GREEN MOUNTAIN POWER CORP
10-Q, 1996-05-14
ELECTRIC SERVICES
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                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


				

                                     FORM 10-Q


X	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
  Act of 1934
                   For the quarterly period ended March 31, 1996

                                         or

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


                          Commission file number 1-8291


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

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

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

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


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

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

	Class - Common Stock	                     		Outstanding March 31, 1996	
	$3.33 1/3 Par Value		                               	4,881,356

<TABLE>

GREEN MOUNTAIN POWER CORPORATION
Consolidated Comparative Balance Sheets
(Unaudited)

Part 1 - Item 1

<CAPTION>

                                                                     March 31                  December 31
                                                       -----------------------------------   ----------------
                                                             1996               1995               1995
                                                       ----------------   ----------------   ----------------
                                                                  (In thousands)             (In thousands)

ASSETS

ELECTRIC UTILITY
<S>                                                           <C>                <C>                <C> 
Utility Plant
    Utility plant, at original cost....................       $240,298           $229,765           $239,291
    Less accumulated depreciation......................         78,085             71,224             75,797
                                                       ----------------   ----------------   ----------------
      Net utility plant................................        162,213            158,541            163,494
    Property under capital lease.......................          9,778             10,278              9,778
    Construction work in progress......................         10,041              7,405              8,727
                                                       ----------------   ----------------   ----------------
      Total utility plant, net.........................        182,032            176,224            181,999
                                                       ----------------   ----------------   ----------------
Other Investments
    Associated companies, at equity (Note 2)...........         16,052             16,591             16,024
    Other investments..................................          4,516              4,029              4,224
                                                       ----------------   ----------------   ----------------
      Total other investments..........................         20,568             20,620             20,248
                                                       ----------------   ----------------   ----------------
Current Assets
    Cash...............................................            616                656                 84
    Accounts receivable, customers and others,
      less allowance for doubtful accounts.............         19,554             16,093             18,081
    Accrued utility revenues (Note 1)..................          5,951              5,270              6,523
    Fuel, materials and supplies, at average cost......          3,188              3,239              3,312
    Prepayments........................................          1,843              1,562              1,890
    Other..............................................            227                274                326
                                                       ----------------   ----------------   ----------------
      Total current assets.............................         31,379             27,094             30,216
                                                       ----------------   ----------------   ----------------
Deferred Charges
    Demand side management programs....................         18,119             15,865             18,367
    Environmental proceedings costs....................          7,887              7,842              7,893
    Purchased power costs..............................          5,833              1,914              8,433
    Other..............................................          8,726             11,598              8,258
                                                       ----------------   ----------------   ----------------
      Total deferred charges...........................         40,565             37,219             42,951
                                                       ----------------   ----------------   ----------------
NON-UTILITY
    Cash and cash equivalents..........................          1,427              1,116                 76
    Other current assets...............................          2,519              5,339              4,055
    Property and equipment.............................         11,397             11,542             11,478
    Intangible assets..................................          2,466              2,954              2,580
    Equity investment in energy related businesses.....         13,308              9,374             10,999
    Other assets.......................................          8,484              4,935              8,680
                                                       ----------------   ----------------   ----------------
      Total non-utility assets.........................         39,601             35,260             37,868
                                                       ----------------   ----------------   ----------------
Total Assets...........................................       $314,145           $296,417           $313,282
                                                       ================   ================   ================




CAPITALIZATION AND LIABILITIES

ELECTRIC UTILITY
Capitalization 
    Common Stock Equity
      Common stock,$3.33 1/3 par value,
         authorized 10,000,000 shares (issued
        4,897,212, 4,715,156 and 4,850,496)............        $16,324            $15,717            $16,168
      Additional paid-in capital.......................         65,320             61,197             64,206
      Retained earnings................................         27,716             26,283             26,412
      Treasury stock, at cost (15,856 shares)..........           (378)              (378)              (378)
                                                       ----------------   ----------------   ----------------
        Total common stock equity......................        108,982            102,819            106,408
    Redeemable cumulative preferred stock..............          8,930              9,135              8,930
    Long-term debt, less current maturities............         83,934             74,967             91,134
                                                       ----------------   ----------------   ----------------
        Total capitalization...........................        201,846            186,921            206,472
                                                       ----------------   ----------------   ----------------

