GREEN MOUNTAIN POWER CORP
10-Q, 1994-05-13
ELECTRIC SERVICES
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q


X	Quarterly report pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934
For the quarterly period ended March 31, 1994

or

  	Transition report pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934
For the transition period from  			  to  			


Commission file number 1-8291


	GREEN MOUNTAIN POWER CORPORATION
(Exact name of registrant as specified in its charter)

      	Vermont	                                      		03-0127430	
							
(State or other jurisdiction of        		(I.R.S. Employer Identification No.)
incorporation or organization)

	25 Green Mountain Drive	
	South Burlington, VT		                                	05402	
Address of principal executive offices	              	(Zip Code)

Registrant's telephone number, including area code  	(802) 864-5731	
	


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

	Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date.

	Class - Common Stock                      			Outstanding March 31, 1994	
	$3.33 1/3 Par Value		                               	4,551,012



<TABLE>

GREEN MOUNTAIN POWER CORPORATION
Consolidated Comparative Balance Sheets
(Unaudited)

Part 1
- - ------
 A.1

<CAPTION>


                                                                     March 31                  December 31
                                                       -----------------------------------   ----------------
                                                             1994               1993               1993
                                                       ----------------   ----------------   ----------------
                                                                  (In thousands)             (In thousands)
ASSETS

ELECTRIC UTILITY

<S>                                                           <C>                <C>                <C>  
Utility Plant
    Utility plant, at original cost....................       $216,417           $201,600           $214,977
    Less accumulated depreciation......................         66,130             60,435             64,226
                                                       ----------------   ----------------   ----------------
      Net utility plant................................        150,287            141,165            150,751
    Property under capital lease.......................         11,029             11,950             11,029
    Construction work in progress......................         10,157             11,847              9,631
                                                       ----------------   ----------------   ----------------
      Total utility plant, net.........................        171,473            164,962            171,411
                                                       ----------------   ----------------   ----------------
Other Investments
    Associated companies, at equity (Note 2)...........         16,859             17,322             16,886
    Non-utility property...............................          3,719              3,307              3,521
    Other investments..................................           --                2,079              2,121
                                                       ----------------   ----------------   ----------------
      Total other investments..........................         20,578             22,708             22,528
                                                       ----------------   ----------------   ----------------
Current Assets
    Cash...............................................             61              1,246                 50
    Temporary investments..............................            900               --                   --
    Accounts receivable, customers and others,
      less allowance for doubtful accounts.............         15,454             18,504             14,814
    Accrued utility revenues (Note 1)..................          5,619              5,290              6,138
    Fuel, materials and supplies, at average cost......          2,756              2,724              2,841
    Prepayments........................................          1,593              1,363              1,984
    Current revenue due to income taxes................            428                454                729
    Other..............................................            232                342                388
                                                       ----------------   ----------------   ----------------
      Total current assets.............................         27,043             29,923             26,944
                                                       ----------------   ----------------   ----------------
Deferred Charges
    Future revenue due to income taxes.................          4,179              4,908              4,179
    Unfunded future federal income taxes...............          4,498              4,731              4,590
    Demand side management programs...................          13,407              7,058             12,809
    Environmental proceedings costs....................          6,152              2,710              5,356
    Purchased power costs..............................          3,027                407              4,134
    Other..............................................         12,406              9,022             11,277
                                                       ----------------   ----------------   ----------------
      Total deferred charges...........................         43,669             28,836             42,345
                                                       ----------------   ----------------   ----------------
NON-UTILITY
    Cash and cash equivalents..........................            123                136                177
    Other current assets...............................          3,616              5,132              3,479
    Property and equipment.............................         11,198             10,919             11,331
    Intangible assets..................................          3,365              3,895              3,484
    Other assets.......................................          9,551              5,460             10,155
                                                       ----------------   ----------------   ----------------
      Total non-utility assets.........................         27,853             25,542             28,626
                                                       ----------------   ----------------   ----------------
Total Assets...........................................       $290,616           $271,971           $291,854
                                                       ================   ================   ================



