GREEN MOUNTAIN POWER CORP
10-Q, 1994-11-10
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 September 30, 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 September 30, 1994	
	$3.33 1/3 Par Value		                             	4,624,815


<TABLE>

GREEN MOUNTAIN POWER CORPORATION
Consolidated Comparative Balance Sheets
(Unaudited)

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

<CAPTION>

                                                                   September 30                December 31
                                                       -----------------------------------   ----------------
                                                             1994               1993               1993
                                                       ----------------   ----------------   ----------------
                                                                  (In thousands)              (In thousands)
ASSETS

ELECTRIC UTILITY
<S>                                                           <C>                <C>                <C>
Utility Plant
    Utility plant, at original cost....................       $223,992           $207,765           $214,977
    Less accumulated depreciation......................         69,282             63,530             64,226
                                                       ----------------   ----------------   ----------------
      Net utility plant................................        154,710            144,235            150,751
    Property under capital lease.......................         11,029             11,950             11,029
    Construction work in progress......................          8,807             12,914              9,631
                                                       ----------------   ----------------   ----------------
      Total utility plant, net.........................        174,546            169,099            171,411
                                                       ----------------   ----------------   ----------------
Other Investments
    Associated companies, at equity (Note 2)...........         16,700             17,074             16,886
    Nonutility property................................          3,957              3,417              3,521
    Other investments..................................            --               2,107              2,121
                                                       ----------------   ----------------   ----------------
      Total other investments..........................         20,657             22,598             22,528
                                                       ----------------   ----------------   ----------------
Current Assets
    Cash...............................................             70                108                 50
    Temporary investments..............................            --               1,600                --
    Accounts receivable, customers and others,
      less allowance for doubtful accounts.............         10,875             12,836             14,814
    Accrued utility revenues (Note 1)..................          4,640              4,542              6,138
    Fuel, materials and supplies, at average cost......          3,286              2,667              2,841
    Prepayments........................................          1,811              1,105              1,984
    Current revenue due to income taxes................            214                243                729
    Other..............................................          1,014              1,068                388
                                                       ----------------   ----------------   ----------------
      Total current assets.............................         21,910             24,169             26,944
                                                       ----------------   ----------------   ----------------
Deferred Charges
    Future revenue due to income taxes.................          4,179              4,908              4,179
    Unfunded future federal income taxes...............          4,432              4,666              4,590
    Demand side management programs...................          15,009              9,680             12,809
    Environmental proceedings costs....................          7,637              4,120              5,356
    Purchased power costs..............................            903              3,024              4,134
    Other..............................................         11,211              9,958             11,277
                                                       ----------------   ----------------   ----------------
      Total deferred charges...........................         43,371             36,356             42,345
                                                       ----------------   ----------------   ----------------
NON-UTILITY
    Cash and cash equivalents..........................            703                305                177
    Other current assets...............................          4,705              2,554              3,479
    Property and equipment.............................         11,090             11,207             11,331
    Intangible assets..................................          3,141              3,622              3,484
    Other assets.......................................         12,978              7,154             10,155
                                                       ----------------   ----------------   ----------------
      Total non-utility assets.........................         32,617             24,842             28,626
                                                       ----------------   ----------------   ----------------
Total Assets...........................................       $293,101           $277,064           $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
         4,640,671, 4,501,078, and 4,536,042)..........        $15,469            $15,003            $15,120
      Additional paid-in capital.......................         59,575             56,193             57,178
      Retained earnings................................         25,306             24,498             25,229
      Treasury stock, at cost (15,856 shares)..........           (378)              (378)              (378)
                                                       ----------------   ----------------   ----------------
        Total common stock equity......................         99,972             95,316             97,149
    Redeemable cumulative preferred stock..............          9,385              9,575              9,385
    Long-term debt, less current maturities............         78,000             64,950             79,800
                                                       ----------------   ----------------   ----------------
        Total capitalization...........................        187,357            169,841            186,334
                                                       ----------------   ----------------   ----------------

