GREEN MOUNTAIN POWER CORP
U-3A-2, 1997-02-27
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, Lease-Elec, Inc. and Green 
Mountain Resources, 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 82,100 
customers as of December 31, 1996, in five service areas with an 
estimated population of 200,000.  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, and 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.  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 and 
of Green Mountain Resources, Inc., incorporated under the laws of the 
State of Delaware.

The primary business of Mountain Energy, Inc. (Mountain Energy) is 
to invest in non-utility energy generation and efficiency projects. 
Mountain Energy's principal office is at 35 Green Mountain Drive, South 
Burlington, Vermont.

The business of Green Mountain Propane Gas Company (GMPG) is to 
distribute propane gas to approximately 10,000 customers in Vermont and 
New Hampshire.  GMPG's principal office is at Main Street, Richmond, 
Vermont.

The business of GMP Real Estate Corporation 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.  GMP Real Estate's principal 
office is at 25 Green Mountain Drive, South Burlington, Vermont.

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. The offices of Lease-Elec are located at 
25 Green Mountain Drive, South Burlington, Vermont.

Green Mountain Resources, Inc. (GMRI) was formed in April 1996 to 
explore opportunities in competitive retail energy markets.  In 1996, 
GMRI, together with subsidiaries of Hydro-Quebec, Consolidated Natural 
Gas Corporation and Noverco, Inc. participated in the retail sales of 
energy in pilot programs in New Hampshire and Massachusetts through 
Green Mountain Energy Partners L.L.C. (GMEP), a Delaware limited 
liability company formed in April 1996, with offices located at 25 Green 
Mountain Drive, South Burlington, Vermont.

The State of New Hampshire has undertaken an experiment to provide 
retail customer choice in the purchase of electricity.  The New 
Hampshire pilot program is one of the nation's first significant 
attempts to test the viability of retail electric competition.  GMEP has 
been competing since May 1996 with approximately two dozen other 
suppliers to serve 17,000 eligible customers.  Service under the pilot 
program began in June 1996 and is expected to continue until June 1998.

The Commonwealth of Massachusetts authorized Bay State Gas 
Company's Pioneer Valley Customer Choice Residential Pilot Program (the 
"Bay State Gas Pilot"), in which GMEP is participating.  The Bay State 
Gas Pilot permits the retail sale of natural gas to up to 10,000 
eligible residential customers. Service under the Bay State Gas Pilot 
began in November 1996 and is expected to continue until November 1998.

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.  Two other Mountain Energy 
subsidiaries have financial interests in demand side management projects 
and are qualified to do business in Hawaii and New Jersey, respectively.  
GMPG is not a public utility and is qualified to do business in the 
State of Vermont and the State of New Hampshire.  Neither GMRI nor GMEP 
are public utilities, and both are qualified to do business in the 
States of Vermont, New Hampshire and Massachusetts.


                  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, Inc. 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, various electric energy efficiency projects 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 powered 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 99% limited 
partnership interest in a limited partnership that owns the right to 50% 
of the revenues from 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 powered 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.

Mountain Energy also has financial interests in various demand side 
management projects in Hawaii, Maine, New York, Massachusetts and New 
Jersey.

     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 
claimed capability of 35.7 MW, two gas turbine generating stations with 
an aggregate nameplate rating of 63.0 MW and an aggregate claimed 
capability of 73.2 MW and two diesel generating stations with a total 
nameplate rating of 8.0 MW and an aggregate claimed capability of 8.6 
MW.

The Company had, at December 31, 1996, 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 2,384 miles 
of overhead lines of 2.4 to 34.5 KV and 432 miles of underground cable 
of 2.4 to 34.5 KV.  At such date, the Company owned approximately 
153,275 Kva of substation transformer capacity in transmission 
substations and 446,050 Kva of substation transformer capacity in 
distribution substations and 1,260,901 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% (6.8 MW of a total 620 
MW) -- lead participant is Central Maine Power Company;

B.   Stony Brook #1, Ludlow, Massachusetts -- 8.8% (31.0 MW of 
a total 352 MW) -- lead participant is Massachusetts 
Municipal Wholesale Electric Company;

C.   Joseph C. McNeil Generating Station, Burlington, Vermont 
- -- 11% (5.8 MW of a total 53 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 53EMW 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 interests 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 99% limited 
partnership interest in a limited partnership that owns the right to 50% 
of the revenues from 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 1996

                           Electric 2,477,546,000
                           Gas:     None

                  VERMONT YANKEE NUCLEAR POWER CORPORATION
                                 Year 1996

                           Electric: 3,798,790,000
                           Gas:      None

                    VERMONT ELECTRIC POWER COMPANY, INC.
                                 Year 1996

                           Electric: 863,374,500
                           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 1996

                           Electric: None
                           Gas:      None

                 VERMONT YANKEE NUCLEAR POWER CORPORATION
                                 Year 1996

                           Electric: None
                           Gas:      None

                   VERMONT ELECTRIC POWER COMPANY, INC.
                                 Year 1996

                           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 1996

                          Electric: 637,194,200
                          Gas:      None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                  Year 1996

                          Electric: 1,709,455,500
                          Gas:      None

                     VERMONT ELECTRIC POWER COMPANY, INC.
                                  Year 1996

                          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 1996

                          Electric: 1,647,409,000
                          Gas:      None

                   VERMONT YANKEE NUCLEAR POWER CORPORATION
                                   Year 1996

                          Electric:	None
                          Gas:      None


                     VERMONT ELECTRIC POWER COMPANY, INC.
                                   Year 1996

                          Electric: 614,230,690
                          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 1996.


