GREEN MOUNTAIN POWER CORP
U-3A-2, 1995-02-24
ELECTRIC SERVICES
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                                             File No. 69-197

                              Form U-3A-2

                  SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.


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

GREEN MOUNTAIN POWER CORPORATION

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

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

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


1.    Name, state of organization, location and nature of business of 
claimant and every subsidiary thereof, other than any exempt wholesale 
generator (EWG) or foreign utility company in which claimant directly or 
indirectly holds an interest.




GREEN MOUNTAIN POWER CORPORATION

The Company was incorporated under the laws of the State of Vermont on 
April 7, 1893, and has its principal executive office at 25 Green 
Mountain Drive, South Burlington, Vermont.

The principal business of the Company is the generation and purchase of 
electric energy and its transmission, distribution and sale for light, 
power, heat and other purposes to approximately 80,500 customers as of 
December 31, 1994, in five service areas with an estimated population of 
195,000.  The principal territory furnished with electricity comprises 
an area of roughly twenty-five miles in width extending ninety miles 
across north central Vermont between Lake Champlain on the west and the 
Connecticut River on the east.  Included in this territory are the 
cities of Montpelier, Barre, South Burlington, Vergennes and Winooski 
and the Village of Essex Junction, as well as a number of smaller towns 
and communities.  The Company also distributes electricity in four 
noncontiguous areas located in southern and southeastern Vermont that 
are interconnected with the Company's principal service area through the 
transmission lines of VELCO and others.  Included in these areas are the 
communities of Vernon (where the Vermont Yankee plant is located), 
Bellows Falls, White River Junction, Wilder, Wilmington and Dover.

The Company supplies at wholesale a portion of the power requirements of 
several municipalities and cooperatives in the State of Vermont and one 
cooperative in the State of New Hampshire.  In July 1989, the Company 
entered into an agreement with the Northfield Electric Department 
(Vermont) to supply at wholesale Northfield's substantial power 
requirements.  Deliveries of power under the Northfield agreement began 
in November 1989.  The Company interchanges economy and emergency power 
and energy with the New England Power Pool ("NEPOOL").

The Company is the sole stockholder of Mountain Energy, Inc., Green 
Mountain Propane Gas Company, GMP Real Estate Corporation and Lease-
Elec, Inc., all incorporated under the laws of the State of Vermont.  
The business of Mountain Energy, Inc. (Mountain Energy) is to invest in 
non-utility electric generation projects and other electric energy-
related ventures, including energy efficiency businesses.  In 1989, 
Mountain Energy indirectly acquired a 7.1% limited partnership interest 
in a new 71.9 MW wind generating facility that is operating northeast of 
San Francisco.  In 1992, Mountain Energy indirectly acquired a 50% 
limited partnership interest in a 1.6 MW natural gas-fired cogeneration 
facility that is operating near Chicago.  In 1993, Mountain Energy 
indirectly acquired:  (1) a 1% general partnership interest and 49% 
limited partnership interest in a limited partnership that owns certain 
rights to a 1.4 MW hydroelectric facility that is operating near 
Bakersfield, California; (2) a 36% limited partnership interest in a 
demand side management project installed in Honolulu, Hawaii; and (3) a 
25.7% limited partnership interest in a 50 MW wind generating facility 
that is operating northeast of San Francisco.  In 1994, Mountain Energy 
indirectly acquired a 1% general partnership interest in and an 
additional 13% limited partnership interest in the Honolulu, Hawaii 
demand side management project.

The business of Green Mountain Propane Gas Company (GMPG) is to 
distribute propane gas to approximately 15,000 customers.  GMPG is 
operated as an independent subsidiary of the Company.

The business of GMP Real Estate has consisted of the construction, 
operation and lease to the Company of certain assets, principally, the 
headquarters building for the Company in South Burlington, Vermont, as 
well as two service centers in Bellows Falls and Wilmington, Vermont.  
GMP Real Estate, however, has transferred the bulk of the properties and 
the improvements thereon to a third party which, in turn, has leased 
them to the Company.

The business of Lease-Elec consists of the rental and sale of electric 
thermal storage heat equipment.  It is presently dormant and does not 
have any material assets and its business, in the aggregate, is not 
significant to the Company.

Mountain Energy, GMP Real Estate and Lease-Elec are not public utilities 
and are not qualified to do business in any state other than the State 
of Vermont.  A Mountain Energy subsidiary that owns a general 
partnership interest in the hydroelectric facility described above is 
qualified to do business in California.  GMPG is not a public utility 
and is qualified to do business in the State of Vermont and the State of 
New Hampshire.

VERMONT YANKEE NUCLEAR POWER CORPORATION

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

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

VERMONT ELECTRIC POWER COMPANY, INC.

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

VELCO provides transmission services for all of the electric 
distribution utilities in the State of Vermont.  VELCO is reimbursed for 
its costs (as defined in the agreements relating thereto) for the 
transmission of power which VELCO transmits for the electric 
distribution utilities.

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

VELCO is a participant with all of the major electric utilities in New 
England in the NEPOOL, acting for itself and as agent for twenty-two 
other electric utilities in Vermont, including the Company, whereby the 
generating and transmission facilities of all of the participants are 
coordinated on a New England-wide basis through a central dispatching 
agency to assure their operation and maintenance in accordance with 
proper standards of reliability, and to attain the maximum practicable 
economy for all of the participants through the interchange of economy 
and emergency power.

VERMONT ELECTRIC TRANSMISSION COMPANY, INC.

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

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

VERMONT ENERGY RESOURCES, INC.

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

Vermont Energy Resources entered into an Agreement for Joint Ownership, 
Construction and Operation of the J. C. McNeil Generating Station, dated 
October 5, 1982, (the Joint Ownership Agreement) with the City of 
Burlington Electric Department (BED), C. V. Realty, Inc. and Vermont 
Public Power Supply Authority.  The Joint Ownership Agreement relates to 
the J. C. McNeil generating station, a 53-MW (nominal rating) wood-fired 
electric generating station in Burlington, Vermont and associated 
facilities (the Station).  The Station began commercial operation in 
June 1984.  On January 10, 1984, Vermont Energy Resources transferred 
its entire interest in the Station to the Company as permitted by 
provisions of the Joint Ownership Agreement.  Vermont Energy Resources 
has no other business and conducts no operations at this time.