Capital lease obligation...............................          9,778             10,278              9,778
                                                       ----------------   ----------------   ----------------
Current Liabilities
    Current maturuties of long-term debt...............          3,500              3,500              7,833
    Short-term debt....................................         13,014             14,515              8,416
    Accounts payable, trade, and accrued liabilities...          3,726              4,927              5,529
    Accounts payable to associated companies...........          6,232              5,857              7,011
    Dividends declared.................................            194                194                194
    Customer deposits..................................            746                917                816
    Taxes accrued......................................          3,588              2,590                571
    Interest accrued...................................          1,844              1,755              1,847
    Deferred revenues (Note 1).........................          5,615              5,069                --
    Other..............................................            370                630                412
                                                       ----------------   ----------------   ----------------
        Total current liabilities......................         38,829             39,954             32,629
                                                       ----------------   ----------------   ----------------
Deferred Credits
    Accumulated deferred income taxes..................         24,651             22,879             25,292
    Unamortized investment tax credits.................          5,015              5,313              5,107
    Other..............................................         22,058             21,297             21,642
                                                       ----------------   ----------------   ----------------
        Total deferred credits.........................         51,724             49,489             52,041
                                                       ----------------   ----------------   ----------------

NON-UTILITY
    Current liabilities................................          1,223                790              1,124
    Other liabilities..................................         10,745              8,985             11,238
                                                       ----------------   ----------------   ----------------
        Total non-utility liabilities..................         11,968              9,775             12,362
                                                       ----------------   ----------------   ----------------
Total Capitalization and Liabilities...................       $314,145           $296,417           $313,282
                                                       ================   ================   ================

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


</TABLE>

<TABLE>

GREEN MOUNTAIN POWER CORPORATION
Consolidated Comparative Income Statements
(Unaudited)

Part 1 - Item 1

<CAPTION>
                                                                          Three Months Ended
                                                                               March 31
                                                                -----------------------------------------
                                                                      1996                    1995
                                                                -----------------       -----------------
                                                                (In thousands, except amounts per share)

<S>                                                                      <C>                     <C>
Operating Revenues (Note 1).....................................         $48,415                 $40,023
                                                                -----------------       -----------------
Operating Expenses
  Power Supply
     Vermont Yankee Nuclear Power Corporation (Note 2)..........           7,411                   7,574
     Company-owned generation...................................             846                     815
     Purchases from others......................................          18,668                  12,390
  Other operating...............................................           4,907                   4,565
  Transmission..................................................           2,691                   2,349
  Maintenance...................................................           1,122                   1,171
  Depreciation and amortization.................................           3,875                   3,203
  Taxes other than income.......................................           1,777                   1,669
  Income taxes..................................................           2,045                   1,805
                                                                -----------------       -----------------
     Total operating expenses...................................          43,342                  35,541
                                                                -----------------       -----------------
       Operating income.........................................           5,073                   4,482
                                                                -----------------       -----------------

Other Income
  Equity in earnings of affiliates and non-utility operations...             856                     596
  Allowance for equity funds used during construction...........              40                     --
  Other income and deductions, net..............................              15                     (13)
                                                                -----------------       -----------------
    Total other income..........................................             911                     583
                                                                -----------------       -----------------
      Income before interest charges............................           5,984                   5,065
                                                                -----------------       -----------------

Interest Charges
  Long-term debt................................................           1,814                   1,686
  Other.........................................................             228                     317
  Allowance for borrowed funds used during  construction........            (123)                   (165)
                                                                -----------------       -----------------
    Total interest charges......................................           1,919                   1,838
                                                                -----------------       -----------------
Net Income......................................................           4,065                   3,227

Dividends on preferred stock....................................             190                     194
                                                                -----------------       -----------------
Net Income Applicable to Common Stock...........................          $3,875                  $3,033
                                                                =================       =================

Common Stock Data
  Earnings per share............................................           $0.80                   $0.65

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

  Weighted average shares outstanding...........................           4,860                   4,680


Consolidated Comparative Statements of Retained Earnings
(Unaudited)

Balance - beginning of period...................................         $26,412                 $25,727
Net Income......................................................           4,065                   3,227
                                                                -----------------       -----------------
                                                                          30,477                  28,954
                                                                -----------------       -----------------