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              	$324,539,435.00

2.Total Operating Revenues  	$179,008,691.00

3.Net Income                	$ 11,959,345.00


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 27th day of 
February, 1997.


                                   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/R.J. Griffin
R.J. Griffin
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, 1996

Operating revenues                                        $181,715,081

Operating expenses
  Nuclear fuel expense                                      18,810,015
  Other operation expense                                   76,389,994
  Maintenance expense                                       33,216,181
  Depreciation and amortization expense                     14,703,068
  Decommissioning expense                                   12,672,041
  Taxes on income                                            2,029,786
  Property and other taxes                                   9,188,834
                                                        ---------------
    Total operating expenses                               167,009,919
                                                        ---------------
    Operating income                                        14,705,162
                                                        ---------------
Other income and deductions
  Net earnings on decommissioning trust                      7,092,659
  Decommissioning expense                                   (7,092,659)
  Interest                                                   4,686,487
  Allowance for equity funds used during construction           99,744
  Taxes on other income                                     (1,791,322)
  Other, net                                                  (144,503)
                                                        ---------------
    Total other income and deductions                        2,850,406
                                                        ---------------
    Income before interest expense                          17,555,568
                                                        ---------------
Interest expense
  First mortgage bonds long-term debt                        5,190,372
  Other long-term debt                                         318,142
  Interest on spent fuel disposal fee obligation             4,719,745
  Other interest expense                                       688,940
  Allowance for borrowed funds used during construction       (347,104)
                                                        ---------------
    Total interest expense                                  10,570,095
                                                        ---------------
Net income                                                   6,985,473
Retained earnings at beginning of period                       845,390
Dividends declared                                           6,130,553
                                                        ---------------
Retained earnings at end of period                          $1,700,310
                                                        ===============

Average number of common shares outstanding                    392,481
Net income per avg share of common stock outstanding             17.80
Dividends per avg share of common stock outstanding              15.62


            VERMONT YANKEE NUCLEAR POWER CORPORATION
                     BALANCE SHEET
                   DECEMBER 31, 1996

ASSETS

UTILITY PLANT

Electric plant, at cost                                   $390,408,434
 Less accumulated depreciation                             238,116,288
                                                        ---------------
                                                           152,292,146
Construction work in progress                                        0
                                                        ---------------
    Net electric plant                                     152,292,146
                                                        ---------------
Nuclear fuel at cost:
  Assemblies in reactor                                     64,988,800
  Spent fuel                                               333,194,089
                                                        ---------------
                                                           398,182,889
Less accumulated depreciation of nuclear fuel              370,845,821
                                                        ---------------
  Net nuclear fuel                                          27,337,068
                                                        ---------------
  Net utility plant                                        179,629,214
                                                        ---------------

CURRENT ASSETS
  Cash and cash equivalents                                  1,109,472
  Accounts receivable from sponsors                         12,254,737
  Other accounts receivable                                  3,322,036
  Materials and supplies, net of amortizaton                17,433,162
  Prepaid expenses                                           4,467,827
                                                        ---------------
    Total current assets                                    38,587,234
                                                        ---------------
DEFERRED CHARGES
  Deferred decommissioning costs                            45,434,155
  Accumulated deferred income taxes                         24,537,227
  Deferred DOE enrichment site decontamination
    and decommissioning fee                                 12,723,331
  Deferred low-level radioactive waste facility expense     26,538,634
  Net unamortized loss on reacquired debt                    2,333,804
  Other deferred charges                                     4,560,332
                                                        ---------------
    Total deferred charges                                 116,127,483
                                                        ---------------
LONG-TERM FUNDS
  Decommissioning trust                                    152,426,620
  Spent fuel disposal fee defeasance trust                  78,228,986
                                                        ---------------
    Total long-term funds                                  230,655,606
                                                        ---------------
                                                          $564,999,537
                                                        ===============


            VERMONT YANKEE NUCLEAR POWER CORPORATION
                     BALANCE SHEET
                   DECEMBER 31, 1996

CAPITALIZATION AND LIABILITIES

CAPITALIZATION
  COMMON STOCK, $100 par value
   Authorized 400,100 shares, issued 400,014
   shares of which 7,533 are held in Treasury               40,001,400
  Additional paid-in capital                                14,226,318
  Treasury stock (7,533 shares at cost)                     (1,129,950)
  Retained earnings                                          1,700,310
                                                        ---------------
    Total common stock equity                               54,798,078
                                                        ---------------
LONG-TERM OBLIGATIONS
  First mortgage bonds Series I 6.480%, 2009                75,845,000
  Eurodollar Agreement                                       4,182,424
                                                        ---------------
    Total long-term obligations                             80,027,424
                                                        ---------------
      Total capitalization                                 134,825,502
                                                        ---------------