MOUNTAIN ENERGY, INC.

Mountain Energy, Inc. was incorporated under the laws of the State of 
Vermont on December 11, 1989, and has its principal office at 35 Green 
Mountain Drive, South Burlington, Vermont.

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

2.    A brief description of the properties of claimant and each of its 
subsidiary public utility companies used for the generation, 
transmission and distribution of electric energy for sale, or for the 
production, transmission and distribution of natural or manufactured 
gas, indicating the location of principal generating plants, 
transmission lines, producing fields, gas manufacturing plants and 
electric and gas distribution facilities, including all such properties 
which are outside the State in which claimant and its subsidiaries are 
organized, and all transmission or pipelines which deliver or receive 
electric energy or gas at the borders of such State, is detailed below.

GREEN MOUNTAIN POWER CORPORATION

The Company's properties are operated as a single system serving five 
areas in Vermont which are interconnected by transmission lines of 
VELCO.  The Company owns and operates eight hydroelectric generating 
stations with a total nameplate rating of 36.4 MW and an estimated 
effective capability of 35.3 MW, two gas turbine generating stations 
with an aggregate nameplate rating of 59.9 MW and an aggregate effective 
capability of 60.3 MW and two diesel generating stations with a total 
nameplate rating of 8.0 MW and an aggregate effective capability of 8.4 
MW.

The Company had, at December 31, 1994, approximately 1.5 miles of 115 KV 
transmission lines, 9.4 miles of 69 KV transmission lines, 5.4 miles of 
44 KV transmission lines, and 265.4 miles of 34.5 KV transmission lines.  
Its distribution system included about 2,361 miles of overhead lines of 
2.4 to 34.5 KV and 404 miles of underground cable of 2.4 to 34.5 KV.  At 
such date, the Company owned approximately 156,775 Kva of substation 
transformer capacity in transmission substations and 433,150 Kva of 
substation transformer capacity in distribution substations and 
1,243,450 Kva of transformers for stepdown from distribution to customer 
use.  All of the foregoing properties of the Company are located in the 
State of Vermont.

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

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

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

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

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

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

VERMONT YANKEE NUCLEAR POWER CORPORATION

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

VERMONT ELECTRIC POWER COMPANY, INC.

VELCO has no generating facilities, but has approximately 483 pole miles 
of transmission lines and twenty-five associated substations located in 
the State of Vermont.  VELCO's properties interconnect with the lines of 
the New York Power Authority at the New York-Vermont state line near 
Plattsburgh, New York; with the transmission facilities of Niagara 
Mohawk Power Corporation at the New York-Vermont state line near 
Whitehall, New York and North Troy, New York; with lines of New England 
Power Company at or near the New Hampshire-Vermont state line at Wilder, 
Vermont, and at Monroe, New Hampshire, near Claremont, New Hampshire, 
and at the Massachusetts-Vermont state line near North Adams, 
Massachusetts; with the lines of Public Service Company of New Hampshire 
at or near the New Hampshire-Vermont state line at Littleton, New 
Hampshire, Ascutney, Vermont and Vernon, Vermont; and with the lines of 
Hydro-Quebec at the Quebec-Vermont border near Highgate, Vermont through 
an AC/DC/AC converter and 7.6 miles of transmission line jointly owned 
by several Vermont utilities.  All of its transmission facilities are in 
Vermont, except for approximately 4.3 pole miles of transmission lines 
in New Hampshire.

VERMONT ELECTRIC TRANSMISSION COMPANY, INC.

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

VERMONT ENERGY RESOURCES, INC.

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

MOUNTAIN ENERGY, INC.

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


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

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

GREEN MOUNTAIN POWER CORPORATION
Year 1994

Electric:    2,059,290,900
Gas:        None

VERMONT YANKEE NUCLEAR POWER CORPORATION
Year 1994

Electric:    4,315,550,000
Gas:        None

VERMONT ELECTRIC POWER COMPANY, INC.
Year 1994

Electric:    909,095,910
Gas:      None



B.    Number of kWh of electric energy and MCF of natural or 
manufactured gas distributed at retail outside the State in which 
each such company is organized.

GREEN MOUNTAIN POWER CORPORATION
Year 1994

             Electric:     None
                  Gas:     None

VERMONT YANKEE NUCLEAR POWER CORPORATION
Year 1994

             Electric:     None
                  Gas:     None

VERMONT ELECTRIC POWER COMPANY, INC.
Year 1994

             Electric:     None
                  Gas:     None

C.    Number of kWh of electric energy and MCF of natural or 
manufactured gas sold at wholesale outside the State in which each 
such company is organized, or at the State line:

GREEN MOUNTAIN POWER CORPORATION
Year 1994

Electric:    315,318,000
Gas:      None

VERMONT YANKEE NUCLEAR POWER CORPORATION
Year 1994

Electric:    1,941,997,500
Gas:        None

VERMONT ELECTRIC POWER COMPANY, INC.
Year 1994

            Electric:      None
                 Gas:      None



D.    Number of kWh of electric energy and MCF of natural or 
manufactured gas purchased outside the State in which each such 
company is organized, or at the State line:

GREEN MOUNTAIN POWER CORPORATION
Year 1994

Electric:    1,170,877,000
Gas:        None

VERMONT YANKEE NUCLEAR POWER CORPORATION
Year 1994

            Electric:      None
                 Gas:      None


VERMONT ELECTRIC POWER COMPANY, INC.
Year 1994

Electric:    596,227,510
Gas:      None

VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
and
VERMONT ENERGY RESOURCES, INC.

VETCO owns and operates a 52-mile transmission line as 
part of the Phase I project.  VETCO does not buy or sell 
electric energy.  VER transferred the J. C. McNeil 
generation station to the Company before the station 
became operational in 1984.  Therefore, these companies 
have not made any sales or purchases of electric energy 
in 1994.


4.    The following information for the reporting period with respect to 
claimant and each interest it holds directly or indirectly in an EWG or 
a foreign utility company, stating monetary amounts in United States 
dollars:

A.    Name, location, business address and description of the facilities 
used by the EWG or foreign utility company for the generation, 
transmission and distribution of electric energy for sale or for 
the distribution at retail of natural or manufactured gas.