Cash Dividends - redeemable cumulative preferred stock..........             190                     194
               - common stock...................................           2,571                   2,477
                                                                -----------------       -----------------
                                                                           2,761                   2,671
                                                                -----------------       -----------------

Balance - end of period.........................................         $27,716                 $26,283
                                                                =================       =================

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

</TABLE>


<TABLE>

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

Part 1 - Item 1

<CAPTION>


                                                                                 Three Months Ended
                                                                                       March 31
                                                                       ---------------------------------------
                                                                             1996                  1995
                                                                       -----------------     -----------------
                                                                                    (In thousands)
<S>                                                                              <C>                   <C>
Operating Activities:
  Net Income...........................................................          $4,065                $3,227
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization....................................           3,875                 3,203
      Dividends from associated companies less equity income...........             (29)                   93
      Allowance for funds used during construction.....................            (164)                 (165)
      Amortization of purchased power costs............................           1,715                 1,271
      Deferred income taxes............................................            (515)                  924
      Deferred revenues (Note 1).......................................           5,615                 5,069
      Amortization of gain on sale of property.........................             (13)                  (13)
      Deferred purchased power costs...................................            (145)               (2,697)
      Amortization of investment tax credits...........................             (92)                  (77)
      Environmental proceedings costs..................................            (365)                 (333)
      Changes in:
        Accounts receivable............................................          (1,474)                 (854)
        Accrued utility revenues.......................................             572                   743
        Fuel, materials, and supplies..................................             124                    74
        Prepayments and other current assets...........................           1,683                   659
        Accounts payable...............................................          (2,582)                  436
        Taxes accrued..................................................           3,017                 1,148
        Interest accrued...............................................              (3)                 (198)
        Other current liabilities......................................             (13)                  (37)
      Other............................................................             349                (1,071)
                                                                       -----------------     -----------------
    Net cash provided by operating activities..........................          15,620                11,402
                                                                       -----------------     -----------------

Investing Activities:
    Construction expenditures..........................................          (2,275)               (2,646)
    Conservation expenditures..........................................            (891)                 (932)
    Investment in nonutility property..................................          (2,145)                   14
                                                                       -----------------     -----------------
      Net cash used in investing activities............................          (5,311)               (3,564)
                                                                       -----------------     -----------------
Financing Activities:
    Issuance of common stock...........................................           1,270                   944
    Short-term debt, net...............................................           4,599                (5,699)
    Reduction in long-term debt........................................         (11,533)               (1,333)
    Cash dividends.....................................................          (2,762)               (2,670)
                                                                       -----------------     -----------------
      Net cash used in financing activities............................          (8,426)               (8,758)
                                                                       -----------------     -----------------

    Net increase (decrease) in cash and cash equivalents...............           1,883                  (920)
    Cash and Cash equivalents at beginning of period...................             160                 2,692
                                                                       -----------------     -----------------
Cash and Cash Equivalents at End of Period.............................          $2,043                $1,772
                                                                       =================     =================

Supplemental Disclosure of Cash Flow Information:
    Cash paid during the quarter for:
       Interest (net of amounts capitalized)...........................          $1,987                $2,167
       Income taxes....................................................               2                     8

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

</TABLE>




GREEN MOUNTAIN POWER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996


Part 1 - Item 1

1.  SIGNIFICANT ACCOUNTING POLICIES
Pursuant to an order of the Vermont Public Service Board (VPSB), the 
Company's rate structure is seasonally differentiated, with higher rates 
billed during the four winter months and lower rates billed during the 
remaining eight months of the year.  In order to match revenues with 
related costs more accurately on an interim basis, the Company 
recognizes revenue in a manner that seeks to eliminate the impact of 
such seasonally differentiated rates.  At March 31, 1996 and 1995, the 
Company had recorded deferred revenues of $5.6 million and $5.1 million, 
respectively, in accordance with this policy.  These deferred revenues 
are recognized in subsequent interim periods.

