationship of each  EWG  or
foreign  utility  company to associate companies in the  holding-company
system.

     Not applicable
                                                         File No. 69-197


                             SIGNATURE PAGE
                                    
                                    
      The  above-named  claimant has caused this statement  to  be  duly
executed  on  its behalf by its authorized officer on this 24th  day  of
February, 1994.


                               GREEN MOUNTAIN POWER CORPORATION
                                      (name of claimant)

(Corporate Seal)

                               By:        /s/E. M. Norse
                                    E. M. Norse, Vice President,
                                    Chief Financial Officer and
                                    Treasurer


[SEAL]

Attest:


       /s/D. S. Laffan
D. S. Laffan
Corporate Secretary


Name,  title  and address of officer to whom notices and  correspondence
concerning this statement should be addressed:


      /s/G. J. Purcell
G. J. Purcell
Controller


Green Mountain Power Corporation
25 Green Mountain Drive
P. O. Box 850
South Burlington, VT  05402-0850




                                                            EXHIBIT A  

            VERMONT YANKEE NUCLEAR POWER CORPORATION
    STATEMENT OF OPERATIONS AND CHANGES IN RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1993


Operating revenues                                        $180,144,800

Operating expenses
  Fuel                                                      19,526,541
  Other operation expense                                   74,012,715
  Maintenance expense                                       31,405,098
  Depreciation and amortization expense                     13,706,898
  Decommissioning expense                                   11,315,127
  Taxes on income                                            3,776,845
  Property and other taxes                                   9,960,792
                                                        ---------------
    Total operating expenses                               163,704,016
                                                        ---------------
    Net operating income                                    16,440,784
                                                        ---------------
Other income and deductions
  Decommissioning fund income                                5,653,291
  Decommissioning expense                                   (5,653,291)
  Other income                                               1,602,129
  Allowance for equity funds used during construction           92,361
  Other income deductions                                     (284,149)
  Taxes on other income                                       (623,475)
                                                        ---------------
    Total other income and deductions                          786,866
                                                        ---------------
    Income before interest charges                          17,227,650
                                                        ---------------
Interest charges
  First mortgage bonds long-term debt, net                   6,530,205
  Other long-term debt                                         564,075
  Interest on spent fuel disposal fee obligation             2,449,722
  Other interest expense                                       187,033
  Allowance for borrowed funds used during construction       (296,638)
                                                        ---------------
     Total interest charges                                  9,434,397
                                                        ---------------
Net income                                                   7,793,253
Retained earnings at beginning of period                     1,178,240
Dividends declared-common stock $100 par value               7,904,784
                                                        ---------------
Retained earnings at end of period                          $1,066,709
                                                        ===============

Net income                                                   7,793,253
Weighted average number of common shares outstanding           392,481
Earnings per share of common stock                               19.86
Dividends per share of common stock                              20.14




            VERMONT YANKEE NUCLEAR POWER CORPORATION
                     BALANCE SHEET
                   DECEMBER 31, 1993

ASSETS

UTILITY PLANT

Electric plant, at cost                                   $374,736,190
 Less accumulated depreciation                             198,388,570
                                                        ---------------
                                                           176,347,620
Construction work in progress                                  596,626
                                                        ---------------
    Net electric plant                                     176,944,246
                                                        ---------------
Nuclear fuel at cost
  Assemblies in reactor                                     69,063,266
  Spent fuel                                               287,699,413
                                                        ---------------
                                                           356,762,679
Less accumulated amortization                              324,258,392
                                                        ---------------
  Net nuclear fuel                                          32,504,287
                                                        ---------------
  Net utility plant                                        209,448,533
                                                        ---------------

CURRENT ASSETS
Cash and temporary investments                               2,349,251
  Accounts receivable                                       16,433,337
  Income taxes receivable                                      322,627
  Materials and supplies, net of amortizaton                17,081,399
  Prepaid expenses                                           3,949,373
                                                        ---------------
    Total current and accrued assets                        40,135,987
                                                        ---------------
DEFERRED CHARGES
  Deferred decommissioning costs                            34,378,878
  Accumulated deferred income tax                           18,230,663
  Deferred DOE enrichment site decontamination
    and decommissioning fee                                 18,627,474
  Net unamortized loss on reacquired debt                    2,942,273
  Unamortized debt expense                                     720,047
  Other deferred debits                                      2,216,124
                                                        ---------------
    Total deferred charges                                  77,115,459
                                                        ---------------
INVESTMENTS AND LONG-TERM FUNDS
  Decommissioning fund                                      98,879,745
  Spent fuel disposal fee defeasance fund                   43,483,537
  Other                                                        706,651
                                                        ---------------
                                                           143,069,933
                                                        ---------------
Total assets                                              $469,769,912
                                                        ===============