     None


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

     None


C.    Type and amount of capital invested, directly or indirectly, by 
the holding company claiming exemption; any direct or indirect 
guarantee of the security of the EWG or foreign utility company by 
the holding company claiming exemption; and any debt or other 
financial obligation for which there is recourse, directly or 
indirectly, to the holding company claiming exemption or another 
system company, other than the EWG or foreign utility company.

     None


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

     None


E.    Identify any service, sales or construction contract(s) between 
the EWG or foreign utility company and a system company, and 
describe the services to be rendered or goods sold and fees or 
revenues under such agreement(s).

     None


EXHIBIT A

A consolidating statement of income and retained earnings of the 
claimant and its subsidiary companies for the last calendar year, 
together with a consolidating balance sheet of claimant and its 
subsidiary companies as of the close of such calendar year are attached 
hereto.



EXHIBIT B

Financial Data Schedule

1.   Total Assets                         $294,610,621.00

2.   Total Operating Revenues             $148,196,843.00

3.   Net Income                           $ 11,002,924.00


EXHIBIT C

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

    Not applicable


File No. 69-197


SIGNATURE PAGE


The above-named claimant has caused this statement to be duly executed 
on its behalf by its authorized officer on this 24th day of February, 
1995.


                                GREEN MOUNTAIN POWER CORPORATION
                                       (name of claimant)

(Corporate Seal)

	By:       /s/C. L. Dutton       
                                    C. L. Dutton, Vice President,
                                    Chief Financial Officer and
                                    Treasurer



Attest:


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


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


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


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



                                                            EXHIBIT A    

            VERMONT YANKEE NUCLEAR POWER CORPORATION
           STATEMENTS OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1994

Operating revenues                                         $162,757,189

Operating expenses
  Fuel                                                       22,519,594
  Other operation expense                                    68,591,045
  Maintenance expense                                        18,193,623
  Depreciation and amortization expense                      14,403,655
  Decommissioning expense                                    11,860,049
  Taxes on income                                             2,830,240
  Property and other taxes                                   10,004,246
                                                         ---------------
    Total operating expenses                                148,402,452
                                                         ---------------
    Net operating income                                     14,354,737
                                                         ---------------
Other income and deductions
  Decommissioning fund income                                 5,270,926
  Decommissioning expense                                    (5,270,926)
  Other income                                                2,448,379
  Allowance for equity funds used during construction           109,679
  Other income deductions                                       (55,957)
  Taxes on other income                                        (985,674)
                                                         ---------------
    Total other income and deductions                         1,516,427
                                                         ---------------
    Income before interest charges                           15,871,164
                                                         ---------------
Interest charges
  First mortgage bonds long-term debt, net                    5,275,591
  Other long-term debt                                          789,529
  Interest on spent fuel disposal fee obligation              3,367,242
  Other interest expense                                        107,456
  Allowance for borrowed funds used during construction        (256,981)
                                                         ---------------
    Total interest charges                                    9,282,837
                                                         ---------------
Net income                                                    6,588,327
Retained earnings at beginning of period                      1,066,709
Dividends declared-common stock $100 par value                6,279,479
                                                         ---------------
Retained earnings at end of period                           $1,375,557
                                                         ===============

Net income                                                    6,588,327
Weighted average number of common shares outstanding            392,481
Earnings per share of common stock                                16.79
Dividends per share of common stock                               16.00


            VERMONT YANKEE NUCLEAR POWER CORPORATION
                      BALANCE SHEET
                    DECEMBER 31, 1994

ASSETS

UTILITY PLANT

Electric plant, at cost                                    $376,550,817
 Less accumulated depreciation                              212,568,693
                                                         ---------------
                                                            163,982,124
Construction work in progress                                   644,991
                                                         ---------------
    Net electric plant                                      164,627,115
                                                         ---------------
Nuclear fuel at cost
  Assemblies in reactor                                      69,107,973
  Fuel in stock                                              20,038,651
  Spent fuel                                                287,699,413
                                                         ---------------
                                                            376,846,037
Less accumulated depreciation                               341,839,195
                                                         ---------------
  Net nuclear fuel                                           35,006,842
                                                         ---------------
  Net utility plant                                         199,633,957
                                                         ---------------

CURRENT ASSETS
  Cash and temporary investments                              1,284,765
  Accounts receivable from sponsors                          16,742,012
  Other accounts receivable                                   1,471,222
  Materials and supplies, net of amortizaton                 17,165,099
  Prepaid expenses                                            4,752,904
                                                         ---------------
    Total current and accrued assets                         41,416,002
                                                         ---------------
DEFERRED CHARGES
  Deferred decommissioning costs                             36,234,344
  Accumulated deferred income tax                            20,740,581
  Deferred DOE enrichment site decontamination
    and decommissioning fee                                  14,200,187
  Deferred Texas Compact Fee                                 26,457,419
  Net unamortized loss on reacquired debt                     2,697,524
  Other deferred debits                                         669,004
                                                         ---------------
    Total deferred charges                                  100,999,059
                                                         ---------------
INVESTMENTS AND LONG-TERM FUNDS
  Decommissioning fund                                      115,260,404
  Spent fuel disposal fee defeasance fund                    53,938,547
  Other investments and long-term funds                         893,950
                                                         ---------------
    Total investments and long-term funds                   170,092,901
                                                         ---------------
Total assets                                               $512,141,919
                                                         ===============


            VERMONT YANKEE NUCLEAR POWER CORPORATION
                      BALANCE SHEET
                    DECEMBER 31, 1994

CAPITALIZATION AND LIABILITIES

Capitalization
  Common Stock                                               40,001,400
  Additional paid-in capital                                 14,226,318
  Treasury stock                                             (1,129,950)
  Retained earnings                                           1,375,557
                                                         ---------------
    Total common stock equity                                54,473,325
                                                         ---------------
 Long-term debt
  First mortgage bonds                                       75,845,000
                                                         ---------------
    Total capitalization                                    130,318,325
                                                         ---------------

Spent fuel disposal fee and accrued interest                 84,055,400

Current and accrued liabilities
  Accrued liabilities                                        30,331,989
  Accounts payable                                            4,071,958
  Accrued interest                                            1,115,920
  Accrued taxes                                               1,766,658
  Dividends declared                                                  0
                                                         ---------------
    Total current and accrued liabilities                    37,286,525
                                                         ---------------