CAPITALIZATION AND LIABILITIES

ELECTRIC UTILITY


Capitalization 
    Common Stock Equity
      Common stock,$3.33 1/3 par value,
         authorized 10,000,000 shares (issued
         4,566,868, 4,443,410, and 4,536,042)..........        $15,222            $14,811            $15,120
      Additional paid-in capital.......................         57,974             54,409             57,178
      Retained earnings................................         26,668             26,585             25,229
      Treasury stock, at cost (15,856 shares)..........           (378)              (378)              (378)
                                                       ----------------   ----------------   ----------------
        Total common stock equity......................         99,486             95,427             97,149
    Redeemable cumulative preferred stock..............          9,385              9,575              9,385
    Long-term debt, less current maturities............         79,800             67,644             79,800
                                                       ----------------   ----------------   ----------------
        Total capitalization...........................        188,671            172,646            186,334
                                                       ----------------   ----------------   ----------------

Capital lease obligation...............................         11,029             11,950             11,029
                                                       ----------------   ----------------   ----------------
Current Liabilities
    Current maturuties of long-term debt...............          1,800              2,486              1,800
    Short-term debt....................................         13,215              6,213             19,015
    Accounts payable, trade, and accrued liabilities...          5,361              5,522              8,373
    Accounts payable to associated companies...........          3,792              4,679              4,302
    Dividends declared.................................            199                203                199
    Customer deposits..................................          1,215              1,124              1,197
    Taxes accrued......................................          1,697              3,470                397
    Interest accrued...................................          1,819              1,562              2,070
    Deferred revenues (Note 1).........................          8,177              8,123               --
    Current revenue reduction due to income taxes......            132                140                225
    Unfunded future federal income taxes...............            428                454                729
    Other..............................................            625                564                572
                                                       ----------------   ----------------   ----------------
        Total current liabilities......................         38,460             34,540             38,879
                                                       ----------------   ----------------   ----------------
Deferred Credits
    Accumulated deferred income taxes..................         20,844             16,056             20,683
    Unamortized investment tax credits.................          5,570              5,848              5,672
    Future revenue reduction due to income taxes.......          4,366              4,590              4,366
    Unfunded future federal income taxes...............          4,179              4,908              4,179
    Other..............................................         11,384             11,994             13,541
                                                       ----------------   ----------------   ----------------
        Total deferred credits.........................         46,343             43,396             48,441
                                                       ----------------   ----------------   ----------------

NON-UTILITY
    Current liabilities................................            391                615                666
    Other liabilities..................................          5,722              8,824              6,505
                                                       ----------------   ----------------   ----------------
        Total non-utility liabilities..................          6,113              9,439              7,171
                                                       ----------------   ----------------   ----------------
Total Capitalization and Liabilities...................       $290,616           $271,971           $291,854
                                                       ================   ================   ================

  The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

<TABLE>

GREEN MOUNTAIN POWER CORPORATION
Consolidated Comparative Income Statements
(Unaudited)

Part 1
- - ------
 A.2

<CAPTION>

                                                                          Three Months Ended
                                                                               March 31
                                                                -----------------------------------------
                                                                      1994                    1993
                                                                -----------------       -----------------
                                                                (In thousands, except amounts per share)


<S>                                                                      <C>                     <C>     
Operating Revenues (Note 1).....................................         $40,611                 $40,751
                                                                -----------------       -----------------
Operating Expenses
  Power Supply
     Vermont Yankee Nuclear Power Corporation (Note 2)..........           7,379                   7,472
     Company-owned generation...................................           1,179                     749
     Purchases from others......................................          12,773                  12,468
  Other operating...............................................           4,769                   4,503
  Transmission..................................................           2,579                   2,816
  Maintenance...................................................           1,245                   1,016
  Depreciation and amortization.................................           2,305                   2,143
  Taxes other than income.......................................           1,726                   1,636
  Income taxes..................................................           1,764                   2,788
                                                                -----------------       -----------------
     Total operating expenses...................................          35,719                  35,591
                                                                -----------------       -----------------
       Operating income.........................................           4,892                   5,160
                                                                -----------------       -----------------