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



                                             Three Months Ended
                                                  March 31     
                                             ------------------
                                             1996          1995
                                             ----          ----
                                                (In thousands)

Revenue . . . . . . . . . . . . . . .       $3,925        $3,004
Expenses  . . . . . . . . . . . . . .        3,557         2,883
                                            ------        ------
Net Income  . . . . . . . . . . . . .       $  368        $  121
                                            ======        ======

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



                                                     Three Months Ended
                                                           March 31     
                                                    ---------------------
                                                    1996             1995
                                                    ----             ----
                                                        (In thousands)
Vermont Yankee Nuclear Power Corporation
  Gross Revenue . . . . . . . . . . . . . . . . .  $39,756         $51,375
  Net Income Applicable to Common Stock . . . . .    1,598           1,758
  Company's Equity in Net Income  . . . . . . . .      280             281

Vermont Electric Power Company, Inc.
  Gross Revenue . . . . . . . . . . . . . . . . .  $12,289         $12,661
  Net Income Before Dividends . . . . . . . . . .      298             333
  Company's Equity in Net Income
    (Includes preferred equity) . . . . . . . . .       82              99

3.  ENVIRONMENTAL MATTERS
In 1982, the United States Environmental Protection Agency (EPA) 
notified the Company that the EPA, pursuant to the Comprehensive 
Environmental Response, Compensation, and Liability Act of 1980 
(CERCLA), was considering spending public funds in response to claimed 
releases of allegedly hazardous substances at what since has become 
known as the Pine Street Barge Canal Site (Site) in Burlington, Vermont.  
A manufactured-gas facility was owned and operated on part of the Site 
by several separate enterprises, including the Company, from the late 
19th century to 1967.  The EPA's notice stated that the Company may be a 
"potentially responsible party" (PRP) under CERCLA from which 
reimbursement of costs of investigation and of corrective action may be 
sought.  On February 23, 1988, the Company received a Special Notice 
letter from the EPA stating that the letter constituted a formal demand 
for reimbursement of response costs, including interest thereon, 
incurred and to be incurred at the Site.

On December 5, 1988, the EPA brought suit against the Company, New 
England Electric System (NEES), and Vermont Gas Systems, Inc. (VGS) in 
the United States District Court for the District of Vermont seeking 
reimbursement for costs it incurred in conducting activities in 1985 to 
remove allegedly hazardous substances from a portion of the Site, and 
seeking a declaratory judgment concerning liability of the defendants 
for all subsequent response costs associated with that area, known as 
the Maltex Pond Area.  The complaint alleged that the removal costs were 
at least $741,000.  The EPA also sought interest on this amount from the 
date the funds were expended and costs of litigation, including 
attorneys' fees.  The Company entered certain cross-claims and third-
party claims.  Fourth-party defendants also were joined.  In July 1990, 
the Company and 13 other settling defendants signed a proposed Consent 
Decree settling the removal action litigation, paying collectively 
$945,000.  Individual contributions were confidential.  On December 26, 
1990, upon the unopposed motion of the United States, the Consent Decree 
was entered by the Court.

During 1989, the EPA began a Remedial Investigation (RI) and Feasibility 
Study (FS) relating to the Site.  In late 1990 and in 1991, the EPA 
conducted a second phase of RI work and studied the treatability of 
soils and groundwater at the Site.

On November 6, 1992, the EPA released its final RI/FS reports and 
announced a proposed remedy with an estimated total present value of 
$47.0 million.  This amount included 30 years' estimated operation and 
maintenance costs, with a net present value of $26.4 million.  The EPA's 
proposed remedy called for construction of a large above-grade 
Containment/Disposal Facility (CDF) that also would have consisted of 
subsurface vertical barriers and a low permeability cap, with collection 
trenches and a hydraulic control system to capture groundwater for 
eventual treatment.  The proposed remedy also included a long-term 
monitoring program and  construction of new wetlands.

The Company and other PRPs submitted extensive comments to the EPA 
opposing the proposed remedy and in response to an earlier request from 
the EPA, a detailed analysis of an alternative remedy anticipated to 
cost approximately $20 million.  In June 1993, in response to 
overwhelming negative comment, the EPA withdrew its proposed remedy and 
announced that it would work with all interested parties in developing a 
new proposal.  The EPA then established a coordinating council, with 
representatives of PRPs, environmental groups, and government agencies, 
and presided over by a neutral facilitator.  The council has reached 
consensus on additional studies appropriate for the Site and is 
beginning to address remedy selection.