            VERMONT YANKEE NUCLEAR POWER CORPORATION
                     BALANCE SHEET
                   DECEMBER 31, 1993

CAPITALIZATION AND LIABILITIES

Capitalization
  Common stock investment                                  $54,164,478
  Long-term debt                                            79,636,133
                                                        ---------------
    Total capitalization                                   133,800,611
                                                        ---------------

Spent fuel disposal fee                                     39,284,624
Accrued interest on spent fuel disposal fee                 41,403,533

Current and accrued liabilities
  Accounts payable                                          19,304,868
  Accrued interest                                             634,769
  Accrued taxes                                              1,205,586
  Other postemployment benefits                              1,745,701
   Other current and accrued liabilities                     9,129,523
                                                        ---------------
    Total current and accrued liabilities                   32,020,447
                                                        ---------------

Deferred credits and reserves
  Accrued decommissioning costs                            134,614,116
  Accumulated deferred income taxes                         56,477,675
  Net regulatory tax liability                               8,351,281
  Accumulated deferred investment tax credit                 7,012,692
  Accrued DOE enrichment site decontamination
    and decommissioning fee                                 15,966,406
  Other deferred credits                                       838,527
                                                        ---------------
    Total deferred credits and reserves                    223,260,697
                                                        ---------------

Total capitalization and liabilities                      $469,769,912
                                                        ===============


              VERMONT ELECTRIC POWER COMPANY, INC.
           STATEMENT OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1993

Operating revenues
  Transmission service                                     $17,670,826
  Rent of transmission facilities to others                    220,632
  Sales to other utilities                                  32,337,422
                                                        ---------------
    Total operating revenues                                50,228,880
                                                        ---------------

Operating expenses
  Purchased power                                           32,337,422
  Transmission expenses
   Operation                                                 1,520,973
   Maintenance                                               1,513,183
   Charges for transmission facilities of others               107,668
                                                        ---------------
     Total transmission expenses                             3,141,824

Administrative and general expenses                          4,036,434
Depreciation and amortization                                3,753,154
Taxes other than income taxes                                1,989,442
Income taxes                                                   547,222
                                                        ---------------
    Total operating expenses                                45,805,498
                                                        ---------------
    Operating income                                         4,423,382

Other income
  Interest                                                     209,137
  Amortization of investment tax credit                         66,672
  Equity in subsidiary earnings                                828,255
                                                        ---------------
    Total other income                                       1,104,064
                                                        ---------------
    Operating and other income                               5,527,446
                                                        ---------------

Interest and other deductions
  Interest on bonds                                          3,249,230
  Interest on capital leases                                    53,803
  Other interest expense                                       415,417
  Allowance for borrowed funds used during construction        (45,334)
  Amortization of debt expense                                  35,786
  Amortization of loss on reacquired debt                      443,566
  Other deductions                                                  50
                                                        ---------------
    Total interest and other deductions                      4,152,518

Net income - common                                            546,672
Net income - preferred                                         828,256
                                                        ---------------
    Net income                                               1,374,928
Retained earnings at beginning of period-common                125,828
Retained earnings at beginning of period-preferred             106,961
                                                        ---------------
                                                             1,607,717
Deduct dividends declared-common                               540,000
Deduct dividends declared-preferred                            875,000
                                                        ---------------
Retained earnings at end of period-common                      132,500
Retained earnings at end of period-preferred                    60,217
                                                        ---------------
Retained earnings at end of period                            $192,717
                                                        ===============


              VERMONT ELECTRIC POWER COMPANY, INC.
                        BALANCE SHEET
                      DECEMBER 31, 1993

ASSETS
Utility plant, at original cost                            $90,407,082
  Less accumulated depreciation and amortization            42,523,316
                                                        ---------------
Net utility plant                                           47,883,766

Investment in subsidiary at equity                           5,260,216

Current assets
  Cash                                                         245,862
  Bond sinking fund deposits                                   563,333
  Bond interest deposits                                       283,987
  Accounts receivable                                       10,647,139
  Notes receivable from subsidiary                             700,000
  Materials and supplies at average cost                     1,328,079
  Cash surrender value of life insurance                       734,966
  Other                                                        677,358
                                                        ---------------
    Total current assets                                    15,180,724

Unamortized debt expense                                       324,426

Miscellaneous                                                1,549,608
                                                        ---------------
Total assets                                               $70,198,740
                                                        ===============


              VERMONT ELECTRIC POWER COMPANY, INC.
                        BALANCE SHEET
                      DECEMBER 31, 1993

CAPITALIZATION AND LIABILITIES

Capitalization
  Stockholders' investment
   Common stock, $100 par value per share:
    Class B                                                 $6,000,000
    Retained earnings                                          132,500
                                                        ---------------
     Total common stock investment                           6,132,500
                                                        ---------------
   Preferred stock, $100 par value per share
    Class C                                                 10,000,000
    Return of capital                                       (4,800,000)
    Retained earnings                                           60,217
                                                        ---------------
   Total preferred stock investment                          5,260,217
                                                        ---------------
   Total stockholders' investment                           11,392,717
                                                        ---------------