Other Income
  Equity in earnings of affiliates and non-utility operations...             748                     860
  Allowance for equity funds used during construction...........              89                      52
  Other income and deductions, net..............................             145                     (42)
                                                                -----------------       -----------------
    Total other income..........................................             982                     870
                                                                -----------------       -----------------
      Income before interest charges............................           5,874                   6,030
                                                                -----------------       -----------------

Interest Charges
  Long-term debt................................................           1,742                   1,628
  Other.........................................................             230                     149
  Allowance for borrowed funds used during  construction........            (138)                    (49)
                                                                -----------------       -----------------
    Total interest charges......................................           1,834                   1,728
                                                                -----------------       -----------------
Net Income......................................................           4,040                   4,302

Dividends on preferred stock....................................             199                     203
                                                                -----------------       -----------------
Net Income Applicable to Common Stock...........................          $3,841                  $4,099
                                                                =================       =================

Common Stock Data
  Earnings per share............................................           $0.85                   $0.93

  Cash dividends declared per share.............................           $0.53                  $0.525

  Weighted average shares outstanding...........................           4,537                   4,415


Consolidated Comparative Statements of Retained Earnings
(Unaudited)

Balance - beginning of period...................................         $25,229                 $24,801
Net Income......................................................           4,040                   4,302
                                                                -----------------       -----------------
                                                                          29,269                  29,103
                                                                -----------------       -----------------

Cash Dividends - redeemable cumulative preferred stock..........             199                     203
               - common stock...................................           2,402                   2,315
                                                                -----------------       -----------------
                                                                           2,601                   2,518
                                                                -----------------       -----------------

Balance - end of period.........................................         $26,668                 $26,585
                                                                =================       =================

              The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

<TABLE>

GREEN MOUNTAIN POWER CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)

Part 1
- - ------
 A.3

<CAPTION>
                                                                                 Three Months Ended
                                                                                       March 31
                                                                       ---------------------------------------
                                                                             1994                  1993
                                                                       -----------------     -----------------
                                                                                    (In thousands)

<S>                                                                              <C>                   <C>   
Operating Activities:
  Net Income...........................................................          $4,040                $4,302
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization....................................           2,305                 2,143
      Dividends from associated companies less equity income...........              26                  (183)
      Allowance for funds used during construction.....................            (227)                 (101)
      Amortization of purchased power costs............................           1,161                 1,073
      Deferred income taxes............................................             161                   553
      Deferred revenues (Note 1).......................................           8,177                 8,122
      Amortization of gain on sale of property.........................             (13)                  (13)
      Deferred purchased power costs...................................             (54)                  (36)
      Amortization of investment tax credits...........................            (102)                 (108)
      Environmental proceedings costs..................................            (825)                  238
      Changes in:                                                                             
        Temporary investments..........................................            (900)                  --
        Accounts receivable............................................            (641)               (1,306)
        Accrued utility revenues.......................................             519                   310
        Fuel, materials, and supplies..................................              85                   170
        Prepayments and other current assets...........................             411                 2,188
        Accounts payable...............................................          (3,524)               (4,076)
        Taxes accrued..................................................           1,299                 2,655
        Interest accrued...............................................            (251)                  394
        Other current liabilities......................................            (202)               (2,873)
      Other............................................................          (1,197)               (1,801)
                                                                       -----------------     -----------------
    Net cash provided by operating activities..........................          10,248                11,651
                                                                       -----------------     -----------------

Investing Activities:
    Construction expenditures..........................................          (2,024)               (2,492)
    Conservation expenditures..........................................            (857)                 (888)
    Investment in nonutility property..................................              93                   108
    Special fund for postretirement benefits...........................              --                  (559)
                                                                       -----------------     -----------------
      Net cash used in investing activities............................          (2,788)               (3,831)
                                                                       -----------------     -----------------
Financing Activities:
    Issuance of common stock...........................................             898                   999
    Short-term debt, net...............................................          (5,801)               (5,401)
    Cash dividends.....................................................          (2,601)               (2,516)
                                                                       -----------------     -----------------
      Net cash used in financing activities............................          (7,504)               (6,918)
                                                                       -----------------     -----------------