Spent fuel disposal fee and accrued interest                93,733,251

CURRENT LIABILITIES
  Accounts payable                                           2,570,700
  Accrued expenses                                          15,977,565
  Accrued low-level waste expenses                           5,795,398
  Accrued interest                                           1,498,974
  Accrued taxes                                              1,404,431
  Other accrued liabilities                                  4,124,424
  Dividends declared                                                 0
                                                        ---------------
    Total current liabilities                               31,371,492
                                                        ---------------

DEFERRED CREDITS
  Accrued decommissioning costs                            204,990,445
  Accumulated deferred income taxes                         46,390,590
  Net regulatory tax liability                               7,344,237
  Accumulated deferred investment tax credit                 5,509,391
  Accrued DOE enrichment site decontamination
    and decommissioning fee                                 10,683,247
  Accrued low-level waste facility expenses                 23,934,781
  Accrued employee benefits                                  6,216,601
                                                        ---------------
    Total deferred credits                                 305,069,292
                                                        ---------------

                                                          $564,999,537
                                                        ===============



              VERMONT ELECTRIC POWER COMPANY, INC.
           STATEMENTS OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1996

Operating revenues
  Transmission service                                     $16,031,323
  Rent of transmission facilities to others                    266,764
  Sales to other utilities                                  32,029,131
                                                        ---------------
    Total operating revenues                                48,327,218
                                                        ---------------

Operating expenses
  Purchased power                                           32,029,131
  Transmission expenses:
   Operation                                                 1,396,978
   Maintenance                                               1,440,765
   Charges for transmission facilities of others               109,729
                                                        ---------------
     Total transmission expenses                             2,947,472

Administrative and general expenses                          5,053,965
Depreciation and amortization                                4,009,477
Taxes other than income taxes                                2,253,428
Income taxes                                                  (576,791)
                                                        ---------------
    Total operating expenses                                45,716,682
                                                        ---------------
    Operating income                                         2,610,536

Other income
  Interest                                                     156,131
  Amortization of investment tax credits                        68,630
  Equity in subsidiary earnings                                667,000
                                                        ---------------
    Total other income                                         891,761
                                                        ---------------
    Operating and other income                               3,502,297
                                                        ---------------

Interest and other deductions
  Interest on bonds                                          2,112,411
  Interest on chattel notes                                     42,479
  Other interest expense                                       171,858
  Allowance for borrowed funds used during
     construction - credit                                     (94,168)
  Amortization of debt expense                                  53,528
  Other income deductions                                          560
                                                        ---------------
    Total interest and other deductions                      2,286,668

Net income - common                                            548,630
Net income - preferred                                         667,000
                                                        ---------------
    Net income                                               1,215,630
Retained earnings at beginning of period-common                151,544
Retained earnings at beginning of period-preferred              78,802
                                                        ---------------
    Subtotal                                                 1,445,976
Deduct dividends declared-common                               540,000
Deduct dividends declared-preferred                            700,000
                                                        ---------------
Retained earnings at end of period-common                      160,174
Retained earnings at end of period-preferred                    45,803
                                                        ---------------
Total retained earnings at end of period                      $205,977
                                                        ===============


              VERMONT ELECTRIC POWER COMPANY, INC.
                        BALANCE SHEET
                      DECEMBER 31, 1996

ASSETS
Utility plant, at original cost                            $96,034,114
Less accumulated depreciation and amortization              49,425,689
                                                        ---------------
Net utility plant                                           46,608,425

Investment in subsidiary at equity                           3,745,803

Current assets:
  Cash                                                         162,040
  Bond sinking fund deposits                                   757,000
  Bond interest deposits                                       397,229
  Accounts receivable                                       17,988,517
  Notes receivable from subsidiary
  Materials and supplies, at average cost                    1,623,772
  Cash surrender value of life insurance                       888,380
  Other                                                        274,435
    Total current assets                                ---------------
                                                            22,091,373

Other assets:
  Long-term receivable                                               0
  Alternative minimum tax credits                              721,841
  Unamortized debt expense                                     182,969
  Miscellaneous                                                714,320
                                                        ---------------
    Total other assets                                       1,619,130

                                                        ---------------
                                                           $74,064,731
                                                        ===============


              VERMONT ELECTRIC POWER COMPANY, INC.
                        BALANCE SHEET
                      DECEMBER 31, 1996

CAPITALIZATION AND LIABILITIES

Capitalization
  Stockholders' investment
   Common stock, $100 par value per share:
    Class B                                                 $6,000,000
    Retained earnings                                          160,174
                                                        ---------------
     Total common stock investment                           6,160,174
                                                        ---------------
   Preferred stock, $100 par value per share
    Class C                                                 10,000,000
    Return of capital                                       (6,300,000)
    Retained earnings                                           45,803
                                                        ---------------
     Total preferred stock investment                        3,745,803
                                                        ---------------
   Total stockholders' investment                            9,905,977
                                                        ---------------

  First mortgage bonds:
    Series I, 8.75% due 2000                                 3,528,000
    Series J, 5.71% due 2003                                20,806,000
    Series K, 7.45% due 2004                                 6,553,000
                                                        ---------------
                                                            30,887,000
  Less bonds to be retired within one year                   3,918,000
                                                        ---------------
                                                            26,969,000
                                                        ---------------

  Other secured debt:
    BancBoston chattel notes                                   481,866
    Less notes to be retired within one year                   277,508
                                                        ---------------
                                                               204,358
                                                        ---------------

                                                        ---------------
     Total capitalization                                   37,079,335
                                                        ---------------