In July 1994, the Company, NEES, and VGS, entered into an Administrative 
Order by Consent with the EPA, pursuant to which these PRPs conducted 
certain additional studies agreed to by the coordinating council.  A 
second phase, including tasks carried over from the first phase, 
additional field studies and preparation of an addendum feasibility 
study was begun in 1995 by the Company and NEES under a second Order.  
The EPA did not require reimbursement for its past RI/FS study costs as 
a condition to allowing the PRPs to conduct these additional studies.  
The EPA has previously announced that ultimately it will seek to hold 
the Company and other PRPs liable for such costs, which have been 
estimated to be at least $4.5 million.  The Company has sufficient 
reserves on its balance sheet to cover such costs.

On December 1, 1994, (i) the Company, NEES and VGS entered into a 
confidential agreement with the State, the City of Burlington and nearly 
all other landowner PRPs under which the liability of those landowner 
PRPs for future Superfund response costs would be limited and specified 
and (ii) the Company entered into a confidential agreement with VGS 
compromising contribution and cost recovery claims of each party and 
contractual indemnity claims of the Company arising from the 1964 sale 
of the manufactured gas plant to VGS.  In March 1996, the Company and 
NEES entered into a confidential agreement compromising contribution and 
cost recovery claims of each party concerning the Site.

In December 1991, the Company brought suit against several previous 
insurers seeking recovery of unrecovered past costs and indemnity 
against future liabilities associated with environmental problems at the 
Site.  Discovery in the case is largely complete, with the exception of 
expert discovery.  Further discovery has been stayed by the court until 
the revised RI/FS reports are finalized, the Company's liability is 
finally determined or January 1, 1997, which ever comes first.  In 1994, 
the United States District Judge granted the Company's Motion for 
Summary Judgment with respect to defense costs against one defendant and 
denied it against another defendant.  The Company has reached 
confidential settlements with two of the defendant insurers.  One 
settling defendant provided the Company with comprehensive general 
liability insurance between 1976 and 1982, and with environmental 
impairment liability insurance from 1981 to 1984.  The other provided 
the Company with second layer excess liability coverage for a seven-
month period in 1976.

The Company has deferred amounts received from third parties pending 
resolution of the Company's ultimate liability with respect to the Site 
and rate recognition of that liability.  The Company is unable to 
predict at this time the magnitude of any liability resulting from 
potential claims concerning the Site, or the likely disposition or 
magnitude of claims the Company may have against others, including its 
insurers, except to the extent described above.

Through rate cases filed in 1991, 1993 and 1994, the Company has sought 
and received recovery for ongoing expenses associated with the Site.  
Specifically, the Company proposed rate recognition of its unrecovered 
expenditures between January 1991 and June 30, 1994 (totaling of 
approximately $7.3 million) for technical consultants and legal 
assistance in connection with the EPA's enforcement actions at the Site 
and insurance litigation.  While reserving the right to argue in the 
future about the appropriateness of rate recovery for Site related 
costs, the Company and the Vermont Department of Public Service (the 
Department) reached agreements in these cases that the full amount of 
Site costs reflected in those rate cases should be recovered in rates.  
The Company's rates approved by the VPSB on April 2, 1992, on May 13, 
1994 and on June 5, 1995 reflected the Site related expenditures 
referred to above.

In a rate case filed on September 15, 1995, the Company sought recovery 
in rates of approximately $1.3 million in expenses associated with the 
Site.  This amount represented the Company's unrecovered expenditures 
between July 1994 and June 1995 for technical consultants and legal 
assistance in connection with EPA's enforcement action at the Site and 
insurance litigation.  While reserving the right to argue in the future 
about the appropriateness of rate recovery for Site related costs (and 
whether recovery or non-recovery of past costs and any insurance 
proceeds is relevant to such issue), the parties to the case have 
reached agreement that the full amount of Site costs reflected in the 
Company's 1995 rate case should be recovered in rates.  This agreement 
is currently pending before the VPSB.

Management expects to seek and (assuming treatment consistent with the 
previous regulatory treatment set forth above) receive ratemaking 
treatment for unreimbursed costs incurred beyond the amounts for which 
ratemaking treatment has been received.

4.  1995 Retail Rate Case
On September 15, 1995, the Company filed a request with the VPSB to 
increase retail rates by 12.7 percent.  The increase is needed to cover 
higher power supply costs, to support additional investment in plant and 
equipment, to fund expenses associated with the Site, and to cover 
higher costs of capital.