Deferred credits and reserves
  Accrued decommissioning costs                             152,648,387
  Accumulated deferred income taxes                          55,762,638
  Net regulatory tax liability                                8,351,116
  Accumulated deferred investment tax credit                  6,581,190
  Accrued DOE enrichment site decontamination
    and decommissioning fee                                  12,092,259
  Accrued Texas Compact Fee                                  23,934,781
  Other deferred credits                                      1,111,298
                                                         ---------------
    Total deferred credits and reserves                     260,481,669
                                                         ---------------

Total capitalization and liabilities                       $512,141,919
                                                         ===============

              VERMONT ELECTRIC POWER COMPANY, INC.
           STATEMENTS OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1994

Operating revenues
  Transmission service                                      $16,523,480
  Rent of transmission facilities to others                     237,523
  Sales to other utilities                                   30,943,972
                                                         ---------------
    Total operating revenues                                 47,704,975
                                                         ---------------

Operating expenses
  Purchased power                                            30,943,972
  Transmission expenses
   Operation                                                  1,370,729
   Maintenance                                                1,629,066
   Charges for transmission facilities of others                110,200
                                                         ---------------
     Total transmission expenses                              3,109,995

Administrative and general expenses                           4,292,978
Depreciation and amortization                                 3,714,232
Taxes other than income taxes                                 2,043,348
Income taxes                                                    250,590
                                                         ---------------
    Total operating expenses                                 44,355,115
                                                         ---------------
    Operating income                                          3,349,860

Other income
  Interest                                                      254,784
  Amortization of investment tax credit                          54,061
  Gains from disposition of utility plant                        18,375
  Gains from disposition of property                                533
  Equity in subsidiary earnings                                 761,805
                                                         ---------------
    Total other income                                        1,089,558
                                                         ---------------
    Operating and other income                                4,439,418
                                                         ---------------

Interest and other deductions
  Interest on bonds                                           2,729,397
  Interest on capital leases                                     38,316
  Other interest expense                                         52,238
  Allowance for borrowed funds used during construction         (35,249)
  Amortization of debt expense                                   88,576
  Amortization of loss on reacquired debt                       269,559
  Other deductions                                                  716
                                                         ---------------
    Total interest and other deductions                       3,143,553

Net income - common                                             534,061
Net income - preferred                                          761,804
                                                         ---------------
    Net income                                                1,295,865
Retained earnings at beginning of period-common                 132,500
Retained earnings at beginning of period-preferred               60,217
                                                         ---------------
                                                              1,488,582
Deduct dividends declared-common                                540,000
Deduct dividends declared-preferred                             775,000
                                                         ---------------
Retained earnings at end of period-common                       126,561
Retained earnings at end of period-preferred                     47,021
                                                         ---------------
Retained earnings at end of period                             $173,582
                                                         ===============

              VERMONT ELECTRIC POWER COMPANY, INC.
                        BALANCE SHEET
                      DECEMBER 31, 1994

ASSETS
Utility plant, at original cost                             $91,383,930
Less accumulated depreciation and amortization               44,120,102
                                                         ---------------
Net utility plant                                            47,263,828

Investment in subsidiary at equity                            4,747,021

Current assets
  Cash                                                          162,858
  Bond sinking fund deposits                                    661,833
  Bond interest deposits                                        492,329
  Accounts receivable                                        12,084,116
  Notes receivable from subsidiary                              400,000
  Materials and supplies, at average cost                     1,380,943
  Cash surrender value of life insurance                        777,386
  Other                                                         169,259
    Total current assets                                 ---------------
                                                             16,128,724

Other assets:
  Long-term receivable                                          874,701
  Alternative minimum tax credits                               420,095
  Unamortized debt expense                                      285,664
  Miscellaneous                                                   3,980
                                                         ---------------
    Total other assets                                        1,584,440

                                                         ---------------
Total assets                                                $69,724,013
                                                         ===============

              VERMONT ELECTRIC POWER COMPANY, INC.
                        BALANCE SHEET
                      DECEMBER 31, 1994

CAPITALIZATION AND LIABILITIES

Capitalization
  Stockholders' investment
   Common stock, $100 par value per share:
    Class B                                                  $6,000,000
    Retained earnings                                           126,561
                                                         ---------------
     Total common stock investment                            6,126,561
                                                         ---------------
   Preferred stock, $100 par value per share:
    Class C                                                  10,000,000
    Return of capital                                        (5,300,000)
    Retained earnings                                            47,021
                                                         ---------------
     Total preferred stock investment                         4,747,021
                                                         ---------------
   Total stockholders' investment                            10,873,582
                                                         ---------------

  First mortgage bonds:
    Series I, 8.75% due 2000                                  4,888,000
    Series J, 5.71% due 2003                                 25,393,000
    Series K, 7.45% due 2004                                  7,718,000
                                                         ---------------
                                                             37,999,000
  Less bonds to be retired within one year                    3,441,000
                                                         ---------------
                                                             34,558,000
                                                         ---------------

  Other secured debt:
    BancBoston Chattel leases                                   635,220
    Less secured debt to be retired within one year             240,316
                                                         ---------------
                                                                394,904
                                                         ---------------

                                                         ---------------
     Total capitalization                                    45,826,486
                                                         ---------------

Current liabilities
  Current maturities of long-term debt obligations            3,681,316
  Capital lease obligations                                      21,741
  Notes payable to bank                                       1,000,000
  Accounts payable                                           10,677,458
  Accrued interest on bonds                                     492,329
  Accrued taxes                                                  36,662
  Other                                                          31,598
                                                         ---------------
    Total current liabilities                                15,941,104
                                                         ---------------

Regulatory liability                                          2,706,447
Deferred income taxes                                         1,565,723
Unamortized investment tax credits                              877,285
Deferred compensation                                         2,161,626
Pensions and benefits                                           645,342
                                                         ---------------
Total capitalization and liabilities                        $69,724,013
                                                         ===============

            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
            STATEMENT OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1994

Operating revenues
  Phase I support charges                                    $6,824,158
  Rental income                                                   4,710
                                                         ---------------
    Total operating revenues                                  6,828,868