Capital Lease Obligation...............................         11,029             11,950             11,029
                                                       ----------------   ----------------   ----------------
Current Liabilities
    Current maturuties of long-term debt...............          1,800              1,900              1,800
    Short-term debt....................................         12,815             23,215             19,015
    Accounts payable, trade, and accrued liabilities...          4,691              5,784              8,373
    Accounts payable to associated companies...........          4,012              6,283              4,302
    Dividends declared.................................            199                203                199
    Customer deposits..................................          1,112              1,092              1,197
    Taxes accrued......................................          3,248                239                397
    Interest accrued...................................          1,818              1,446              2,070
    Current revenue reduction due to income taxes......             66                 75                225
    Unfunded future federal income taxes...............            214                243                729
    Other..............................................            491                501                572
                                                       ----------------   ----------------   ----------------
        Total current liabilities......................         30,466             40,981             38,879
                                                       ----------------   ----------------   ----------------
Deferred Credits
    Accumulated deferred income taxes..................         19,367             18,362             20,683
    Unamortized investment tax credits.................          5,473              5,766              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..............................................         22,374             13,131             13,541
                                                       ----------------   ----------------   ----------------
        Total deferred credits.........................         55,759             46,757             48,441
                                                       ----------------   ----------------   ----------------

NON-UTILITY
    Current liabilities................................            648                372                666
    Other liabilities..................................          7,842              7,163              6,505
                                                       ----------------   ----------------   ----------------
        Total non-utility liabilities..................          8,490              7,535              7,171
                                                       ----------------   ----------------   ----------------
Total Capitalization and Liabilities...................       $293,101           $277,064           $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                   Nine Months Ended
                                                                      September 30                         September 30
                                                              -------------------------------     -------------------------------
                                                                  1994               1993             1994               1993
                                                              ------------       ------------     ------------       ------------
                                                                            (In thousands, except amounts per share)

<S>                                                               <C>                <C>             <C>                <C>  
Operating Revenues (Note 1)...................................    $36,684            $35,647         $110,898           $109,824
                                                              ------------       ------------     ------------       ------------
Operating Expenses
  Power Supply
     Vermont Yankee Nuclear Power Corporation.................      7,419              7,681           21,861             22,675
     Company-owned generation.................................        782              1,000            2,619              2,473
     Purchases from others....................................     11,340             10,817           35,210             34,120
  Other operating.............................................      4,250              4,374           13,699             13,353
  Transmission................................................      2,683              2,751            7,884              8,193
  Maintenance.................................................        963              1,101            3,475              3,256
  Depreciation and amortization...............................      3,070              2,143            7,619              6,429
  Taxes other than income.....................................      1,542              1,490            4,789              4,592
  Income taxes................................................      1,392              1,215            3,734              4,405
                                                              ------------       ------------     ------------       ------------
     Total operating expenses.................................     33,441             32,572          100,890             99,496
                                                              ------------       ------------     ------------       ------------
       Operating Income.......................................      3,243              3,075           10,008             10,328
                                                              ------------       ------------     ------------       ------------

Other Income
  Equity in earnings of affiliates and non-utility operations.      1,054                562            2,745              1,787
  Allowance for equity funds used during construction.........         47                 37              258                205
  Other income and deductions, net............................         92                 40              282                 32
                                                              ------------       ------------     ------------       ------------
    Total other income........................................      1,193                639            3,285              2,024
                                                              ------------       ------------     ------------       ------------
      Income before interest charges..........................      4,436              3,714           13,293             12,352
                                                              ------------       ------------     ------------       ------------

Interest Charges
  Long-term debt..............................................      1,694              1,576            5,174              4,847
  Other.......................................................        188                193              581                433
  Allowance for borrowed funds used during construction.......        (99)              (106)            (392)              (246)
                                                              ------------       ------------     ------------       ------------
    Total interest charges....................................      1,783              1,663            5,363              5,034
                                                              ------------       ------------     ------------       ------------
Net Income....................................................      2,653              2,051            7,930              7,318

Dividends on preferred stock..................................        199                203              597                609
                                                              ------------       ------------     ------------       ------------
Net Income Applicable to Common Stock.........................     $2,454             $1,848           $7,333             $6,709
                                                              ============       ============     ============       ============

Common Stock Data
  Earnings per share..........................................      $0.54              $0.41            $1.61              $1.51

  Cash dividends declared per share...........................      $0.53              $0.53            $1.59              $1.58

  Weighted average shares outstanding.........................      4,605              4,470            4,569              4,442


Consolidated Comparative Statements of Retained Earnings
(Unaudited)

Balance - beginning of period.................................    $25,289            $25,017          $25,229            $24,801
Net Income....................................................      2,653              2,051            7,930              7,318
                                                              ------------       ------------     ------------       ------------
                                                                   27,942             27,068           33,159             32,119
                                                              ------------       ------------     ------------       ------------