The Company and the Department reached a settlement agreement providing 
for a 5.25 percent retail rate increase effective June 1, 1996, and a 
target return on equity for utility operations of 11.25 percent.  The 
settlement was based on a newly negotiated agreement with Hydro-Quebec 
that will result in a reduction of the Company's power supply costs 
below that which was anticipated, allowing the Company to reduce the 
amount of its rate request.  The rate settlement must be reviewed and 
approved by the VPSB before it can take effect.  The VPSB has until May 
31, 1996 to make its decision.

5.  1994 Retail Rate Case
On September 26, 1994, the Company filed a request with the VPSB to 
increase retail rates by 13.9 percent.  The increase was needed 
primarily to cover the rising cost of existing power sources, the cost 
of new power sources the Company has secured to replace power supply 
that will be lost in the near future, and the cost of energy efficiency 
programs the Company has implemented for its customers.  The Company, 
the Department and the other parties in the proceeding reached a 
settlement agreement providing for a 9.25 percent retail rate increase 
effective June 15, 1995, and a target return on equity for utility 
operations of 11.25 percent.  The agreement was approved by the VPSB on 
June 9, 1995.

6.  SFAS 121
Statement of Financial Accounting Standards (SFAS) 121, Accounting for 
the Impairment of Long Lived Assets, which was implemented by the 
Company on January 1, 1996, requires that any assets, including 
regulatory assets, which are no longer probable of recovery through 
future revenues, be revalued based upon future cash flows.  SFAS 121 
requires that a rate-regulated enterprise recognize an impairment loss 
for the amount of costs excluded from recovery. Based upon the regulatory
environment within which the Company currently operates, the Company does
not expect that SFAS 121 will have a material impact on the Company's
financial position or results of operations.

7.  RECLASSIFICATION
Certain line items on the prior year's financial statements have been 
reclassified for consistent presentation with the current year.
                                             

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


GREEN MOUNTAIN POWER CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1996

Part 1 - Item 2

RESULTS OF OPERATIONS

Earnings Summary
Earnings per share of common stock in the first quarter of 1996 were 
$0.80, compared to $0.65 per share in the first quarter of 1995.  The 
increase in earnings in 1996 was primarily due to an increase in 
operating revenues resulting from a 9.25 percent retail rate increase 
that went into effect in June 1995, an increase in sales of electricity 
caused by colder (but normal) winter weather and modest growth in the 
business sector.

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



                                                     Three Months Ended
                                                          March 31     
                                                     -------------------
                                                     1996           1995
                                                     ----           ----
Operating Revenues (In thousands)
  Retail . . . . . . . . . . . . . . . . . .      $ 41,102        $ 35,566
  Sales for Resale . . . . . . . . . . . . .         6,470           3,364
  Other  . . . . . . . . . . . . . . . . . .           843           1,093
                                                  --------        --------
   Total Operating Revenues  . . . . . . . .      $ 48,415        $ 40,023
                                                  ========        ========
MWh Sales
  Retail . . . . . . . . . . . . . . . . . .       485,091         460,337
  Sales for Resale . . . . . . . . . . . . .       239,287          91,383
                                                   -------         -------
   Total MWh Sales . . . . . . . . . . . . .       724,378         551,720
                                                   =======         =======
Average Number of Customers
  Residential  . . . . . . . . . . . . . . .        70,112          69,466
  Commercial & Industrial  . . . . . . . . .        11,799          11,669
  Other  . . . . . . . . . . . . . . . . . .            74              76
                                                    ------          ------
   Total Customers . . . . . . . . . . . . .        81,985          81,211
                                                    ======          ======

Total operating revenues in the first quarter of 1996 increased 21.0 
percent over the same period in 1995. Retail revenues increased 15.6 
percent in the first quarter of 1996 over the same period in 1995 
primarily due to a 9.25 percent retail rate increase that went into 
effect in June 1995, and a 5.38 percent increase in electricity sales 
resulting from an increase in sales of electricity caused by colder (but 
normal) winter weather and modest growth in the business sector.  
Wholesale revenues increased 92.4 percent in the first quarter of 1996 
over the same period in 1995 primarily due to regional market conditions 
that allowed the Company to buy electricity and resell it to other 
utilities at prices slightly higher than the purchase price.