    Net increase (decrease) in cash and cash equivalents...............             (44)                  902
    Cash and Cash equivalents at beginning of period...................             227                   480
                                                                       -----------------     -----------------
Cash and Cash Equivalents at End of Period.............................            $183                $1,382
                                                                       =================     =================

Supplemental Disclosure of Cash Flow Information:
    Cash paid during the quarter for:
       Interest (net of amounts capitalized)...........................          $2,193                $1,350
       Income taxes....................................................             --                    282

      The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

GREEN MOUNTAIN POWER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1994


Part 1
- - ------
  A.4

1.	SIGNIFICANT ACCOUNTING POLICIES
	Pursuant to an order of the Vermont Public Service Board (VPSB), 
the Company's rate structure is seasonally differentiated, with higher 
rates billed during the four winter months and lower rates billed during 
the remaining eight months of the year.  In order to match revenues with 
related costs more accurately on an interim basis, the Company 
recognizes revenue in a manner that seeks to eliminate the impact of 
such seasonally differentiated rates.  At March 31, 1994 and 1993, the 
Company had recorded deferred revenues of $6.6 million and $6.9 million, 
respectively, in accordance with this policy.  These deferred revenues 
are recognized in subsequent interim periods.

	Included in equity in earnings of affiliates and non-utility 
operations in the Other Income section of the Consolidated Comparative 
Income Statements are the results of operations of the Company's rental 
water heater program, which is not regulated by the VPSB, and four of 
the Company's wholly-owned subsidiaries, Green Mountain Propane Gas 
Company, Mountain Energy, Inc., GMP Real Estate Corporation, and Lease-
Elec, Inc. (also unregulated).  Summarized financial information is as 
follows:


                                   Three Months Ended
                                        March 31
                                   ------------------
                                     1994        1993
                                     ----        ----
                                      (In Thousands)
Revenue . . . . . . . . . . . . .  $3,823       $4,192           
Expenses. . . . . . . . . . . . .   3,588        3,967
                                    -----        -----         
Net Income. . . . . . . . . . . .  $  235       $  225
                                    =====        =====         


2.	INVESTMENT IN ASSOCIATED COMPANIES
	The Company accounts for its investment in the companies listed 
below using the equity method.  Summarized financial information is as 
follows:

                                                                               
                                               Three Months Ended
                                                   March 31            
                                               ------------------        
                                                 (In thousands)
                                                            
                                              1994           1993
                                              ----           ----
Vermont Yankee Nuclear Power Corporation
  Gross Revenue. . . . . . . . . . . . . .  $39,169        $39,649
  Net Income Applicable to Common Stock. .    1,683          2,137
  Company's Equity in Net Income . . . . .      307            379

Vermont Electric Power Company, Inc.
  Gross Revenue. . . . . . . . . . . . . .  $12,264        $12,280
  Net Income Before Dividends. . . . . . .      314            353
  Company's Equity in Net Income 
    (Includes preferred equity). . . . . .       85            101

3.	ENVIRONMENTAL MATTERS
		In 1982, the United States Environmental Protection Agency (EPA) 
notified the Company that the EPA, pursuant to the Comprehensive 
Environmental Response, Compensation and Liability Act of 1980 (CERCLA), 
was considering spending public funds to investigate and take corrective 
action involving claimed releases of allegedly hazardous substances at a 
site identified as the Pine Street Marsh in Burlington, Vermont.  On 
part of this site was located a manufactured-gas facility owned and 
operated by a number of separate enterprises, including the Company, 
from the late 19th century to 1967.  In its notice, the EPA stated that 
the Company may be a "potentially responsible party" (PRP) under CERCLA 
from which reimbursement of costs of investigation and of corrective 
action may be sought.  On February 23, 1988, the Company received a 
Special Notice letter from the EPA stating that the letter constituted a 
formal demand for reimbursement of costs, including interest thereon, 
that were incurred and were expected to be incurred in response to the 
environmental problems at the site.