Cash Dividends - redeemable cumulative preferred stock........        199                203              597                609
               - common stock.................................      2,437              2,367            7,256              7,012
                                                              ------------       ------------     ------------       ------------
                                                                    2,636              2,570            7,853              7,621
                                                              ------------       ------------     ------------       ------------

Balance - end of period.......................................    $25,306            $24,498          $25,306            $24,498
                                                              ============       ============     ============       ============

              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>
                                                                                  Nine Months Ended
                                                                                    September 30
                                                                       ---------------------------------------
                                                                             1994                  1993
                                                                       -----------------     -----------------
                                                                                    (In thousands)

<S>                                                                              <C>                   <C>
Operating Activities:
  Net Income...........................................................          $7,930                $7,318
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization....................................           7,619                 6,429
      Dividends from associated companies less equity income...........             186                    65
      Allowance for funds used during construction.....................            (651)                 (451)
      Amortization of purchased power costs............................           3,311                 2,970
      Deferred income taxes............................................          (1,316)                2,858
      Amortization of gain on sale of property.........................             (40)                  (40)
      Deferred purchased power costs...................................             (80)               (4,550)
      Amortization of investment tax credits...........................            (200)                 (189)
      Environmental proceedings costs, net.............................           7,438                (1,214)
      Changes in:
        Temporary investments..........................................             --                 (1,600)
        Accounts receivable............................................           3,939                 4,362
        Accrued utility revenues.......................................             798                 1,058
        Fuel, materials, and supplies..................................            (445)                  227
        Prepayments and other current assets...........................            (979)                2,066
        Accounts payable...............................................          (3,973)               (1,713)
        Taxes accrued..................................................           2,851                  (577)
        Interest accrued...............................................            (252)                  279
        Other current liabilities......................................            (183)               (2,675)
      Other............................................................              53                  (190)
                                                                       -----------------     -----------------
    Net cash provided by operating activities..........................          26,006                14,433
                                                                       -----------------     -----------------

Investing Activities:
    Construction expenditures..........................................          (9,075)              (10,675)
    Conservation expenditures..........................................          (3,465)               (4,028)
    Investment in non-utility property.................................             188                (2,883)
    Special fund for postretirement benefits...........................             --                   (587)
                                                                       -----------------     -----------------
      Net cash used in investing activities............................         (12,352)              (18,173)
                                                                       -----------------     -----------------
Financing Activities:
    Issuance of common stock...........................................           2,746                 2,975
    Short-term debt, net...............................................          (6,201)               11,600
    Cash dividends.....................................................          (7,853)               (7,622)
    Reduction in long-term debt........................................          (1,800)               (3,280)
                                                                       -----------------     -----------------
      Net cash provided by (used in) financing activities..............         (13,108)                3,673
                                                                       -----------------     -----------------

    Net increase (decrease) in cash and cash equivalents...............             546                   (67)

    Cash and cash equivalents at beginning of period...................             227                   480
                                                                       -----------------     -----------------
Cash and Cash Equivalents at End of Period.............................            $773                  $413
                                                                       =================     =================

Supplemental Disclosure of Cash Flow Information:
    Cash paid year-to-date for:
       Interest (net of amounts capitalized)...........................          $5,904                $4,926
       Income taxes....................................................           2,240                 1,831

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

</TABLE>

GREEN MOUNTAIN POWER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 both September 30, 1994 and 
1993, the Company had recorded deferred revenues of $2.2 million, in 
accordance with this policy.  This deferred asset is recognized as an 
expense 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 for the rental 
water heater program and such wholly-owned subsidiaries is as follows:



                                Three Months Ended         Nine Months Ended
                                   September 30              September 30   
                                ------------------         -----------------
                                 1994        1993           1994       1993
                                 ----        ----           ----       ----
                                  (In Thousands)            (In Thousands)
Revenue  . . . . . . . . . .    $2,695     $1,985          $9,315     $8,222
Expenses . . . . . . . . . .     2,155      2,048           8,112      8,313
                                ------     -------         ------     ------- 
Net Income . . . . . . . . .    $  540     $  (63)         $1,203     $  (91)
                                ======     =======         ======     =======

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           Nine Months Ended
                            September 30                 September 30  
                         ------------------           -----------------
                          1994         1993            1994        1993
                          ----         ----            ----        ----
                                          (In Thousands)
Vermont Yankee Nuclear Power Corporation
  Gross Revenue  . . . . $39,176      $57,064        $115,438    $137,632
  Net Income Applicable
   to Common Stock  . .    1,642        2,077           4,920       6,362
  Company's Equity in
   Net Income . . . . . .    297          368             884       1,133

Vermont Electric Power Company, Inc.
  Gross Revenue  . . .   $12,837      $13,877        $ 35,883     $37,440
  Net Income
   Before Dividends  . . . . 301          361             985       1,079
  Company's Equity in
   Net Income (Includes
   preferred equity)  . . . . 95          111             294         317

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 1993, 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 
Company is represented on the council, which is charged with determining 
what additional studies may be appropriate for the site and may also 
eventually address additional response activities.