Operating Expenses
Power supply expenses increased 29.6 percent in the first quarter of 
1996 over the same period in 1995 as the Company purchased additional 
power to meet retail and wholesale customer needs.

Other operating expenses increased 7.5 percent in the first quarter of 
1996 over the same period in 1995 primarily due to costs associated with 
the Company's customer research and market analysis efforts.

Transmission expenses rose 14.6 percent in the first quarter of 1996 
over the same period in 1995 primarily due to the need for additional 
transmission services related to the increased wholesale transactions 
mentioned above.

Maintenance expenses decreased 4.2 percent in the first quarter of 1996 
compared to the same period in 1995 primarily due to cost containment 
measures implemented by the Company.

Depreciation and amortization expenses increased 21.0 percent in the 
first quarter of 1996 over the same period in 1995 primarily due to the 
amortization of expenditures related to energy conservation programs and 
the Pine Street Barge Canal environmental matter and insurance 
litigation. (See Note 3 of Notes to Consolidated Financial Statements.)

Taxes other than income taxes increased 6.4 percent in the first quarter 
of 1996 over the same period in 1995 primarily due to an increase in the 
gross revenue tax.

Income Taxes
Income taxes increased 13.2 percent in the first quarter of 1996 over 
the same period in 1995 primarily due to an increase in taxable income.

Other Income
Other income increased 56.3 percent in the first quarter of 1996 over 
the same period in 1995 primarily due a $148,000 increase in earnings 
reported by Mountain Energy, Inc., the Company's wholly-owned subsidiary 
that invests in electric energy generation and efficiency projects, and 
a $47,000 increase in earnings reported by Green Mountain Propane Gas 
Company, the Company's wholly-owned propane subsidiary.

Interest Charges
Interest charges increased 4.4 percent in the first quarter of 1996 over 
the same period in 1995 primarily due to an increase in long-term debt 
outstanding during the period. These charges were partially offset by a 
reduction in interest charges related to a decrease in short-term debt 
outstanding during the period.


LIQUIDITY AND CAPITAL RESOURCES
For the three months ended March 31, 1996, construction and conservation 
expenditures totaled $3.2 million. Such expenditures in 1996 are 
expected to be approximately $29.5 million, principally for expansion 
and improvements of the Company's transmission and distribution plant, 
for conservation measures and for the construction of a 6 megawatt wind 
turbine generating plant located in southern Vermont.

In January 1996, a portion of the proceeds from the sale of $24 million 
of the Company's first mortgage bonds in December 1995 was used to 
refund $7.2 million of the Company's 10.7 percent first mortgage bonds.

The Company anticipates issuing approximately $13 million of common 
stock and approximately $13 million of first mortgage bonds in July and 
November 1996, respectively. The proceeds will be used to retire short-
term debt and for other corporate purposes.

Other
Green Mountain Resources, Inc., a wholly-owned subsidiary established in 
April 1996, is a part owner of Green Mountain Energy Partners L.L.C. 
(GMEP), which is participating in the "New Hampshire Pilot Project," an 
experiment in retail wheeling to be conducted in New Hampshire beginning 
May 28, 1996.  The pilot involves 17,000 commercial and residential 
electric customers, opening up 50 megawatts of retail customer load to 
competition.  Customers wishing to participate in the pilot signed up 
with the New Hampshire Public Utilities Commission, which held a lottery 
to select the actual participants.  GMEP and other project participants, 
both in New England and elsewhere, are competing for customers who elect 
to buy electricity under the pilot.  GMEP's participation in the pilot 
will not have a material impact on the Company's financial position or 
results of operations in 1996.