Operating expenses
  Transmission expenses
    Operations                                                   26,062
    Maintenance                                                 333,538
                                                         ---------------
     Total transmission expenses                                359,600

  Administrative and general expenses                           202,724
  Depreciation and amortization                               2,438,876
  Taxes other than income taxes                                 475,885
  Income taxes                                                1,019,092
                                                         ---------------
     Total operating expenses                                 4,496,177
                                                         ---------------
     Operating income                                         2,332,691

Other income
  Interest                                                          251
  Amortization of investment tax credits                        104,916
                                                         ---------------
    Total other income                                          105,167
                                                         ---------------
    Total operating and other income                          2,437,858
                                                         ---------------

Interest and other deductions:
  Interest on long-term secured notes                         1,526,362
  Interest on debt to associated companies                       42,018
  Other interest expense                                         66,962
  Amortization of debt expense                                   40,712
                                                         ---------------
    Total interest and other deductions                       1,676,054

Net income                                                      761,804

Retained earnings at beginning of period                         60,217
                                                         ---------------
                                                                822,021

Deduct dividends declared                                       775,000
                                                         ---------------
Retained earnings at end of period                              $47,021
                                                         ===============

            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1994

ASSETS
Utility plant, at original cost                             $47,766,450
  Less accumulated depreciation and amortization             20,225,263
                                                         ---------------
Net utility plant                                            27,541,187

Current assets
  Cash                                                          103,895
  Accounts receivable-associated companies                        2,536
  Accounts receivable-non associated companies                       29
  Materials and supplies at average cost                        123,596
  Prepaid insurance                                              20,196
  Other                                                             625
                                                         ---------------
    Total current assets                                        250,877

Unamortized debt expense                                        174,993
Alternative minimum tax credits                                 485,108
                                                         ---------------
Total assets                                                $28,452,165
                                                         ===============

            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1994

CAPITALIZATION AND LIABILITIES

Capitalization:
  Stockholders' equity:
    Common stock, $100 par value per share                       $1,000
    Miscellaneous paid-in-capital                             4,699,000
    Retained earnings                                            47,021
                                                         ---------------
     Total common stock equity                                4,747,021
                                                         ---------------

Long-term secured notes, 8.48% due 2006                      16,880,000

Less notes to be retired within one year                      2,180,000
                                                         ---------------
                                                             14,700,000
                                                         ---------------
     Total capitalization                                    19,447,021

Current liabilities
  Notes to be retired within one year                         2,180,000
  Notes payable-associated companies                            400,000
  Notes payable-bank                                          1,700,000
  Accounts payable - associated companies                        28,537
  Accounts payable - nonassociated companies                     10,233
  Accrued interest on notes                                      56,763
  Accrued taxes                                                  27,522
                                                         ---------------
    Total current liabilities                                 4,403,055

Regulatory liability                                            546,855
Deferred income taxes                                         2,866,367
Deferred investment tax credits                               1,188,867
                                                         ---------------
Total capitalization and liabilities                        $28,452,165
                                                         ===============

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
            CONSOLIDATING STATEMENT OF INCOME
          FOR THE YEAR ENDED DECEMBER 31, 1994

<CAPTION>
                                                              GMPC           VER          Total      Eliminations   Consolidated


<S>                                                        <C>                     <C> <C>                      <C>  <C>            
Operating Revenues                                         $148,196,843            $0  $148,196,843             $0   $148,196,843
                                                         -------------------------------------------------------------------------
Operating Expenses
  Power Supply                                                                                                                  0
    VY Nuclear Power Corporation                             30,299,920                  30,299,920                    30,299,920
    Company-owned generation                                  3,112,890                   3,112,890                     3,112,890
    Purchases from others                                    45,777,056                  45,777,056                    45,777,056
Other operating                                              17,295,419                  17,295,419                    17,295,419
Transmission                                                 10,374,477                  10,374,477                    10,374,477
Maintenance                                                   4,464,761                   4,464,761                     4,464,761
Depreciation & amortizaton                                   10,683,282                  10,683,282                    10,683,282
Taxes other than income                                       6,276,400                   6,276,400                     6,276,400
Income taxes                                                  5,395,397                   5,395,397                     5,395,397
                                                         -------------------------------------------------------------------------
      Total operating expenses                              133,679,602             0   133,679,602              0    133,679,602
                                                         -------------------------------------------------------------------------
        Operating income                                     14,517,241             0    14,517,241              0     14,517,241
                                                         -------------------------------------------------------------------------
Other Income
  Equity in earnings of affiliates and non-utility operat     2,791,277                   2,791,277        321,042      3,112,319
  Allowance for equity funds used during construction           263,150                     263,150                       263,150
  Other income and deductions, net                              627,113                     627,113       (321,042)       306,071
                                                         -------------------------------------------------------------------------
    Total other income                                        3,681,540             0     3,681,540              0      3,681,540
                                                         -------------------------------------------------------------------------
      Income before interest charges                         18,198,781             0    18,198,781              0     18,198,781
                                                         -------------------------------------------------------------------------
Interest Charges
  Long-term debt                                              6,868,337                   6,868,337                     6,868,337
  Other                                                         866,988                     866,988                       866,988
  Allowance for borrowed funds used during construction        (539,468)                   (539,468)                     (539,468)
                                                         -------------------------------------------------------------------------
    Total interest charges                                    7,195,857             0     7,195,857              0      7,195,857
                                                         -------------------------------------------------------------------------
Net Income                                                   11,002,924             0    11,002,924              0     11,002,924
Dividends on preferred stock                                    794,434                     794,434                       794,434
                                                         -------------------------------------------------------------------------
Net Income Applicable to Common Stock                       $10,208,490            $0   $10,208,490             $0    $10,208,490
                                                         =========================================================================
</TABLE>

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
      CONSOLIDATING STATEMENT OF RETAINED EARNINGS
          FOR THE YEAR ENDED DECEMBER 31, 1994

<CAPTION>
                                                              GMPC           VER          Total      Eliminations   Consolidated