In July 1994, the Company, New England Electric System (NEES), and 
Vermont Gas Systems, Inc. (VGS) entered into an Administrative Order by 
Consent, with the EPA, pursuant to which these PRPs are conducting 
certain additional studies that have been agreed to by the coordinating 
council.  These studies constitute the first phase of action the council 
has decided on to fill data gaps at the site.  A second phase is 
expected to begin next year unless the coordinating council finds that 
the first phase provided sufficient data to decide on a remedy.  The EPA 
did 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 August 1994, the Company, NEES and VGS completed negotiations with 
the State, the City of Burlington and nearly all other landowner PRPs of 
an agreement under which the liability of those landowner PRPs for 
future Superfund response costs would be limited and specified.  The 
agreement will become effective if the Company, NEES and VGS can reach 
an appropriate separate agreement for allocation of the responsibilities 
they would assume under the agreement with the landowners by December 1, 
1994.  Negotiations among the Company, NEES and VGS 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.  Discovery in the case is largely complete, with the exception of 
expert discovery which was stayed by the magistrate pending the 
resolution of Summary Judgment Motions filed by the Company.  In August 
1994, the Magistrate granted the Company's Motion for Summary Judgment 
with respect to defense costs against one defendant and denied it 
against another defendant.  The United States District Judge affirmed 
those orders on September 30, 1994.  The Company now intends to request 
the court to permit the resumption of expert discovery.

The Company has reached confidential settlements with two of the 
defendants in its insurance litigation.  One of these defendants 
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 other defendant 
provided the Company with second layer excess liability coverage for a 
seven-month period in 1976.

The Company has deferred amounts received from third parties pending 
further resolution of the Company's ultimate liability with respect to 
the site and rate recognition of that liability.  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.

Through rate cases filed in 1991 and 1993, the Company has sought and 
received recovery for ongoing expenses associated with the Pine Street 
Marsh site.  Specifically, the Company proposed rate recognition of its 
unrecovered expenditures between January 1991 and July 31, 1993 (in the 
total of approximately $4.6 million) 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 agreements in both cases that the full amount of 
Pine Street Marsh costs reflected in those rate cases should be 
recovered in rates.  The Company's rates approved by the Vermont Public 
Service Board (VPSB) on April 2, 1992, and on May 13, 1994, reflected 
the Pine Street Marsh related expenditures referred to above.

As of September 30, 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 September 30, 1994, such other costs are approximately 
$7,249,000, which include the costs referred to above that were approved 
by the VPSB.

4.  1994 RETAIL RATE CASE
On September 26, 1994, the Company filed a request with the VPSB to 
increase retail rates by 13.9 percent.  The increase is needed primarily 
to cover the rising cost of existing power sources, the cost of new 
power sources the Company has secured to replace power supply that will 
be lost in the near future, and the cost of energy efficiency programs 
the Company has implemented for its customers.

5.  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 was 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 
was approved by the VPSB on May 13, 1994.

6.  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 overall impact of the Court's ruling resulted in a reduction 
of $840,000 in the Company's revenues.

			
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
SEPTEMBER 30, 1994

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

RESULTS OF OPERATIONS

EARNINGS SUMMARY
Earnings per share of common stock in the third quarter of 1994 were 
$0.54 compared to $0.41 in the third quarter of 1993.  The increase in 
earnings was primarily due to a $520,000 increase in earnings of 
Mountain Energy, Inc., a wholly-owned subsidiary that makes investments 
in energy-related development projects.  For the third quarter of 1994, 
the Company's unregulated operations contributed a total of 12 cents to 
the per-share earnings, compared to a loss of 1 cent per share in the 
third quarter of 1993.  (See Note 1 of Notes to Consolidated Financial 
Statements.)