  First mortgage bonds:
    Series H, 12.875% due 2000                               8,278,000
    Series I, 8.75% due 2000                                 5,485,000
    Series J, 5.71% due 2003                                27,500,000
                                                        ---------------
                                                            41,263,000
  Less bonds to be retired within one year                   3,584,000
                                                        ---------------
                                                            37,679,000
                                                        ---------------

  Other secured debt:
    BancBoston Chattel lease #1                                  9,607
    BancBoston Chattel lease #2                                 26,999
    BancBoston Chattel lease #3                                116,500
    BancBoston Chattel lease #4                                 31,414
    BancBoston Chattel lease #5                                 57,174
    BancBoston Chattel lease #6                                 94,340
    BancBoston Chattel lease #7                                143,002
    BancBoston Chattel lease #8                                 62,993
                                                        ---------------
                                                               542,029
  Less secured debt to be retired within one year              278,488
                                                        ---------------
                                                               263,541
                                                        ---------------
     Total capitalization                                   49,335,258
                                                        ---------------

Capital lease obligations-noncurrent                            21,741

Current liabilities
  Current maturities of long-term obligation                 3,917,865
  Accounts payable                                           8,894,136
  Accrued interest on bonds                                    283,987
  Accrued taxes                                                 54,856
  Other                                                         29,616
                                                        ---------------
    Total current liabilities                               13,180,460
                                                        ---------------

Deferred income taxes                                        1,510,559
Regulatory liability                                         2,706,447
Unamortized investment tax credits                             931,346
Deferred compensation                                        2,024,819
Pensions and benefits                                          488,110
                                                        ---------------
Total capitalization and liabilities                       $70,198,740
                                                        ===============


            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
            STATEMENT OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1993

Operating revenues
  Phase I support charges                                   $6,504,504
  Rental income                                                  4,710
                                                        ---------------
    Total operating revenues                                 6,509,214

Operating expenses
  Transmission expenses
    Operation                                                   22,791
    Maintenance                                                132,135
                                                        ---------------
     Total transmission expenses                               154,926

  Administrative and general expenses                          180,096
  Depreciation and amortization                              2,541,821
  Taxes other than income taxes                                519,053
  Income taxes                                                 534,364
                                                        ---------------
     Total operating expenses                                3,930,260
                                                        ---------------
     Operating income                                        2,578,954

Other income
  Interest                                                         301
  Amortization of investment tax credits                        89,916
                                                        ---------------
    Total other income                                          90,217
                                                        ---------------
    Total operating and other income                         2,669,171
                                                        ---------------

Interest and other deductions:
  Interest on long-term secured notes                        1,718,873
  Interest on debt to associated companies                       1,766
  Other interest expense                                        74,735
  Amortization of debt expense                                  45,541
                                                        ---------------
    Total interest and other deductions                      1,840,915

Net income                                                     828,256

Retained earnings at beginning of period                       106,961
                                                        ---------------
                                                               935,217

Deduct dividends declared                                      875,000
                                                        ---------------
Retained earnings at end of period                             $60,217
                                                        ===============


            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1993

ASSETS
Utility plant, at original cost                            $47,763,473
  Less accumulated depreciation and amortization            17,791,784
                                                        ---------------
Net utility plant                                           29,971,689

Current assets
  Cash                                                          61,518
  Accounts receivable-associated companies                       6,771
  Materials and supplies at average costs                      123,596
  Prepayments                                                  483,425
  Other                                                            432
                                                        ---------------
    Total current assets                                       675,742

Unamortized debt expense                                       215,704
                                                        ---------------
Total assets                                               $30,863,135
                                                        ===============


            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1993

CAPITALIZATION AND LIABILITIES

Capitalization:
  Stockholders' equity:
    Common stock, $100 par value per share                      $1,000
    Miscellaneous paid-in-capital                            5,199,000
    Retained earnings                                           60,217
                                                        ---------------
     Total common stock equity                               5,260,217
                                                        ---------------

Long-term secured notes, 8.48% due 2006                     19,120,000

Less notes to be retired within one year                     2,240,000
                                                        ---------------
                                                            16,880,000
                                                        ---------------
     Total capitalization                                   22,140,217

Current liabilities
  Notes to be retired within one year                        2,240,000
  Notes payable                                              2,250,000
  Accounts payable - associated companies                       30,878
  Accounts payable - nonassociated companies                    26,077
  Accrued interest on notes                                     63,645
  Accrued taxes                                                 26,584
                                                        ---------------
    Total current liabilities                                4,637,184

Regulatory liability                                           308,794
Deferred income taxes                                        2,669,351
Deferred investment tax credits                              1,107,589
                                                        ---------------
Total capitalization and liabilities                       $30,863,135
                                                        ===============