		On December 5, 1988, the EPA brought suit against the Company, New 
England Electric System, and Vermont Gas Systems, Inc. in the United 
States District Court for the District of Vermont seeking reimbursement 
for costs it incurred in conducting activities in 1985 to remove 
allegedly hazardous substances from the site, and requested a 
declaratory judgment that the Company and the other defendants are 
liable for all costs that have been incurred since the removal and that 
continue to be incurred in responding to claims of releases or 
threatened releases from the Maltex Pond Area -- the portion of the site 
where the removal action occurred.  The complaint specifically alleged 
that the EPA expended at least $741,000 during the 1985 removal action 
and sought interest on this amount from the date the funds were expended 
and costs of litigation, including attorneys' fees.  The Company entered 
a cross-claim against New England Electric System and third-party claims 
against UGI Corporation, Southern Union Corporation, the State of 
Vermont, and an individual property owner at the site for recovery of 
its response costs and for contribution.  Fourth-party defendants 
subsequently were joined.

		In July 1990, the Company and other parties signed a proposed 
Consent Decree settling the removal action litigation.  All 14 settling 
defendants contributed to the aggregate settlement amount of $945,000.  
Individual contributions were treated as confidential under the proposed 
Consent Decree.

		On December 26, 1990, upon the unopposed motion of the United 
States, the Consent Decree was entered by the Court.

		During the summer and fall of 1989, the EPA conducted the initial 
phase of the Remedial Investigation (RI) and commenced the Feasibility 
Study (FS) relating to the site.  In the fall of 1990 and in 1991, the 
EPA conducted a second phase of RI work and studied the treatability of 
soils and groundwater at the site.  In the fall of 1991, the EPA 
responded favorably to a request from the Company and other PRPs to 
participate in informal discussions on the EPA's ongoing investigation 
and evaluation of the site, and invited the Company and other interested 
parties to share technical information and resources with the EPA that 
might assist it in evaluating remedial options.  Thereafter, the Company 
and other PRPs held several meetings with the EPA to discuss technical 
issues and received copies of the EPA's Supplemental Remedial 
Investigation Final Report, and its Baseline Risk Assessment Final 
Report.

		On November 6, 1992, the EPA released its final RI/FS and announced 
a proposed remedy with an estimated total cost of approximately 
$49.5 million, including 30 years' operation and maintenance costs, with 
a net present value of approximately $26.4 million.  The EPA's preferred 
remedy called for construction of a Containment/Disposal Facility (CDF) 
over a portion of the site.  The CDF would have consisted of subsurface 
vertical barriers and a low permeability cap, with collection trenches 
and hydraulic control system to capture groundwater and prevent its 
migration outside of the CDF.  Collected groundwater would have been 
treated and discharged or stored and disposed of off-site.  The proposed 
remedy also would have required construction of new wetlands to replace 
those that would be destroyed by construction of the CDF and a long-term 
monitoring program.

		On May 15, 1993, the PRP group in which the Company participated 
submitted extensive comments to the EPA opposing the proposed remedy.  
In response to an earlier request from the EPA, the PRP group also 
submitted a detailed analysis of an alternative remedy anticipated to 
cost approximately $20 million.  In early June, in response to 
overwhelming negative comment, the EPA withdrew its proposed remedy and 
announced that it would work with all interested parties in developing a 
new proposal.  Since then, the EPA has established a coordinating 
council, with representatives of PRPs, environmental groups, and 
government agencies, and presided over by a neutral mediator.  The 
council is charged with determining what additional studies may be 
appropriate for the site and may also eventually address additional 
response activities.  The Company is represented on the council.