For the nine months ended September 30, 1994 and 1993, earnings per 
share were $1.61 and $1.51, respectively.  The increase in earnings was 
primarily due to a $815,000 increase in earnings of Mountain Energy, 
Inc., and a $555,000 increase in earnings of Green Mountain Propane Gas 
Company, the Company's wholly-owned propane subsidiary.

OPERATING REVENUES AND MWH SALES
Operating revenues, megawatthour (MWh) sales and average number of 
customers are summarized as follows:

                                


                            Three Months Ended             Nine Months Ended
                               September 30                  September 30  
                            ------------------            -------------------
                            1994          1993            1994           1993
                            ----          ----            ----           ----  
Operating Revenues
 (In thousands)
    Retail* . . . . . . . $ 31,771      $ 31,039      $   97,903    $   96,702
    Sales for Resale  . .    4,234         4,011          10,504        11,154
    Other . . . . . . . .      679           597           2,491         1,968
                          --------      --------      ----------    ----------
      Total Operating
       Revenues . . . . . $ 36,684      $ 35,647      $  110,898    $  109,824
                          ========      ========      ==========    ==========
MWh Sales
    Retail* . . . . . . .  402,725       406,217       1,268,776     1,253,337
    Sales for Resale  . .  129,601        99,973         295,699       268,004
                           -------       -------       ---------     ---------
      Total MWh Sales . .  532,326       506,190       1,564,475     1,521,341
                           =======       =======       =========     =========  
Average Number of Customers
    Residential . . . . .   68,851        68,032          68,683        67,893
    Commercial &
     Industrial . . . . .   11,645        11,502          11,630        11,450
    Other . . . . . . . .       79            78              75            75
                            ------        ------          ------        ------
      Total Customers . .   80,575        79,612          80,388        79,418
                            ======        ======          ======        ======

*Includes lease transmissions.

Total operating revenues in the third quarter of 1994 increased 
2.9 percent over the third quarter of 1993.  Commercial and industrial 
revenues increased 2.4 percent in the third quarter of 1994 over the 
same period in 1993 primarily due to a rate increase of 2.9 percent that 
took effect in June 1994.  Residential revenues increased 7.3 percent in 
the third quarter of 1994 over the same period in 1993 primarily due to 
the 2.9 percent rate increase and warmer than normal summer weather in 
1994.  Wholesale revenues increased 5.6 percent in the third quarter of 
1994 over the same period in 1993 primarily because of a substantial 
increase in electricity sales to other utilities in New England.

For the nine months ended September 30, 1994, total operating revenues 
increased 1.0 percent over the same period in 1993.  Retail revenues 
increased 1.2 percent primarily due to a 3.2 percent increase in sales 
to residential customers attributable to colder than normal winter 
weather and warmer than normal summer weather in 1994.  Other operating 
revenue increased 26.5 percent primarily due to regulatory recognition 
of higher levels of expenditures on energy conservation programs.  This 
increase was partially offset by a Vermont Supreme Court decision that 
caused a reduction in revenues of approximately $840,000.  (See Note 6 
of Notes to Consolidated Financial Statements.)  Wholesale revenues 
decreased 5.8 percent primarily due to the greater availability of low-
cost energy in New England, which drove down wholesale prices.

OPERATING EXPENSES
Power supply expenses were essentially unchanged in the third quarter of 
1994 as compared to the same period in 1993.  Power supply expenses 
increased nearly 1 percent for the nine months ended September 30, 1994 
over the same period in 1993 primarily due to a 13.5 percent increase in 
purchases from independent power producers mandated by federal 
legislation.  This increase was partially offset by a decrease in costs 
associated with Vermont Yankee Nuclear Power Corporation due to the 
absence of a refueling outage in 1994.

Transmission expenses decreased 2.5 percent in the third quarter of 1994 
compared to the same period in 1993 primarily due to the restructuring 
of a series of transmission contracts.  Transmission expenses decreased 
3.8 percent for the nine months ended September 30, 1994 compared to the 
same period in 1993 for the same reason.

Other operating expenses decreased 2.9 percent in the third quarter of 
1994 compared to the same period in 1993 primarily due to cost 
containment measures implemented during the latter part of the second 
quarter of 1994.  Other operating expenses increased 2.6 percent for the 
nine months ended September 30, 1994 over the same period in 1993 
primarily due to a settlement with a former insurance carrier that 
resulted in a one-time offset of $359,000 to such expenses in 1993.