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
           CONSOLIDATING STATEMENT OF INCOME
          FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
                                                             GMPC           VER          Total      Eliminations   Consolidated


<S>                                                       <C>                     <C> <C>                      <C>  <C> 
Operating Revenues                                        $147,253,359            $0  $147,253,359             $0   $147,253,359
                                                        -------------------------------------------------------------------------
Operating Expenses
  Power Supply                                                                                                                 0
    VY Nuclear Power Corporation                            29,784,579                  29,784,579                    29,784,579
    Company-owned generation                                 3,150,107                   3,150,107                     3,150,107
    Purchases from others                                   46,065,536                  46,065,536                    46,065,536
Other operating                                             17,353,206                  17,353,206                    17,353,206
Transmission                                                10,775,102                  10,775,102                    10,775,102
Maintenance                                                  4,351,797                   4,351,797                     4,351,797
Depreciation & amortizaton                                   8,572,266                   8,572,266                     8,572,266
Taxes other than income                                      6,125,778                   6,125,778                     6,125,778
Income taxes                                                 6,249,230                   6,249,230                     6,249,230
                                                        -------------------------------------------------------------------------
      Total operating expenses                             132,427,601             0   132,427,601              0    132,427,601
                                                        -------------------------------------------------------------------------
        Operating income                                    14,825,758             0    14,825,758              0     14,825,758
                                                        -------------------------------------------------------------------------
Other Income
  Equity in earnings of affiliates and non-utility opera     1,923,263                   1,923,263        417,709      2,340,972
  Allowance for equity funds used during construction          272,612                     272,612                       272,612
  Other income and deductions, net                             437,879                     437,879       (417,709)        20,170
                                                        -------------------------------------------------------------------------
    Total other income                                       2,633,754             0     2,633,754              0      2,633,754
                                                        -------------------------------------------------------------------------
      Income before interest charges                        17,459,512             0    17,459,512              0     17,459,512
                                                        -------------------------------------------------------------------------
Interest Charges
  Long-term debt                                             6,538,602                   6,538,602                     6,538,602
  Other                                                        646,497                     646,497                       646,497
  Allowance for borrowed funds used during construction       (356,964)                   (356,964)                     (356,964)
                                                        -------------------------------------------------------------------------
    Total interest charges                                   6,828,135             0     6,828,135              0      6,828,135
                                                        -------------------------------------------------------------------------
Net Income                                                  10,631,377             0    10,631,377              0     10,631,377
Dividends on preferred stock                                   811,181                     811,181                       811,181
                                                        -------------------------------------------------------------------------
Net Income Applicable to Common Stock                       $9,820,196            $0    $9,820,196             $0     $9,820,196
                                                        =========================================================================
</TABLE>

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
      CONSOLIDATING STATEMENT OF RETAINED EARNINGS
          FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
                                                             GMPC           VER          Total      Eliminations   Consolidated

<S>                                                        <C>               <C>       <C>                     <C>   <C>
Balance - January 1,1993                                   $24,803,235       ($1,897)  $24,801,338             $0    $24,801,338
Net income                                                  10,631,377             0    10,631,377                    10,631,377
                                                        -------------------------------------------------------------------------
  Total                                                     35,434,612        (1,897)   35,432,715              0     35,432,715

Charges:
  Dividends on Capital Stock
    Preferred - 4.75% Class B,$4.75 per share                   19,594                      19,594                        19,594
        -7% Class C,$7 per share                                38,850                      38,850                        38,850
        -9 3/8% Class D,Series 1,$9.375 per share              146,250                     146,250                       146,250
        -8 5/8% Class D,Series 3,$8.625 per share              603,750                     603,750                       603,750

    Common                                                   9,395,709                   9,395,709                     9,395,709
Other                                                                0                           0                             0
                                                        -------------------------------------------------------------------------
    Total                                                   10,204,153             0    10,204,153              0     10,204,153
                                                        -------------------------------------------------------------------------
Balance - December 31, 1993                                $25,230,459       ($1,897)  $25,228,562             $0    $25,228,562
                                                        =========================================================================
</TABLE>

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
              CONSOLIDATING BALANCE SHEET
                    DECEMBER 31, 1993
<CAPTION>
                                                             GMPC           VER          Total      Eliminations   Consolidated