Current liabilities
  Current maturities of long-term obligations                4,195,508
  Notes payable to bank                                      6,950,000
  Accounts payable                                          17,794,194
  Accrued interest on bonds                                    397,228
  Accrued taxes                                                222,986
  Other                                                        111,778
                                                        ---------------
    Total current liabilities                               29,671,694
                                                        ---------------

Regulatory liability                                         2,615,327
Deferred income taxes                                          942,162
Unamortized investment tax credits                             723,672
Deferred compensation                                        2,547,526
Pensions and benefits                                          485,015
                                                        ---------------
                                                           $74,064,731
                                                        ===============

            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
            STATEMENT OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1996

Operating revenues
  Phase I support charges                                   $5,712,181
  Rental income                                                  4,710
                                                        ---------------
    Total operating revenues                                 5,716,891

Operating expenses
  Transmission expenses
    Operations                                                  19,246
    Maintenance                                                200,700
                                                        ---------------
     Total transmission expenses                               219,946

  Administrative and general expenses                          160,166
  Depreciation and amortization                              2,440,049
  Taxes other than income taxes                                548,032
  Income taxes                                                 500,999
                                                        ---------------
     Total operating expenses                                3,869,192
                                                        ---------------
     Operating income                                        1,847,699

Other income
  Interest                                                       1,620
  Amortization of investment tax credits                       126,809
                                                        ---------------
    Total other income                                         128,429
                                                        ---------------
    Total operating and other income                         1,976,128
                                                        ---------------

Interest and other deductions:
  Interest on long-term secured notes                        1,156,606
  Interest on debt to associated companies                      19,478
  Other interest expense                                       101,499
  Amortization of debt expense                                  31,546
                                                        ---------------
    Total interest and other dedutions                       1,309,129

Net income                                                     667,000

Retained earnings at beginning of period                        78,802
                                                        ---------------
                                                               745,802

Deduct dividends declared                                      700,000
                                                        ---------------
Retained earnings at end of period                             $45,802
                                                        ===============


            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1996

ASSETS
Utility plant, at original cost                            $47,776,583
  Less accumulated depreciation and amortization            25,097,563
                                                        ---------------
Net utility plant                                           22,679,020

Current assets
  Cash                                                          83,775
  Accounts receivable-associated                                 3,312
  Materials and supplies at average cost                       102,517
  Prepaid insurance                                              3,683
  Other                                                            697
                                                        ---------------
    Total current assets                                       193,984

Unamortized debt expense                                       107,401
Alternative minimum tax credits                                680,953
                                                        ---------------
Total assets                                               $23,661,358
                                                        ===============


            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1996

CAPITALIZATION AND LIABILITIES

Capitalization:
  Stockholders' equity:
    Common stock, $100 par value per share                      $1,000
    Miscellaneous paid-in-capital                            3,699,000
    Retained earnings                                           45,803
                                                        ---------------
     Total common stock equity                               3,745,803
                                                        ---------------

Long-term secured notes, 8.48% due 2006                     12,580,000

Less notes to be retired within one year                     2,060,000
                                                        ---------------
                                                            10,520,000
                                                        ---------------
     Total capitalization                                   14,265,803

Current liabilities
  Notes to be retired within one year                        2,060,000
  Notes payable-bank                                         2,150,000
  Accounts payable - associated                                 31,457
  Accounts payable - nonassociated                             112,695
  Accrued interest on notes                                     41,919
  Accrued taxes                                                 99,891
                                                        ---------------
    Total current liabilities                                4,495,962

Regulatory liability                                           593,796
Deferred income taxes                                        3,116,016
Deferred investment tax credits                              1,189,781
                                                        ---------------
Total capitalization and liabilities                       $23,661,358
                                                        ===============

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
           CONSOLIDATING STATEMENT OF INCOME
          FOR THE YEAR ENDED DECEMBER 31, 1996

<CAPTION>

                                                             GMPC           VER          Total      Eliminations   Consolidated


<S>                                                       <C>                     <C> <C>                      <C>  <C>        
Operating Revenues                                        $179,008,691            $0  $179,008,691             $0   $179,008,691
                                                        -------------------------------------------------------------------------
Operating Expenses
  Power Supply                                                                                                                 0
    VY Nuclear Power Corporation                            30,595,723                  30,595,723                    30,595,723
    Company-owned generation                                 3,329,727                   3,329,727                     3,329,727
    Purchases from others                                   66,320,487                  66,320,487                    66,320,487
Other operating                                             17,615,438                  17,615,438                    17,615,438
Transmission                                                10,832,623                  10,832,623                    10,832,623
Maintenance                                                  4,462,729                   4,462,729                     4,462,729
Depreciation & amortizaton                                  16,280,406                  16,280,406                    16,280,406
Taxes other than income                                      6,981,964                   6,981,964                     6,981,964
Income taxes                                                 6,462,592                   6,462,592                     6,462,592
                                                        -------------------------------------------------------------------------
      Total operating expenses                             162,881,689             0   162,881,689              0    162,881,689
                                                        -------------------------------------------------------------------------
        Operating income                                    16,127,002             0    16,127,002              0     16,127,002
                                                        -------------------------------------------------------------------------
Other Income
  Equity in earnings of affiliates and non-utility opera     2,500,982                   2,500,982        379,350      2,880,332
  Allowance for equity funds used during construction          175,071                     175,071                       175,071
  Other income and deductions, net                             554,127                     554,127       (379,350)       174,777
                                                        -------------------------------------------------------------------------
    Total other income                                       3,230,180             0     3,230,180              0      3,230,180
                                                        -------------------------------------------------------------------------
      Income before interest charges                        19,357,182             0    19,357,182              0     19,357,182
                                                        -------------------------------------------------------------------------
Interest Charges
  Long-term debt                                             6,872,266                   6,872,266                     6,872,266
  Other                                                        993,722                     993,722                       993,722
  Allowance for borrowed funds used during construction       (468,151)                   (468,151)                     (468,151)
                                                        -------------------------------------------------------------------------
    Total interest charges                                   7,397,837             0     7,397,837              0      7,397,837
                                                        -------------------------------------------------------------------------
Net Income                                                  11,959,345             0    11,959,345              0     11,959,345
Dividends on preferred stock                                 1,010,809                   1,010,809                     1,010,809
                                                        -------------------------------------------------------------------------
Net Income Applicable to Common Stock                      $10,948,536            $0   $10,948,536             $0    $10,948,536
                                                        =========================================================================
</TABLE>