<S>                                                         <C>               <C>       <C>                     <C>   <C>           
Balance - January 1,1994                                    $25,230,459       ($1,897)  $25,228,562             $0    $25,228,562
Net income                                                   11,002,924             0    11,002,924                    11,002,924
                                                         -------------------------------------------------------------------------
  Total                                                      36,233,383        (1,897)   36,231,486              0     36,231,486

Charges:
  Dividends on Capital Stock
    Preferred - 4.75% Class B,$4.75 per share                    17,991                      17,991                        17,991
        -7% Class C,$7 per share                                 38,062                      38,062                        38,062
        -9 3/8% Class D,Series 1,$9.375 per share               131,250                     131,250                       131,250
        -8 5/8% Class D,Series 3,$8.625 per share               603,750                     603,750                       603,750

    Common                                                    9,713,752                   9,713,752                     9,713,752
Other                                                                                             0                             0
                                                         -------------------------------------------------------------------------
    Total                                                    10,504,805             0    10,504,805              0     10,504,805
                                                         -------------------------------------------------------------------------
Balance - December 31, 1994                                 $25,728,578       ($1,897)  $25,726,681             $0    $25,726,681
                                                         =========================================================================
</TABLE>

<TABLE>


            GREEN MOUNTAIN POWER CORPORATION
               CONSOLIDATING BALANCE SHEET
                    DECEMBER 31, 1994
<CAPTION>
                                                              GMPC           VER          Total      Eliminations   Consolidated


                         ASSETS
ELECTRIC UTILITY

<S>                                                        <C>                   <C>   <C>                      <C>  <C>       
Utility Plant
  Utility plant, at original cost                          $227,990,596          $541  $227,991,137                  $227,991,137
  Less accumulated depreciation                              69,245,916                  69,245,916                    69,245,916
                                                         -------------------------------------------------------------------------
     Net utility plant                                      158,744,680           541   158,745,221              0    158,745,221
  Property under capital lease                               10,277,942                  10,277,942                    10,277,942
  Construction work in progress                               6,964,139                   6,964,139                     6,964,139
                                                         -------------------------------------------------------------------------
          Total utility plant, net                          175,986,761           541   175,987,302              0    175,987,302
                                                         -------------------------------------------------------------------------
Other Investments
  Associated companies, at equity
    Vermont Electric Power Company                            3,231,672                   3,231,672                     3,231,672
    VY Nuclear Power Corporation                              9,766,329                   9,766,329                     9,766,329
    Other                                                    29,250,783                  29,250,783    (21,497,940)     7,752,843
                                                         -------------------------------------------------------------------------
        Total other investments                              42,248,784             0    42,248,784    (21,497,940)    20,750,844
                                                         -------------------------------------------------------------------------
Current Assets
  Cash                                                        2,113,273                   2,113,273                     2,113,273
  Special deposits                                                  210                         210                           210
  Accounts receivable,customers&others,                                                                                         0
    less allowance for doubtful accounts                     15,239,727            57    15,239,784                    15,239,784
  Accrued utility revenues                                    6,012,438                   6,012,438                     6,012,438
  Fuel,materials & and supplies at average cost               3,313,516                   3,313,516                     3,313,516
  Prepayments                                                 1,795,628                   1,795,628                     1,795,628
  Other                                                         322,387                     322,387                       322,387
                                                         -------------------------------------------------------------------------
          Total current assets                               28,797,179            57    28,797,236              0     28,797,236
                                                         -------------------------------------------------------------------------

Deferred Charges and Other                                   35,658,616                  35,658,616                    35,658,616

NON UTILITY 
 Cash and Cash Equivalents                                      579,227                     579,227                       579,227
 Other Current Assets                                         7,096,771                   7,096,771     (1,381,400)     5,715,371
 Property and Equipment                                      11,329,385                  11,329,385                    11,329,385
 Intangible Assets                                            3,022,303                   3,022,303                     3,022,303
 Other Assets                                                12,179,047                  12,179,047        591,290     12,770,337
                                                         -------------------------------------------------------------------------
                                                             34,206,733             0    34,206,733       (790,110)    33,416,623
                                                         -------------------------------------------------------------------------

TOTAL ASSETS                                               $316,898,073          $598  $316,898,671   ($22,288,050)  $294,610,621
                                                         =========================================================================
</TABLE>

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
               CONSOLIDATING BALANCE SHEET
                    DECEMBER 31, 1994

<CAPTION>
                                                              GMPC           VER          Total      Eliminations   Consolidated

             CAPITALIZATION AND LIABILITIES

ELECTRIC UTILITY

<S>                                                         <C>                  <C>    <C>                     <C>   <C>     
Capitalization
  Common Stock
    Par value                                               $15,591,191          $500   $15,591,691                   $15,591,691
    Additional paid-in capital                               60,378,717                  60,378,717                    60,378,717
    Retained earnings                                        25,728,578        (1,897)   25,726,681                    25,726,681
    Reacquired capital stock                                   (378,461)                   (378,461)                     (378,461)
                                                         -------------------------------------------------------------------------
          Total common stock equity                         101,320,025        (1,397)  101,318,628              0    101,318,628
                                                         -------------------------------------------------------------------------
Redeemable cumulative preferred stock                         9,135,000                   9,135,000                     9,135,000

Long-term debt, less current maturities                      74,967,000                  74,967,000                    74,967,000
                                                         -------------------------------------------------------------------------
          Total capitalization                              185,422,025        (1,397)  185,420,628              0    185,420,628
                                                         -------------------------------------------------------------------------
Capital lease obligation                                     10,277,942                  10,277,942                    10,277,942
                                                         -------------------------------------------------------------------------
Current Liabilities
  Current maturities of long-term debt                        4,833,000                   4,833,000                     4,833,000
  Short-term debt                                            20,214,198                  20,214,198                    20,214,198
  Accounts payable, trade                                     5,487,108         1,995     5,489,103                     5,489,103
  Accounts payable to associated companies                    1,978,518                   1,978,518      2,881,190      4,859,708
  Dividends declared                                            193,959                     193,959                       193,959
  Customer deposits                                             964,209                     964,209                       964,209
  Taxes accrued                                               1,441,772                   1,441,772                     1,441,772
  Interest accrued                                            1,953,007                   1,953,007                     1,953,007
  Other                                                         492,122                     492,122                       492,122
                                                         -------------------------------------------------------------------------
          Total current liabilities                          37,557,893         1,995    37,559,888      2,881,190     40,441,078
                                                         -------------------------------------------------------------------------
Deferred Credits
  Accumulated deferred income taxes                          22,081,740                  22,081,740                    22,081,740
  Unamortized investment tax credits                          5,389,793                   5,389,793                     5,389,793
  Other                                                      21,961,947                  21,961,947                    21,961,947
                                                         -------------------------------------------------------------------------
         Total deferred credits                              49,433,480             0    49,433,480              0     49,433,480
                                                         -------------------------------------------------------------------------