                         ASSETS
ELECTRIC UTILITY

<S>                                                       <C>                   <C>   <C>                      <C>  <C>
Utility Plant                                                                                                
  Utility plant, at original cost                         $214,977,046          $541  $214,977,587             $0   $214,977,587
  Less accumulated depreciation                             64,225,801                  64,225,801                    64,225,801
                                                        -------------------------------------------------------------------------
     Net utility plant                                     150,751,245           541   150,751,786              0    150,751,786
  Property under capital lease                              11,028,825                  11,028,825                    11,028,825
  Construction work in progress                              9,630,658                   9,630,658                     9,630,658
                                                        -------------------------------------------------------------------------
          Total utility plant, net                         171,410,728           541   171,411,269              0    171,411,269
                                                        -------------------------------------------------------------------------
Other Investments
  Associated companies, at equity
    Vermont Electric Power Company                           3,387,862                   3,387,862                     3,387,862
    VY Nuclear Power Corporation                             9,744,721                   9,744,721                     9,744,721
    Other                                                   26,235,834                  26,235,834    (18,961,564)     7,274,270
  Other investments                                          2,121,300                   2,121,300                     2,121,300
                                                        -------------------------------------------------------------------------
        Total other investments                             41,489,717             0    41,489,717    (18,961,564)    22,528,153
                                                        -------------------------------------------------------------------------
Current Assets
  Cash                                                          50,007                      50,007                        50,007
  Special deposits                                                 210                         210                           210
  Accounts receivable,customers&others,                                                                                        0
    less allowance for doubtful accounts                    14,813,560            57    14,813,617                    14,813,617
  Accrued utility revenues                                   6,138,069                   6,138,069                     6,138,069
  Fuel,materials & and supplies at average cost              2,840,930                   2,840,930                     2,840,930
  Prepayments                                                1,984,452                   1,984,452                     1,984,452
  Other                                                      1,116,331                   1,116,331                     1,116,331
                                                        -------------------------------------------------------------------------
          Total current assets                              26,943,559            57    26,943,616              0     26,943,616
                                                        -------------------------------------------------------------------------

Deferred Charges and Other                                  42,344,899                  42,344,899                    42,344,899

NON UTILITY 
 Cash and Cash Equivalents                                     177,335                     177,335                       177,335
 Other Current Assets                                        3,479,380                   3,479,380                     3,479,380
 Property and Equipment                                     11,330,787                  11,330,787                    11,330,787
 Intangible Assets                                           3,483,848                   3,483,848                     3,483,848
 Other Assets                                                9,485,499                   9,485,499        669,168     10,154,667
                                                        -------------------------------------------------------------------------
                                                            27,956,849             0    27,956,849        669,168     28,626,017
                                                        -------------------------------------------------------------------------

TOTAL ASSETS                                              $310,145,752          $598  $310,146,350   ($18,292,396)  $291,853,954
                                                        =========================================================================
</TABLE>


<TABLE>
            GREEN MOUNTAIN POWER CORPORATION
              CONSOLIDATING BALANCE SHEET
                    DECEMBER 31, 1993
<CAPTION>
                                                             GMPC           VER          Total      Eliminations   Consolidated

             CAPITALIZATION AND LIABILITIES

ELECTRIC UTILITY

<S>                                                        <C>                  <C>    <C>                    <C>    <C>        
Capitalization
  Common Stock
    Par value                                              $15,119,635          $500   $15,120,135             $0    $15,120,135
    Additional paid-in capital                              57,178,630                  57,178,630                    57,178,630
    Retained earnings                                       25,230,459        (1,897)   25,228,562                    25,228,562
    Reacquired capital stock                                  (378,461)                   (378,461)                     (378,461)
                                                        -------------------------------------------------------------------------
          Total common stock equity                         97,150,263        (1,397)   97,148,866              0     97,148,866
                                                        -------------------------------------------------------------------------
Redeemable cumulative preferred stock                        9,385,000                   9,385,000                     9,385,000

Long-term debt, less current maturities                     79,800,000                  79,800,000                    79,800,000
                                                        -------------------------------------------------------------------------
          Total capitalization                             186,335,263        (1,397)  186,333,866              0    186,333,866
                                                        -------------------------------------------------------------------------
Capital lease obligation                                    11,028,825                  11,028,825                    11,028,825
                                                        -------------------------------------------------------------------------
Current Liabilities
  Current maturities of long-term debt                       1,800,000                   1,800,000                     1,800,000
  Short-term debt                                           19,015,816                  19,015,816                    19,015,816
  Accounts payable, trade                                    8,371,257         1,995     8,373,252                     8,373,252
  Accounts payable to associated companies                   1,809,206                   1,809,206      2,493,506      4,302,712
  Dividends declared                                           199,031                     199,031                       199,031
  Customer deposits                                          1,196,914                   1,196,914                     1,196,914
  Taxes accrued                                                397,309                     397,309                       397,309
  Interest accrued                                           2,069,722                   2,069,722                     2,069,722
  Other                                                      1,524,901                   1,524,901                     1,524,901
                                                        -------------------------------------------------------------------------
          Total current liabilities                         36,384,156         1,995    36,386,151      2,493,506     38,879,657
                                                        -------------------------------------------------------------------------
Deferred Credits
  Accumulated deferred income taxes                         20,683,274                  20,683,274                    20,683,274
  Unamortized investment tax credits                         5,672,293                   5,672,293                     5,672,293
  Other                                                     22,085,092                  22,085,092                    22,085,092
                                                        -------------------------------------------------------------------------
         Total deferred credits                             48,440,659             0    48,440,659              0     48,440,659
                                                        -------------------------------------------------------------------------