<TABLE>


            GREEN MOUNTAIN POWER CORPORATION
      CONSOLIDATING STATEMENT OF RETAINED EARNINGS
          FOR THE YEAR ENDED DECEMBER 31, 1996

<CAPTION>

                                                             GMPC           VER          Total      Eliminations   Consolidated

<S>                                                        <C>               <C>       <C>                     <C>   <C> 
Balance - January 1,1996                                   $26,414,350       ($1,897)  $26,412,453             $0    $26,412,453
Net income                                                  11,959,345             0    11,959,345                    11,959,345
                                                        -------------------------------------------------------------------------
  Total                                                     38,373,695        (1,897)   38,371,798              0     38,371,798

Charges:
  Dividends on Capital Stock
    Preferred - 4.75% Class B,$4.75 per share                   14,071                      14,071                        14,071
        -7% Class C,$7 per share                                34,913                      34,913                        34,913
        -9 3/8% Class D,Series 1,$9.375 per share              101,250                     101,250                       101,250
        -8 5/8% Class D,Series 3,$8.625 per share              543,375                     543,375                       543,375
        -7.32% Class D, Series 1, $7.32 per share              317,200                     317,200                       317,200

    Common                                                  10,444,955                  10,444,955                    10,444,955
Other                                                                                            0                             0
                                                        -------------------------------------------------------------------------
    Total                                                   11,455,764             0    11,455,764              0     11,455,764
                                                        -------------------------------------------------------------------------
Balance - December 31, 1996                                $26,917,931       ($1,897)  $26,916,034             $0    $26,916,034
                                                        =========================================================================

</TABLE>

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
              CONSOLIDATING BALANCE SHEET
                    DECEMBER 31, 1996

<CAPTION>
                                                             GMPC           VER          Total      Eliminations   Consolidated


                         ASSETS
ELECTRIC UTILITY

<S>                                                       <C>                   <C>   <C>                     <C>   <C>         
Utility Plant
  Utility plant, at original cost                         $248,134,049          $541  $248,134,590                  $248,134,590
  Less accumulated depreciation                             81,285,776                  81,285,776                    81,285,776
                                                        -------------------------------------------------------------------------
     Net utility plant                                     166,848,273           541   166,848,814              0    166,848,814
  Property under capital lease                               9,006,246                   9,006,246                     9,006,246
  Construction work in progress                             13,997,633                  13,997,633                    13,997,633
                                                        -------------------------------------------------------------------------
          Total utility plant, net                         189,852,152           541   189,852,693              0    189,852,693
                                                        -------------------------------------------------------------------------
Other Investments
  Associated companies, at equity
    Vermont Electric Power Company                           2,952,322                   2,952,322                     2,952,322
    VY Nuclear Power Corporation                             9,768,222                   9,768,222                     9,768,222
    Other                                                   30,040,482                  30,040,482    (22,126,991)     7,913,491
                                                        -------------------------------------------------------------------------
        Total other investments                             42,761,026             0    42,761,026    (22,126,991)    20,634,035
                                                        -------------------------------------------------------------------------
Current Assets
  Cash                                                         238,210                     238,210                       238,210
  Special deposits                                                 210                         210                           210
  Accounts receivable,customers & others,                                                                                      0
    less allowance for doubtful accounts                    17,733,085            57    17,733,142                    17,733,142
  Accrued utility revenues                                   6,661,778                   6,661,778                     6,661,778
  Fuel,materials & and supplies at average cost              3,620,747                   3,620,747                     3,620,747
  Prepayments                                                2,206,368                   2,206,368                     2,206,368
  Other                                                        440,280                     440,280                       440,280
                                                        -------------------------------------------------------------------------
          Total current assets                              30,900,678            57    30,900,735              0     30,900,735
                                                        -------------------------------------------------------------------------

Deferred Charges and Other                                  43,224,348                  43,224,348                    43,224,348