Maintenance expenses decreased 12.6 percent in the third quarter of 1994 
compared to the same period in 1993 primarily due to a scheduled 
decrease in plant maintenance.  Maintenance expenses increased 
6.7 percent for the nine months ended September 30, 1994 primarily due 
to a scheduled increase in plant maintenance.

Depreciation and amortization expenses increased 43.3 percent in the 
third quarter of 1994 over the same period in 1993 primarily due to the 
amortization of expenditures related to energy conservation programs and 
to the Pine Street Marsh environmental matter and insurance litigation.  
(See Note 3 of Notes to Consolidated Financial Statements.)  
Depreciation and amortization expenses increased 18.5 percent for the 
nine months ended September 30, 1994 for the same reason.

Taxes other than income taxes increased 3.5 percent in the third quarter 
of 1994 over the same period in 1993 primarily due to an increase in 
property taxes.  Taxes other than income taxes increased 4.3 percent for 
the nine months ended September 30, 1994 for the same reason.

INCOME TAXES
Income taxes were higher in the third quarter of 1994 compared to the 
same period in 1993 primarily due to greater taxable income.  Income 
taxes were lower for the nine months ended September 30, 1994, compared 
to the same period in 1993, primarily due to lower taxable income 
resulting from the Vermont Supreme Court decision reducing income in the 
first quarter of 1994.

OTHER INCOME
Other income increased 86.7 percent in the third quarter of 1994, over 
the same period in 1993, primarily due to a $520,000 increase in 
earnings generated by Mountain Energy, Inc.  Other income increased 
62.3 percent for the nine months ended September 30, 1994 primarily due 
to increases in earnings generated by Mountain Energy, Inc. and Green 
Mountain Propane Gas Company of $815,000 and $555,000, respectively.

INTEREST CHARGES
Interest charges increased 7.2 percent in the third 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.  Interest charges increased 6.5 percent for the nine 
months ended September 30, 1994 for the same reason.


LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 1994, construction and 
conservation expenditures totaled $12.5 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 its common stock in 
1995.  The Company has not determined the date or the amount of the 
stock issuance.

The rating of the Company's first mortgage bonds was lowered by Standard 
and Poor's from "A-" to "BBB+", reflecting Standard and Poor's 
assessment that the electric utility industry is becoming increasingly 
more competitive.  Standard and Poor's changed its "outlook" of the 
Company from "negative" to "stable", reflecting Standard and Poor's 
recognition of the Company's competitive rates, solid operations and 
management, and diverse fuel mix.



GREEN MOUNTAIN POWER CORPORATION
September 30, 1994
PART II - OTHER INFORMATION

ITEM 1.	Legal Proceedings
	See Notes 3, 4, 5 and 6 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
	27	Financial Data Schedule

	(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:  November 10, 1994		/s/ E. M. Norse	
	E. M. Norse, Vice President, Chief
	Financial Officer and Treasurer



Date:  November 10, 1994		/s/ G. J. Purcell	
	G. J. Purcell, Controller


<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
         EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AS OF
         SEPTEMBER 30, 1994 AND THE RELATED STATEMENTS OF
         INCOME AND CASH FLOWS FOR THE NINE MONTHS ENDED
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<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
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<TOTAL-NET-UTILITY-PLANT>                      174,546
<OTHER-PROPERTY-AND-INVEST>                     20,657
<TOTAL-CURRENT-ASSETS>                          21,910
<TOTAL-DEFERRED-CHARGES>                        43,371
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<TOTAL-COMMON-STOCKHOLDERS-EQ>                  99,972
                            8,440
                                        945
<LONG-TERM-DEBT-NET>                            78,000
<SHORT-TERM-NOTES>                              12,815
<LONG-TERM-NOTES-PAYABLE>                            0
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                            0
<CAPITAL-LEASE-OBLIGATIONS>                     11,029
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<OTHER-ITEMS-CAPITAL-AND-LIAB>                  80,100
<TOT-CAPITALIZATION-AND-LIAB>                  293,101
<GROSS-OPERATING-REVENUE>                      110,898
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<OTHER-OPERATING-EXPENSES>                      97,156
<TOTAL-OPERATING-EXPENSES>                     100,890
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<OTHER-INCOME-NET>                               3,285
<INCOME-BEFORE-INTEREST-EXPEN>                  13,293
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                        597
<EARNINGS-AVAILABLE-FOR-COMM>                    7,333
<COMMON-STOCK-DIVIDENDS>                         7,256
<TOTAL-INTEREST-ON-BONDS>                        5,174
<CASH-FLOW-OPERATIONS>                          26,006
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