NON UTILITY
 Current liabilities                                         2,011,740                   2,011,740     (1,346,288)       665,452
 Other liabilities                                           7,882,437                   7,882,437     (1,376,942)     6,505,495
 Stockholders' equity                                       18,062,672                  18,062,672    (18,062,672)             0
                                                        -------------------------------------------------------------------------
                                                            27,956,849             0    27,956,849    (20,785,902)     7,170,947
                                                        -------------------------------------------------------------------------

TOTAL CAPITALIZATION AND LIABILITIES                      $310,145,752          $598  $310,146,350   ($18,292,396)  $291,853,954
                                                        =========================================================================
</TABLE>

            GREEN MOUNTAIN PROPANE GAS COMPANY
                    INCOME STATEMENT
          FOR THE YEAR ENDED DECEMBER 31, 1993
                                                     CONFIDENTIAL TREATMENT
REVENUE
  Propane                                                   $
  Other petroleum products                                   1,314,971
  Contract work                                                977,099
  Rental space and water heating                               319,826
                                                        ---------------
    Total revenue                                            
                                                        ---------------
COST OF SALES
  Propane product                                            
  Contract materials                                           522,342
  Subcontractors - Contract work                               115,564
  Petroleum distillates                                      1,062,405
  Labor capitalized                                           (130,573)
  Sales discounts and allowances                               135,973
                                                        ---------------
    Total cost of sales                                      
                                                        ---------------
Gross profit                                                 4,786,101
                                                        ---------------
OPERATING EXPENSES
  Salaries and wages                                         
  Employee insurance benefits                                 
  Other employee benefits                                        
  Retirement expenses                                          
  Payroll taxes                                                
  Uniforms                                                       
  Bad debt expenses                                             
  Advertising                                                   
  Sales promotion                                                
  Bank charges                                                  
  Consulting fees                                              
  Donations                                                      
  Postage and freight                                           
  Insurance                                                    
  Legal and accounting                                          
  Dues and subscriptions                                         
  Office expense                                                
  Recruiting                                                     
  Rents                                                         
  Repairs and maintenence                                       
  Supplies                                                      
  Taxes                                                         
  Penalties                                                         
  Telephone                                                     
  Training                                                       
  Travel and car allowance                                      
  Utilities                                                     
  Vehicle maintenance                                          
  Vehicle expense - fuel                                       
  Meetings and registration fees                                 
  Downsizing                                                    
                                                        ---------------
Total operating expenses                                     
                                                        ---------------
Earnings before depreciation and amortization                  
                                                        ---------------
Depreciation                                                   
Amortization                                                   
                                                        ---------------
  Total depreciation and amortization                        
                                                        ---------------
Earnings before other (income) expense                        
                                                        ---------------
Other (income) expense
  Interest income                                              
  Interest expense                                             
  Other (income) expense                                       
  Loss (gain) on disposal of asset                              
                                                        ---------------
    Total other (income) expense                               
                                                        ---------------
Income before parent charges                                  

Parent company charges                                          
Parent allocation                                              
                                                        ---------------
  Total parent charges/allocation                              
                                                        ---------------
Income before income taxes                                    

Income taxes                                                  
                                                        ---------------
Net income (loss)                                            
                                                        ===============


            GREEN MOUNTAIN PROPANE GAS COMPANY
                     BALANCE SHEET
                   DECEMBER 31, 1993
                                                    CONFIDENTIAL TREATMENT
ASSETS

Current Assets
  Cash                                                         ($2,035)
  Accounts receivable                                        1,652,829
  Employee advances                                                689
  Computer advances                                             22,248
  Inventory                                                  1,721,232
  Prepaid expenses                                              71,344
                                                        ---------------
    Total current assets                                     3,466,307
                                                        ---------------

Property and equipment                                      
Accumulated depreciation                                     
                                                        ---------------
  Total Property and equipment                               
                                                        ---------------
Intangible Assets
  Goodwill                                                   
  Customer list  White River Junction                          
  Customer list  Newport                                       
  Non compete covenant                                       
  Non compete agreement  WRJ                                   
  Loan origination fee                                          
  Organization costs                                           
  Development costs                                            
                                                        ---------------
                                                             
                                                        ---------------
Accumulated amortization                                   
                                                        ---------------
    Total intangible assets                                  
                                                        ---------------

Other assets
  Financed sales                                               129,231
  Deferred acquisition costs                                    46,834
  Waterbury bulk expansion                                      88,296
  Computer system development                                  182,716
                                                        ---------------
    Total other assets                                         447,077
                                                        ---------------
Total assets                                               $
                                                        ===============