NON UTILITY
 Current liabilities                                          3,954,554                   3,954,554     (3,036,684)       917,870
 Other liabilities                                            9,599,378                   9,599,378     (1,479,755)     8,119,623
 Stockholders' equity                                        20,652,801                  20,652,801    (20,652,801)             0
                                                         -------------------------------------------------------------------------
                                                             34,206,733             0    34,206,733    (25,169,240)     9,037,493
                                                         -------------------------------------------------------------------------

TOTAL CAPITALIZATION AND LIABILITIES                       $316,898,073          $598  $316,898,671   ($22,288,050)  $294,610,621
                                                         =========================================================================
</TABLE>


            GREEN MOUNTAIN PROPANE GAS COMPANY
                    INCOME STATEMENT
          FOR THE YEAR ENDED DECEMBER 31, 1994
                                                        CONFIDENTIAL TREATMENT
REVENUE
  Propane
  Other petroleum products                                      522,739
  Contract work                                                 958,735
  Rental space and water heating                                279,142
                                                         ---------------
    Total revenue
                                                         ---------------
COST OF SALES
  Propane product
  Contract materials                                            534,917
  Subcontractors - Contract work                                 67,113
  Petroleum distillates                                         411,585
  Labor capitalized                                             (50,592)
  Sales discounts and allowances                                 54,511
                                                         ---------------
    Total cost of sales
                                                         ---------------
Gross profit
                                                         ---------------
OPERATING EXPENSES
  Salaries and wages
  Employee insurance benefits
  Other employee benefits
  Retirement expenses
  Payroll taxes
  Uniforms
  Bad debt expenses
  Advertising
  Sales promotion
  Bank charges
  Consulting fees
  Donations
  Postage and freight
  Insurance
  Legal and accounting
  Dues and subscriptions
  Office expense
  Recruiting
  Rents
  Repairs and maintenence
  Supplies
  Taxes
  Telephone
  Training
  Travel and car allowance
  Utilities
  Vehicle maintenance
  Vehicle expense - fuel
  Meetings and registration fees
                                                         ---------------
Total operating expenses
                                                         ---------------
Earnings before depreciation and depreciation
                                                         ---------------
Depreciation
Amortization
                                                         ---------------
  Total depreciation and amortization
                                                         ---------------
Earnings before other (income) expense
                                                         ---------------
Other (income) expense
  Interest income
  Interest expense
  Other (income) expense
  Loss (gain) on disposal of asset
                                                         ---------------
    Total other (income) expense
                                                         ---------------
Income before parent charges

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

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


            GREEN MOUNTAIN PROPANE GAS COMPANY
                      BALANCE SHEET
                   DECEMBER 31, 1994
                                                        CONFIDENTIAL TREATMENT
ASSETS

Current Assets
  Cash                                                         $515,818
  Accounts receivable                                         1,558,716
  Employee advances                                               1,494
  Computer advances                                              27,722
  Inventory                                                   1,201,933
  Prepaid expenses                                               77,899
                                                         ---------------
    Total current assets                                      3,383,582
                                                         ---------------

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

                                                         ---------------
Accumulated amortization
                                                         ---------------
    Total intangible assets
                                                         ---------------

Other assets
  Financed sales                                                 95,078
  Deferred acquisition costs                                     46,834
  Waterbury bulk expansion                                       88,296
  Computer system development                                   207,290
  Work in process                                                 1,134
                                                         ---------------
    Total other assets                                          438,632
                                                         ---------------
Total assets
                                                         ===============

            GREEN MOUNTAIN PROPANE GAS COMPANY
                      BALANCE SHEET
                   DECEMBER 31, 1994
                                                        CONFIDENTIAL TREATMENT
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable
  Due to GMP                                                    663,779
  Pre-sold contracts                                             73,457
  Budgets/meter accounts                                         45,255
  Payroll taxes payable                                           3,188
  Accounts payable-GMPCU                                             22
  Taxes other payable                                            90,640
  Sales tax payable                                              12,438
  Accrued income taxes                                          106,344
  Accrued expenses                                               57,607
                                                         ---------------
    Total current liabilities
                                                         ---------------

Total unearned interest
Note payable  State Street
Deferred income  Non-compete
Deferred taxes                                                  673,513
                                                         ---------------
Total liabilities
                                                         ---------------

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

            GREEN MOUNTAIN PROPANE GAS COMPANY
             STATEMENT OF RETAINED EARNINGS
          FOR THE YEAR ENDED DECEMBER 31, 1994
                                                        CONFIDENTIAL TREATMENT
Balance January 1, 1994
Net income
Prior period adjustment
                                                         ---------------
Balance December 31, 1994
                                                         ===============

                        LEASE-ELEC, INC.
        INCOME STATEMENT AND STATEMENT OF RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1994

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

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

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


                        LEASE-ELEC, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1994

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

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


                        LEASE-ELEC, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1994

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

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

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


                  GMP REAL ESTATE CORPORATION
        INCOME STATEMENT AND STATEMENT OF RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1994

Revenues
  Revenue - lease                                               $56,901
  Revenue - Interest                                              1,361
                                                         ---------------
    Total revenues                                               58,262
                                                         ---------------

Expenses
  Interest expense                                              157,389
  Income taxes - federal                                        (41,076)
  Income taxes - state                                          (10,863)
  Property tax expense                                            2,713
  Depreciation                                                   25,940
  Salaries and wages                                                852
  Miscellaneous expenses                                             43
                                                         ---------------
    Total expenses                                              134,998
                                                         ---------------
Net loss                                                        (76,736)
Retained earnings at beginning of period                        (90,343)
                                                         ---------------
Retained earnings at end of period                            ($167,079)
                                                         ===============