		In early 1994, the Company and other PRPs met with the EPA to 
commence negotiations on an Administration Order by Consent pursuant to 
which the PRPs would conduct additional studies agreed to by the 
coordinating council.  Although negotiations are not yet complete, it is 
likely that the EPA will consent to allowing the PRPs to conduct 
additional studies at the site and that the EPA will not require 
reimbursement for its past RI/FS study costs as a condition to allowing 
the PRPs to conduct these additional studies.  The EPA has previously 
advised the Company that ultimately it will seek to hold the Company and 
the PRPs liable for such costs.

		In September 1993, the Company, New England Electric System and 
Vermont Gas Systems, Inc. entered into confidential negotiations with 
most other PRPs concerning allocation of unresolved liabilities 
concerning the site.  Those negotiations are continuing.

		In December 1991, the Company brought suit against several previous 
insurers seeking recovery of unrecovered past costs and indemnity 
against future liabilities associated with environmental problems at the 
site.  The parties to this action are engaged in discovery and motions 
practice.

		The Company has reached a confidential settlement with one of the 
defendants that provided the Company with second layer excess liability 
coverage for a seven month period in 1976.  The Company has also reached 
a confidential agreement in principle with another insurance company 
defendant that provided the Company with comprehensive general liability 
insurance between 1976 and 1982, and with environmental impairment 
liability insurance from 1981 to 1984.  These policies were in place in 
1982 when the EPA first notified the Company that it might be a 
potentially responsible party at the Pine Street Marsh site.

		The Company is unable to predict at this time the magnitude of any 
liability resulting from potential claims for the costs of the RI/FS or 
the performance of any remedial action, or the likely disposition or 
magnitude of claims the Company may have against others, including its 
insurers, except to the extent described above.

		In its 1991 rate case, the Company, for the first time, sought 
recovery for expenses associated with the Pine Street Marsh site.  
Specifically, the Company proposed rate recognition of its estimated, 
unrecovered 1991 expenditures (approximately $400,000) for technical 
consultants and legal assistance in connection with the EPA's 
enforcement actions at the site and insurance litigation.  While 
reserving the right to argue in the future about the appropriateness of 
rate recovery for Pine Street Marsh related costs, the Company and the 
Vermont Department of Public Service (Department) reached agreement that 
the full amount of Pine Street Marsh costs reflected in the Company's 
1991 rate case should be recovered in rates.  The Company's rates 
approved by the Vermont Public Service Board (VPSB) on April 2, 1992, 
reflected the 1991 Pine Street Marsh related expenditures referred to 
above.

		In its rate increase request filed on October 1, 1993, the Company 
proposed rate recognition for its expenditures between January 1, 1992 
and July 31, 1993 (approximately $4.2 million) for technical consultants 
and legal assistance in connection with the EPA's enforcement actions at 
the site and insurance litigation.  The Department and the Company have 
reached the same agreement regarding recovery of these costs in rates 
that they reached with respect to the Company's 1991 Pine Street Marsh 
related expenditures.  A comprehensive settlement of the Company's 1993 
rate case, including the agreement regarding Pine Street Marsh costs, is 
currently pending before the VPSB.

	As of March 31, 1994, the Company had reserved approximately 
$680,000 for costs attributable to the site, other than those costs that 
are the subject of the agreements between the Department and the Company 
mentioned above.  Management expects to seek and receive ratemaking 
treatment for other costs incurred beyond the amounts that have been 
reserved.  As of March 31, 1994, such other costs are approximately 
$5,736,000, which includes the $4.2 million in costs that are the 
subject of the rate case settlement agreement referred to above.

4.	1993 RETAIL RATE CASE
	On October 1, 1993, the Company filed a request with the VPSB to 
increase retail rates by 8.6 percent.  The increase is needed primarily 
to cover the cost of buying power from independent power producers, the 
cost of energy conservation programs, the cost of plant additions made 
in the past two years, and costs incurred in 1992 and 1993 associated 
with the Company's response to the EPA's RI/FS and proposed remedy at 
the Pine Street Marsh site and with the Company's litigation against its 
previous insurers seeking recovery of past costs incurred and indemnity 
against future liabilities in connection with the site.  On January 28, 
1994, the Company and the other parties in the proceeding reached a 
settlement agreement providing for a 2.9 percent retail rate increase 
effective June 15, 1994, and a target return on equity for utility 
operations of 10.5 percent.  The settlement agreement also provided for 
the Company's recovery in rates of $4.2 million in costs associated with 
the Pine Street Marsh site, as described herein above.  The agreement 
must be reviewed and approved by the VPSB before it can take effect.