GREEN MOUNTAIN POWER CORPORATION
March 31, 1996
PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings
          See Notes 3, 4 and 5 of Notes to Consolidated Financial 
Statements

ITEM 2.  Changes in Securities
          NONE

ITEM 3.  Defaults Upon Senior Securities
          NONE

ITEM 4.  Submission of Matters to a Vote of Security Holders
          NONE

ITEM 5.  Other Information
          NONE

ITEM 6.  (a)  EXHIBITS
                12        Computation of Ratio of Earnings to
                          Fixed Charges

                27        Financial Data Schedule

          (b)  REPORTS ON FORM 8-K
                          Form 8-K was not required to be filed
                          during the current quarter


GREEN MOUNTAIN POWER CORPORATION

SIGNATURES





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



                                   GREEN MOUNTAIN POWER CORPORATION    
                                         (Registrant)



Date:  May 14, 1996                    /s/ C. L. Dutton           
                               C. L. Dutton, Vice President, Chief
                               Financial Officer and Treasurer



Date:  May 14, 1996                    /s/ G. J. Purcell          
                               G. J. Purcell, Controller




<TABLE>

                                                         EXHIBIT 12                                                    

Green Mountain Power Corporation
Computation of Ratio of Earnings to Fixed Charges

<CAPTION>
                                                                                           Year Ended December 31,
                                               Period Ended March 31, 1996        ---------------------------------------------
                                              Three Months       Twelve Months      1995     1994     1993     1992     1991
                                           -------------------------------------- ---------------------------------------------
                                                                                             (Dollars in thousands)
<S>                                                    <C>               <C>       <C>      <C>      <C>      <C>      <C> 
Earnings:
  Net earnings                                         $3,815            $11,873   $11,242  $11,052  $10,764  $12,296  $10,260
  Income taxes                                          2,199              6,680     6,310    5,917    5,922    6,451    5,795
  Fixed charges                                         2,503              9,807     9,777    9,777    9,370    9,332    9,303
                                           -------------------------------------- ---------------------------------------------
    Total earnings                                     $8,517            $28,361   $27,329  $26,746  $26,056  $28,079  $25,358
                                           ====================================== =============================================

Fixed Charges:
  Interest                                             $2,084             $8,152    $8,047   $8,043   $7,590   $7,518   $7,517
  Amortization of debt premium and discount                42                122       140      138      102       85       48
  Interest portion of rental payments                     377              1,533     1,590    1,596    1,678    1,729    1,738
                                           -------------------------------------- ---------------------------------------------
    Total fixed charges                                $2,503             $9,807    $9,777   $9,777   $9,370   $9,332   $9,303
                                           ====================================== =============================================

Ratio of earnings to fixed charges                       3.40               2.89      2.80     2.74     2.78     3.01     2.73
                                           ====================================== =============================================

</TABLE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet as of March 31, 1996 and the related
consolidated statements of income and cash flows for the three months
ended March 31, 1996 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                       182,032
<OTHER-PROPERTY-AND-INVEST>                      20,568
<TOTAL-CURRENT-ASSETS>                           31,379
<TOTAL-DEFERRED-CHARGES>                         40,565
<OTHER-ASSETS>                                   39,601
<TOTAL-ASSETS>                                  314,145
<COMMON>                                         16,324
<CAPITAL-SURPLUS-PAID-IN>                        64,942
<RETAINED-EARNINGS>                              27,716
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  108,982
                             8,120
                                         810
<LONG-TERM-DEBT-NET>                             83,934
<SHORT-TERM-NOTES>                               13,014
<LONG-TERM-NOTES-PAYABLE>                             0
<COMMERCIAL-PAPER-OBLIGATIONS>                        0
<LONG-TERM-DEBT-CURRENT-PORT>                     3,500
                             0
<CAPITAL-LEASE-OBLIGATIONS>                       9,778
<LEASES-CURRENT>                                      0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   86,007
<TOT-CAPITALIZATION-AND-LIAB>                   314,145
<GROSS-OPERATING-REVENUE>                        48,415
<INCOME-TAX-EXPENSE>                              2,045
<OTHER-OPERATING-EXPENSES>                       41,297
<TOTAL-OPERATING-EXPENSES>                       43,342
<OPERATING-INCOME-LOSS>                           5,073
<OTHER-INCOME-NET>                                  911
<INCOME-BEFORE-INTEREST-EXPEN>                    5,984
<TOTAL-INTEREST-EXPENSE>                          1,919
<NET-INCOME>                                      4,065
                         190
<EARNINGS-AVAILABLE-FOR-COMM>                     3,875
<COMMON-STOCK-DIVIDENDS>                          2,571
<TOTAL-INTEREST-ON-BONDS>                         1,814
<CASH-FLOW-OPERATIONS>                           15,620
<EPS-PRIMARY>                                       .80
<EPS-DILUTED>                                       .80
        

</TABLE>


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