NON UTILITY 
 Cash and Cash Equivalents                                     510,839                     510,839                       510,839
 Other Current Assets                                        5,774,782                   5,774,782     (1,795,564)     3,979,218
 Property and Equipment                                     11,225,656                  11,225,656                    11,225,656
 Intangible Assets                                           2,555,310                   2,555,310                     2,555,310
 Other Assets                                               20,881,417                  20,881,417        775,184     21,656,601
                                                        -------------------------------------------------------------------------
                                                            40,948,004             0    40,948,004     (1,020,380)    39,927,624
                                                        -------------------------------------------------------------------------

TOTAL ASSETS                                              $347,686,208          $598  $347,686,806   ($23,147,371)  $324,539,435
                                                        =========================================================================

            GREEN MOUNTAIN POWER CORPORATION
              CONSOLIDATING BALANCE SHEET
                    DECEMBER 31, 1996
                                                             GMPC           VER          Total      Eliminations   Consolidated

             CAPITALIZATION AND LIABILITIES

ELECTRIC UTILITY

Capitalization
  Common Stock Equity
    Common stock                                           $16,789,951          $500    16,790,451                   $16,790,451
    Additional paid-in capital                              68,225,658                  68,225,658                    68,225,658
    Retained earnings                                       26,917,931        (1,897)   26,916,034                    26,916,034
    Reacquired capital stock                                  (378,461)                   (378,461)                     (378,461)
                                                        -------------------------------------------------------------------------
          Total common stock equity                        111,555,079        (1,397)  111,553,682              0    111,553,682
                                                        -------------------------------------------------------------------------
Redeemable cumulative preferred stock                       19,310,000                  19,310,000                    19,310,000

Long-term debt, less current maturities                     94,900,000                  94,900,000                    94,900,000
                                                        -------------------------------------------------------------------------
          Total capitalization                             225,765,079        (1,397)  225,763,682              0    225,763,682
                                                        -------------------------------------------------------------------------
Capital lease obligation                                     9,006,246                   9,006,246                     9,006,246
                                                        -------------------------------------------------------------------------
Current Liabilities
  Current maturities of long-term debt                       3,034,000                   3,034,000                     3,034,000
  Short-term debt                                            1,015,670                   1,015,670                     1,015,670
  Accounts payable, trade                                    6,137,746         1,995     6,139,741                     6,139,741
  Accounts payable to associated companies                   2,584,328                   2,584,328      4,036,872      6,621,200
  Dividends declared                                           381,320                     381,320                       381,320
  Customer deposits                                            689,364                     689,364                       689,364
  Taxes accrued                                                985,856                     985,856                       985,856
  Interest accrued                                           1,381,702                   1,381,702                     1,381,702
  Other                                                        788,163                     788,163                       788,163
                                                        -------------------------------------------------------------------------
          Total current liabilities                         16,998,149         1,995    17,000,144      4,036,872     21,037,016
                                                        -------------------------------------------------------------------------
Deferred Credits
  Accumulated deferred income taxes                         26,725,551                  26,725,551                    26,725,551
  Unamortized investment tax credits                         4,824,893                   4,824,893                     4,824,893
  Other                                                     23,418,286                  23,418,286                    23,418,286
                                                        -------------------------------------------------------------------------
         Total deferred credits                             54,968,730             0    54,968,730              0     54,968,730
                                                        -------------------------------------------------------------------------

NON UTILITY
 Current liabilities                                         6,117,403                   6,117,403     (4,365,130)     1,752,273
 Other liabilities                                          13,678,248                  13,678,248     (1,666,760)    12,011,488
 Stockholders' equity                                       21,152,353                  21,152,353    (21,152,353)             0
                                                        -------------------------------------------------------------------------
                                                            40,948,004             0    40,948,004    (27,184,243)    13,763,761
                                                        -------------------------------------------------------------------------

TOTAL CAPITALIZATION AND LIABILITIES                      $347,686,208          $598  $347,686,806   ($23,147,371)  $324,539,435
                                                        =========================================================================
</TABLE>


            GREEN MOUNTAIN PROPANE GAS COMPANY              CONFIDENTIAL
                    INCOME STATEMENT                          TREATMENT
          FOR THE YEAR ENDED DECEMBER 31, 1996

REVENUE
  Residential propane revenue                           
  Commercial propane revenue                            
  Transport propane revenue                             
  Wholesale propane revenue                             
  Other petroleum products                                      37,067
  Service work                                                 922,753
  Meter service fees                                            21,206
  Rental space and water heating                               191,167
                                                        ---------------
    Total revenue                                       
                                                        ---------------
COST OF SALES
  Propane product                                       
  Cost of sales - service work                                 586,954
  Cost of sales - service freight                                2,268
  Subcontractors - contract work                               105,502
  Petroleum distillates                                         36,979
  Labor capitalized                                            (51,580)
  Sales discounts and allowances                                25,279
                                                        ---------------
    Total cost of sales                                 
                                                        ---------------
Gross profit                                                 3,701,635
                                                        ---------------
OPERATING EXPENSES
  Salaries and wages                                    
  Employee insurance benefits                           
  Other employee benefits                               
  Retirement expenses                                   
  Payroll taxes                                         
  Uniforms                                              
  Bad debt expenses                                     
  Advertising                                           
  Sales promotion                                       
  Bank charges                                          
  Outside services                                      
  Donations                                             
  Postage                                               
  Insurance - G/L and property                          
  Insurance - vehicle                                   
  Insurance - worker's comp                             
  Legal and accounting                                  
  Dues and subscriptions                                
  Office expense                                        
  Recruiting                                            
  Rents                                                 
  Repairs and maintenence - tanks                       
  Repairs and maintenence - other                       
  Tools and supplies                                    
  Taxes                                                 
  Penalties                                             
  Telephone                                             
  Training                                              
  Travel and mileage reimbursement                      
  Entertainment - meals                                 
  Utilities                                             
  Bulk truck maintenance                                
  Other vehicle maintenance                             
  Vehicle expense - fuel                                
  Vehicle fuel - service and other                      
  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             CONFIDENTIAL
                     BALANCE SHEET                           TREATMENT
                   DECEMBER 31, 1996