5.	1991 RETAIL RATE CASE
	On July 19, 1991, the Company filed a request with the VPSB to 
increase retail rates by 9.96 percent to cover power supply cost 
increases expected in 1992, the costs of upgrading and maintaining the 
Company's generation, transmission and distribution facilities; 
expenditures associated with the Company's conservation programs; and 
higher employee pension and health care costs.   In orders dated April 
2, 1992 and May 21, 1992, the VPSB approved an increase of 5.6 percent, 
or approximately $6.6 million, effective April 2, 1992. 

	The Department appealed the VPSB orders challenging, among other 
rulings, the VPSB's acceptance of the Company's method of treating 
accumulated depreciation and certain Vermont Yankee-related power costs.  
The Company filed a cross-appeal contending, among other things, that 
the VPSB had erred in reducing ratebase relating to certain demand-side 
management (DSM) program cost projections that had been made in the 
Company's prior rate case.

	On April 22, 1994 the Vermont Supreme Court affirmed in part and 
reversed in part the VPSB orders. The Court overturned the VPSB's 
decision disallowing certain DSM costs.  The impact of this portion of 
the Court's ruling resulted in the Company's other income since April 
1992 being increased by $162,000.  On the other hand, the Court 
overturned the VPSB decision in the Company's favor on an issue 
involving the method of treating accumulated depreciation, and on the 
inclusion of one item of Vermont Yankee's capital projections in power 
costs.  The impact of this portion of the Court's ruling resulted in the 
Company's revenues since April 1992 being reduced by $990,000.

	The Company filed a motion for re-argument with the Vermont Supreme 
Court on May 6, 1994, contending that the Court had erred in overturning 
the VPSB's decision with respect to accumulated depreciation.

			
- - ---------------------------------------------------
The Consolidated Financial Statements are unaudited 
and, in the opinion of the Company, reflect the 
adjustments necessary to a fair statement of the 
results of the interim periods.  All such 
adjustments, except as specifically noted in the 
Consolidated Financial Statements, are of a normal, 
recurring nature.			
- - ---------------------------------------------------			




GREEN MOUNTAIN POWER CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1994

Part 1
- - ------
  A.5

RESULTS OF OPERATIONS

Earnings Summary

	Earnings per share of common stock in the first quarter of 1994 
were $0.85, compared to $0.93 per share in the first quarter of 1993.  
The decreased earnings in 1994 resulted primarily from an April 1994 
ruling by the Vermont Supreme Court, which reversed a portion of the 
VPSB's April 1992 order raising the Company's rates by 5.6 percent.  The 
Supreme Court ruling caused a reduction of approximately $990,000 in 
revenues collected from customers during the past two years.  (See Note 
5 of Notes to Consolidated Financial Statements.)

Operating Revenues and MWh Sales

	Operating revenues, megawatthour (MWh) sales and average number of 
customers are summarized as follows:

                                          Three Months Ended
                                                March 31
                                          -------------------
                                           1994          1993
                                           ----          ----   

Operating Revenues (In thousands)
         Retail*. . . . . . . . . . . .  $35,892       $36,267             
         Sales for Resale . . . . . . .    3,609         3,804          
         Other. . . . . . . . . . . . .    1,110           680
                                        --------      -------- 
           Total Operating Revenues . . $ 40,611      $ 40,751
                                        ========      ========

MWh Sales
         Retail*. . . . . . . . . . . .  477,169       466,890              
         Sales for Resale . . . . . . .   99,561        83,074
                                         -------       -------
           Total MWh Sales. . . . . . .  576,730       549,964
                                         =======       =======

Average Number of Customers
         Residential. . . . . . . . . .   68,579        67,791                
         Commercial & Industrial. . . .   11,617        11,413
         Other. . . . . . . . . . . . .       73            73
                                          ------        ------          
             Total Customers. . . . . .   80,269        79,277
                                          ======        ======

*Includes lease transmissions.