            GREEN MOUNTAIN PROPANE GAS COMPANY
                     BALANCE SHEET
                   DECEMBER 31, 1993
                                                   CONFIDENTIAL TREATMENT
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                            $
  Due to GMP                                                   629,531
  Pre-sold contracts                                           106,281
  Budgets/meter accounts                                        44,941
  Budgets/meter accounts                                           229
  Payroll taxes payable                                          2,695
  Taxes other payable                                           86,011
  Sales tax payable                                             24,447
  Credit line  Bank of Boston                                  400,000
  Accrued income taxes                                        (606,500)
  Accrued expenses                                              42,576
                                                        ---------------
    Total current liabilities                                
                                                        ---------------

Total unearned interest                                         
Note payable  Bank of Boston                                 
Deferred taxes                                               1,029,860
                                                        ---------------
Total liabilities                                            
                                                        ---------------

Stockholders' equity
  Common stock                                                   
  Additional paid in capital                                
  Retained earnings                                         
  Net income (loss)                                           
                                                        ---------------
   Total stockholders' equity                               
                                                        ---------------
Total liabilities and stockholders' equity                 $
                                                        ===============


            GREEN MOUNTAIN PROPANE GAS COMPANY
             STATEMENT OF RETAINED EARNINGS
          FOR THE YEAR ENDED DECEMBER 31, 1993
                                                   CONFIDENTIAL TREATMENT
Balance January 1, 1993                                    
Net loss                                                      
                                                        ---------------
Balance December 31, 1993                                  
                                                        ===============


                        LEASE-ELEC, INC.
        INCOME STATEMENT AND STATEMENT OF RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1993

Operating revenues
  Rentals - electric storage heaters                                $0
                                                        ---------------
Operating expenses
  Accounting services                                                0
  General and administrative salaries                                0
  Payroll taxes                                                      0
  Telephone expenses                                                 0
  Maintenance of rental properties                                   0
  Depreciation of rental properties                                  0
  Office supplies expense                                            0
  Property tax expense                                               0
  Late fee - property tax                                            0
  Insurance expense                                                  0
                                                        ---------------
    Total operating expenses                                         0
                                                        ---------------
    Net operating income                                             0
                                                        ---------------

Other income
  Gain on sale of rental property                                    0
  Miscellaneous income - late charges                                0
  Loss on sale of rental property                                    0
  Miscellaneous income - automobile                                  0
                                                        ---------------
    Total other income                                               0
                                                        ---------------
Net income before taxes                                              0

Vermont state income tax expense                                     0
Provision for current income taxes                                   0
Provision for deferred income taxes                                  0
                                                        ---------------
    Total provision for income taxes                                 0
                                                        ---------------
Net income                                                           0
Retained earnings at beginning of period                      (143,245)
                                                        ---------------
Retained earnings at end of period                           ($143,245)
                                                        ===============


                        LEASE-ELEC, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1993

ASSETS
Current assets
  Accounts receivable - GMPC - tax benefits                   $137,371
                                                        ---------------
    Total current assets                                       137,371
                                                        ---------------

Total assets                                                  $137,371
                                                        ===============


                        LEASE-ELEC, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1993

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Accumulated deferred income taxes                              $30,116
                                                        ---------------
    Total liabilities                                           30,116
                                                        ---------------

Stockholders' equity
  Common stock                                                 250,500
  Retained earnings                                           (143,245)
                                                        ---------------
    Total stockholders' equity                                 107,255
                                                        ---------------
Total liabilities and stockholders' equity                    $137,371
                                                        ===============


                  GMP REAL ESTATE CORPORATION
        INCOME STATEMENT AND STATEMENT OF RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1993

Revenues
  Revenue - lease                                              $91,101
  Revenue - Interest                                             1,676
                                                        ---------------
    Total revenues                                              92,777
                                                        ---------------

Expenses
  Interest                                                     150,061
  Income taxes - federal                                        (5,444)
  Income taxes - state                                            (607)
  Property tax                                                   2,537
  Depreciation                                                  22,691
  Salaries and wages                                             1,114
  Miscellaneous                                                     55
                                                        ---------------
    Total expenses                                             170,407
                                                        ---------------
Net loss                                                       (77,630)
Retained earnings at beginning of period                       (12,713)
                                                        ---------------
Retained earnings at end of period                            ($90,343)
                                                        ===============


                  GMP REAL ESTATE CORPORATION
                         BALANCE SHEET
                       DECEMBER 31, 1993

ASSETS
  Cash                                                         $37,166
  Rent receivable                                                4,742
  Land - headquarters                                          117,896
  Land - Wilmington                                             32,178
  Land - Bellows Falls                                          46,290
  Land - 35 Green Mountain Drive                               101,412
  Building - 35 Green Mountain Drive                           798,038
  Building - Biron estate Montpelier                            43,327
  Land - Biron estate Montpelier                               138,451
  Organization costs                                               403
  Income tax benefits receivable                                92,353
                                                        ---------------
    Total assets                                            $1,412,256
                                                        ===============