ASSETS

Current Assets
  Cash                                                        $166,004
  Accounts receivable                                        1,049,174
  Accrued income taxes                                         273,635
  Inventory                                                  1,028,575
  Prepaid expenses                                             105,677
                                                        ---------------
    Total current assets                                     2,623,065
                                                        ---------------

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
  Computer advances                                              6,173
  Non-compete receivable                                        20,000
  Total financed sales                                         119,845
  Work in process                                               10,000
                                                        ---------------
    Total other assets                                         156,018
                                                        ---------------
Total assets                                            
                                                       

            GREEN MOUNTAIN PROPANE GAS COMPANY             CONFIDENTIAL
                     BALANCE SHEET                           TREATMENT
                   DECEMBER 31, 1996

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                      
  Due to GMP                                                   792,367
  Pre-sold LP contracts                                        189,483
  Budget/fixed price pmt plans                                 107,943
  Payroll taxes payable                                          2,713
  Taxes other payable                                           89,553
  Sales tax payable                                             13,593
  Credit line -- State street                                  275,000
  Accrued expenses                                              69,990
                                                        ---------------
    Total current liabilities                           
                                                        ---------------

Total unearned interest                                 
Note payable  State Street                              
Deferred income  Non-compete                            
Deferred taxes                                               1,526,990
                                                        ---------------
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               CONFIDENTIAL
             STATEMENT OF RETAINED EARNINGS                    TREATMENT
          FOR THE YEAR ENDED DECEMBER 31, 1996

Balance January 1, 1996                                 
Net income                                              
                                                        
Balance December 31, 1996                               
                                                        


                        LEASE-ELEC, INC.
        INCOME STATEMENT AND STATEMENT OF RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1996

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, 1996

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, 1996

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, 1996

Revenues
  Revenue - lease                                             $212,601
  Revenue - Interest                                               663
                                                        ---------------
    Total revenues                                             213,264
                                                        ---------------

Expenses
  Interest expense                                             178,912
  Income taxes - federal                                           937
  Income taxes - state                                             248
  Property tax expense                                               0
  Depreciation                                                  23,774
  Salaries and wages                                               196
  General administrative expense                                    15
  Miscellaneous expenses                                             0
                                                        ---------------
    Total expenses                                             204,082
                                                        ---------------
Net income                                                       9,182
Retained earnings at beginning of period                       (20,589)
                                                        ---------------
Retained earnings at end of period                            ($11,407)
                                                        ===============


                  GMP REAL ESTATE CORPORATION
                         BALANCE SHEET
                       DECEMBER 31, 1996

ASSETS
  Cash                                                          $6,849
  Rent receivable                                              529,742
  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                           729,962
  Building - Biron estate Montpelier                            37,911
  Land - Biron estate Montpelier                               138,451
  Organization costs                                               403
  Income tax benefits receivable                                62,085
                                                        ---------------
    Total assets                                            $1,803,180
                                                        ===============


                  GMP REAL ESTATE CORPORATION
                         BALANCE SHEET
                       DECEMBER 31, 1996

LIABILITIES AND SHAREHOLDERS' EQUITY
  Accounts payable                                             $84,775
  Accrued interest payable                                      46,138
  Deferred income taxes                                         16,414
  Notes payable #2                                           1,486,260
  Notes payable #4                                             180,500
  Common stock (5 shares, no par)                                  500
  Retained earnings                                            (11,407)
                                                        ---------------
    Total liabilities and shareholders' equity              $1,803,180
                                                        ===============


                    MOUNTAIN ENERGY, INC.
                      INCOME STATEMENT
              FOR THE YEAR ENDED DECEMBER 31, 1996

Revenues
  Undistributed income in subsidiaries                      $1,630,930
  Other income                                                  95,061
  Interest income due from GMP                                 (58,983)
  Interest income Notes                                      1,169,868
  Interest income Bank                                          11,452
                                                        ---------------
    Net revenues                                             2,848,328
                                                        ---------------

Labor expenses
  Employee compensation                                        267,961
  Payroll taxes                                                 21,656
  Contract labor                                                48,808
  Professional fees - due from GMP                             (31,714)
                                                        ---------------
    Total labor expenses                                       306,711
                                                        ---------------

Benefits expenses
  Group medical claims                                          13,223
  Group medical admin                                            1,264
  Group life insurance                                             703
  Group disability insurance expense                             1,401
  Workers' comp insurance expense                                  700
  Postretirement health care expense                             6,000
  Pension expense                                                6,020
  401(k) expense                                                 6,886
                                                        ---------------
    Total benefits expenses                                     36,197
                                                        ---------------