	Total operating revenues in the first quarter of 1994 were 
essentially unchanged compared to the same period in 1993.  Retail 
revenues decreased 1.0 percent in the first quarter of 1994 compared to 
the same period in 1993 primarily due to the Vermont Supreme Court 
decision discussed above, resulting in a reduction in revenues of 
approximately $990,000.  This decrease in retail revenues was partially 
offset by a 3.8 percent increase in sales to small commercial and 
industrial customers (reflecting increased economic activity in this 
sector in 1994) and a 3.9 percent increase in sales to residential 
customers (reflecting colder than normal winter weather in 1994).  
Wholesale revenues decreased 5.1 percent in the first quarter of 1994 
primarily due to the greater availability of low-cost energy in New 
England, which drove down wholesale electricity prices.

Operating Expenses

	Power supply expenses increased 3.1 percent in the first quarter of 
1994 over the same period in 1993, primarily due to a 19.8 percent 
increase in purchases from independent power producers mandated by 
federal legislation.  During the first quarter of 1994, two of such 
independent power producers that went into service in 1993 experienced a 
full period of operations.

	Transmission expenses decreased 8.4 percent in the first quarter of 
1994 compared to the same period in 1993, primarily due to the 
restructuring of a series of transmission contracts.

	Maintenance expenses increased 22.7 percent in the first quarter of 
1994 compared to the same period in 1993, due primarily to a scheduled 
increase in plant maintenance.

	Depreciation and amortization expenses increased 7.5 percent in the 
first quarter of 1994 compared to the same period in 1993, due to an 
increase in utility plant additions.

Income Taxes

	Income taxes decreased 36.7 percent in the first quarter of 1994 
compared to the same period in 1993, due primarily to a reduction in 
book pre-tax income and a reversal of the tax reserve established to 
cover potential audit assessments (reflecting the Company's judgment 
that the likelihood of adverse tax audits had diminished).

Interest Charges

	Interest charges increased 6.1 percent in the first quarter of 1994 
over the same period in 1993, primarily due to interest charges related 
to the sale of $20 million of the Company's first mortgage bonds in 
November 1993.

LIQUIDITY AND CAPITAL RESOURCES

	For the three months ended March 31, 1994, construction and 
conservation expenditures totaled $2.9 million.  Such expenditures in 
1994 are expected to be approximately $20.0 million, principally for 
expansion and improvements of the Company's transmission and 
distribution plant and for conservation measures.

	The Company anticipates issuing additional shares of common stock 
in late 1994.  The Company has not determined the date or the amount of 
the stock issuance.




GREEN MOUNTAIN POWER CORPORATION
March 31, 1994
PART II - OTHER INFORMATION


ITEM 1.	Legal Proceedings

	See Notes 3, 4 and 5 of Notes to Consolidated Financial 
Statements

ITEM 2.	Changes in Securities

	NONE

ITEM 3.	Defaults Upon Senior Securities

	NONE

ITEM 4.	Submission of Matters to a Vote of Security Holders

	NONE

ITEM 5.	Other Information

	NONE

ITEM 6	(a)	EXHIBITS
		
		NONE

	(b)	REPORTS ON FORM 8-K

			Form 8-K was not required to be filed
			during the current quarter




GREEN MOUNTAIN POWER CORPORATION

SIGNATURES

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



		GREEN MOUNTAIN POWER CORPORATION	
		(Registrant)



Date:  May 13, 1994		/s/ E. M. Norse	
	E. M. Norse, Vice President, Chief
	Financial Officer and Treasurer



Date:  May 13, 1994		/s/ G. J. Purcell	
	G. J. Purcell, Controller



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