                  GMP REAL ESTATE CORPORATION
                         BALANCE SHEET
                       DECEMBER 31, 1993

LIABILITIES AND SHAREHOLDERS' EQUITY
  Accounts payable                                             $83,095
  Accrued interest payable                                      38,111
  Dererred income taxes                                          3,951
  Notes payable #2                                           1,196,442
  Notes payable #4                                             180,500
  Common stock (5 shares, no par)                                  500
  Retained earnings                                            (90,343)
                                                        ---------------
    Total liabilities and shareholders' equity              $1,412,256
                                                        ===============


                    MOUNTAIN ENERGY, INC.
                      INCOME STATEMENT
              FOR THE YEAR ENDED DECEMBER 31, 1993

Revenues
  Equity in earnings of subsidiaries                          $488,516
  Miscellaneous income                                          61,630
  Interest income                                                2,840
  Interest income due from GMP                                  (9,787)
                                                        ---------------
    Total revenues                                             543,199
                                                        ---------------

Labor expenses
  Employee compensation                                        216,614
  Payroll taxes                                                 13,803
  Contract labor and expenses                                   57,424
  Professional fees - due from GMP                             (21,527)
                                                        ---------------
    Total labor expenses                                       266,314
                                                        ---------------

Benefits expenses
  Employer 401(k) expense                                        5,117
  Employer group life expense                                      545
  Employer group medical expense                                17,447
  Group disability insurance expense                               934
  Retirement expense                                             5,832
  Workers comp insurance expense                                   870
                                                        ---------------
    Total benefits expenses                                     30,745
                                                        ---------------

Other operating expenses
  Telephone                                                      1,753
  Repairs and maintenance                                           20
  Office supplies                                                2,783
  Furniture and office equipment expense                         2,804
  Postage and freight                                              617
  Legal and professional fees                                    9,617
  Dues and subscriptions                                         2,684
  Education and seminars                                         1,510
  Auto expense                                                   4,494
  Travel and lodging                                            18,375
  Meals                                                          1,384
  Bank charges                                                      48
  Licenses and fees                                               (101)
  Corporate franchise fees                                         100
  Miscellaneous                                                    605
  Depreciation furn/office equipment                             4,902
  Depreciation leasehold improvements                              467
  Amortization organizational costs                             12,348
                                                        ---------------
    Total other operating expenses                              64,410
                                                        ---------------

GMP allocations
  GMP payroll                                                    9,548
  GMP overhead charges                                          78,077
                                                        ---------------
    Total GMP allocated charges                                 87,625
                                                        ---------------
    Total operating expense                                    449,094
                                                        ---------------
Income before taxes                                             94,105
                                                        ---------------

State income tax expense                                         8,622
Federal income tax expense                                      29,347
Income tax ITC amortization                                    (45,416)
                                                        ---------------
Net income                                                    $101,552
                                                        ===============


                    MOUNTAIN ENERGY, INC.
                      BALANCE SHEET
                    DECEMBER 31, 1993

ASSETS

Current assets
  Cash                                                        $142,204
  Prepaid state taxes                                            5,841
  Accounts receivable                                              455
  Parent payable                                              (595,551)
                                                        ---------------
    Total current assets                                      (447,051)
                                                        ---------------

Fixed assets
  Partnership interests                                      9,224,000
  Equity in earnings of subsidiaries                           532,979
  Partnership cash distributions                            (1,032,239)
  Net furniture and office equipment                            49,711
  Net leasehold improvements                                     6,521
  Net organizational costs                                      13,424
  Deferred development costs EOP                                84,058
                                                        ---------------
    Total fixed assets                                       8,878,454
                                                        ---------------

Total assets                                                $8,431,403
                                                        ===============


                    MOUNTAIN ENERGY, INC.
                      BALANCE SHEET
                    DECEMBER 31, 1993

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable                                               1,784
  EE dependent care payable                                        (53)
  EE health care payable                                             9
  Federal payroll taxes withheld payable                         2,819
  Employee FICA taxes withheld payable                             561
  Employer FICA taxes withheld payable                             561
  VT payroll taxes withheld payable                              2,518
                                                        ---------------
    Total current liabilities                                    8,199
                                                        ---------------

Long-term liabilities
  Deferred ITC                                                 292,628
  Deferred federal taxes                                     1,022,271
  Deferred state taxes                                         (13,981)
                                                        ---------------
    Total long-term liabilities                              1,300,918
                                                        ---------------

Shareholders' equity
  Common stock                                               7,447,697
  Retained earnings                                           (426,963)
  Net income                                                   101,552
                                                        ---------------
    Total shareholders' equity                               7,122,286
                                                        ---------------
Total liabilities and shareholders' equity                  $8,431,403
                                                        ===============


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