                  GMP REAL ESTATE CORPORATION
                         BALANCE SHEET
                       DECEMBER 31, 1994

ASSETS
  Cash                                                          $40,632
  Rent receivable                                                 4,742
  Land - headquarters                                           117,896
  Land - Wilmington                                              32,179
  Land - Bellows Falls                                           46,290
  Land - 35 Green Mountain Drive                                101,412
  Building - 35 Green Mountain Drive                            775,347
  Building - Biron estate Montpelier                             40,077
  Land - Biron estate Montpelier                                138,451
  Organization costs                                                403
  Income tax benefits receivable                                126,478
  Deferred income taxes                                          13,863
                                                         ---------------
    Total assets                                             $1,437,770
                                                         ===============


                  GMP REAL ESTATE CORPORATION
                         BALANCE SHEET
                       DECEMBER 31, 1994

LIABILITIES AND SHAREHOLDERS' EQUITY
  Accounts payable                                              $83,962
  Accrued interest payable                                       40,632
  Notes payable #2                                            1,299,255
  Notes payable #4                                              180,500
  Common stock (5 shares, no par)                                   500
  Retained earnings                                            (167,079)
                                                         ---------------
    Total liabilities and shareholders' equity               $1,437,770
                                                         ===============


                    MOUNTAIN ENERGY, INC.
                      INCOME STATEMENT
              FOR THE YEAR ENDED DECEMBER 31, 1994

Revenues
  Equity in earnings of subsidiaries                         $1,711,981
  Other income                                                   16,179
  Interest income due from GMP                                  (17,523)
  Interest income Notes                                         198,318
  Interest income Bank                                            2,725
                                                         ---------------
    Total revenues                                            1,911,680
                                                         ---------------

Labor expenses
  Employee compensation                                         246,636
  Payroll taxes                                                  15,919
  Contract labor                                                 59,278
  Professional fees - due from GMP                              (25,062)
                                                         ---------------
    Total labor expenses                                        296,771
                                                         ---------------

Benefits expenses
  Group medical claims                                           12,497
  Group medical admin                                             1,205
  Group medical reserves                                          2,716
  Group life insurance                                              648
  Group disability insurance expense                              1,255
  Workers' comp insurance expense                                   860
  Postretirement health care expense                              4,981
  Pension expense                                                11,181
  401(k) expense                                                  5,280
                                                         ---------------
    Total benefits expenses                                      40,623
                                                         ---------------

Other operating expenses
  Telephone                                                       2,062
  Repairs and maintenance                                           136
  Office supplies                                                 2,184
  Furniture and office equipment expense                          1,035
  Postage and freight                                               731
  Legal and professional fees                                    50,932
  Contract and Proj expense                                      86,889
  Membership dues and licenses                                      625
  Subscription & library fees                                     3,571
  Corporate franchise fees                                       (2,118)
  Education and seminars                                            430
  Travel and lodging                                              2,261
  Auto expense                                                    1,929
  Meals                                                             696
  Bank charges                                                      275
  Interest expense                                                  118
  Sales and use tax                                                 719
  Miscellaneous                                                     317
  Depreciation                                                    8,774
  Amortization intangibles                                       13,046
  Parent payroll allocation                                       8,607
  Parent overhead allocation                                     97,906
                                                         ---------------
    Total other operating expenses                              281,125
                                                         ---------------

Total expenses                                                  618,519
                                                         ---------------
Income before taxes                                           1,293,161
                                                         ---------------

State income tax expense                                        112,491
Federal income tax expense                                      401,310
Income tax ITC amortization                                     (45,416)
                                                         ---------------
Net income                                                     $824,776
                                                         ===============

                    MOUNTAIN ENERGY, INC.
                      BALANCE SHEET
                    DECEMBER 31, 1994

ASSETS

Current assets
  Cash                                                          $22,777
  Accounts receivable                                             3,701
  GMP receivable                                                927,244
  Notes receivable                                            2,660,120
  Interest receivable-notes                                     171,619
  GMP receivable-ITC                                            454,156
  Prepaid state taxes                                             7,425
                                                         ---------------
    Total current assets                                      4,247,042
                                                         ---------------

Fixed assets
  Partnership interests                                       9,599,000
  Equity in earnings of subsidiaries                          2,244,960
  Partnership distributions                                  (1,644,828)
  Furniture and office equipment                                 66,616
  Leasehold improvements                                         10,508
  Accumulated depreciation                                      (21,617)
                                                         ---------------
    Total fixed assets                                       10,254,639
                                                         ---------------

Other assets
  Deferred AMT receivable                                     1,262,900
  Software                                                          671
  Organization Costs                                             61,880
  Accumulated amortization-intangibles                          (61,501)
                                                         ---------------
    Total other assets                                        1,263,950
                                                         ---------------
Total assets                                                $15,765,631
                                                         ===============


                    MOUNTAIN ENERGY, INC.
                      BALANCE SHEET
                    DECEMBER 31, 1994

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  GMP payable                                                 2,248,311
  Accounts payable                                                6,507
  Benefits payable                                               24,643
  Payroll taxes payable                                           7,579
                                                         ---------------
    Total current liabilities                                 2,287,040
                                                         ---------------

Long-term liabilities
  Deferred ITC                                                  247,213
  Deferred federal taxes                                      2,201,203
  Deferred state taxes                                           91,115
  ME deferred AMT                                               (52,700)
  MEC deferred AMT                                              223,298
  MEI deferred AMT                                              (10,200)
  MEH deferred AMT                                              166,800
                                                         ---------------
    Total long-term liabilities                               2,866,729
                                                         ---------------

      Total liabilities                                       5,153,769
                                                         ---------------

Shareholders' equity
  Common stock                                               10,112,497
  Retained earnings                                            (325,411)
  Net income                                                    824,776
                                                         ---------------
    Total shareholders' equity                               10,611,862
                                                         ---------------
Total liabilities and shareholders' equity                  $15,765,631
                                                         ===============

<TABLE> <S> <C>

<ARTICLE> OPUR3
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1994 AND THE RELATED
STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1994 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                             294,610,621
<TOTAL-OPERATING-REVENUES>                 148,196,843
<NET-INCOME>                                11,002,924
        

</TABLE>


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