Other operating expenses
  Telephone                                                      3,627
  Repairs and maintenance                                          297
  Office supplies                                                2,818
  Furniture and office equipment expense                           666
  Postage and freight                                            1,497
  Legal and professional fees                                   59,674
  Contract and Proj expense                                      7,087
  Membership dues and licenses                                   1,265
  Subscription & library fees                                    4,728
  Corporate franchise fees                                         250
  Education and seminars                                         1,249
  Travel and lodging                                            18,728
  Meals                                                            904
  Bank charges                                                     316
  Contributions                                                    135
  Interest expense                                             153,644
  Miscellaneous                                                  2,173
  Depreciation                                                   9,717
  Amortization - intangibles                                       458
  Amortization - loan origination costs                          3,000
  Parent payroll allocation                                      6,945
  Parent overhead allocation                                   106,449
                                                        ---------------
    Total other operating expenses                             385,627
                                                        ---------------

Total expenses                                                 728,535
                                                        ---------------
Income before taxes                                          2,119,793
                                                        ---------------

State income tax expense                                       193,858
Federal income tax expense                                     654,852
Income tax ITC amortization                                    (45,416)
                                                        ---------------
Net income                                                   1,316,499
                                                        ---------------
Retained earnings at beginning of period                     1,881,258
                                                        ---------------
Retained earnings at end of period                          $3,197,757
                                                        ===============


                    MOUNTAIN ENERGY, INC.
                      BALANCE SHEET
                    DECEMBER 31, 1996

ASSETS

Current assets
  Cash                                                        $337,986
  Accounts receivable                                           37,807
  GMP receivable                                             1,265,822
  Cegali receivable - agreement                                201,644
  Cegali receivable - guaranty                                  22,594
  Notes receivable                                             400,000
  Interest receivable-notes                                        863
  Prepaid state taxes                                           14,640
                                                        ---------------
    Total current assets                                     2,281,356
                                                        ---------------

Fixed assets
  Partnership interests                                     12,685,162
  Equity in earnings of subsidiaries                         5,171,843
  Partnership distributions                                 (4,913,503)
  Furniture and office equipment - net                          36,513
  Leasehold improvements - net                                   3,773
                                                        ---------------
    Total fixed assets                                      12,983,788
                                                        ---------------

Other assets
  Prepaid AMT                                                2,563,615
  Notes receivable                                           4,747,326
  Interest receivable - notes                                  175,872
  Intangible assets - net                                       11,415
                                                        ---------------
    Total other assets                                       7,498,228
                                                        ---------------
Total assets                                               $22,763,372
                                                        ===============

                    MOUNTAIN ENERGY, INC.
                      BALANCE SHEET
                    DECEMBER 31, 1996

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  GMP payable                                                2,325,677
  Payroll/payroll taxes payable                                    487
  Benefits payable                                               1,155
  Accounts payable                                              16,417
  Accrued interest payable-note                                 36,877
  Income tax true-ups (federal and state)                      230,386
                                                        ---------------
    Total current liabilities                                2,610,999
                                                        ---------------

Long-term liabilities
  Notes payable                                              1,749,103
  Deferred ITC                                                 156,382
  Deferred federal taxes                                     5,324,682
  Deferred state taxes                                         228,893
  Benefits reserves                                             53,039
  Deferred compensation                                         (9,980)
                                                        ---------------
    Total long-term liabilities                              7,502,119
                                                        ---------------

      Total liabilities                                     10,113,118
                                                        ---------------

Equity
  Common stock                                              16,352,497
  Return of capital                                         (6,900,000)
  Retained earnings                                          1,881,258
  Net income                                                 1,316,499
                                                        ---------------
    Total equity                                            12,650,254
                                                        ---------------
Total liabilities and equity                               $22,763,372
                                                        ===============


             GREEN MOUNTAIN RESOURCES INC.                      CONFIDENTIAL
        INCOME STATEMENT AND STATEMENT OF RETAINED EARNINGS       TREATMENT
              FOR THE YEAR ENDED DECEMBER 31, 1996

Revenues
  Undistributed earnings--NH                            
  Undistributed earnings--Mass Electric                 
  Undistributed earnings--Bay State                     
                                                        
   Total revenues                                       
                                                        

Expenses
  Legal/accounting/other                                
  Billing support services                              
  Transportation                                        
  Parent company charges                                
  Materials and other                                   
  Amortization                                          
  Income tax expense                                    
                                                        
   Total expenses                                       
                                                        

                                                        
Net income                                              
                                                        
Retained earnings at beginning of period                
                                                        
Retained earnings at end of period                      
                                                        

             GREEN MOUNTAIN RESOURCES, INC.                   CONFIDENTIAL
                      BALANCE SHEET                             TREATMENT
                   DECEMBER 31, 1996

ASSETS

Current Assets
  Accounts Receivable--NH                               
  Accounts Receivable--Mass Electric                    
  Accounts Receivable--Bay State                        
                                                        
    Total current assets                                
                                                        

Property and Equipment
  Legal Startup                                         
  Market research                                       
  Trademark                                             
  Accumulated amortization                              
                                                        
   Total property and equipment                         
                                                        

Other assets
  Investment in NH                                      
  Undistributed earnings--NH                            
  Investment in Mass Electric                           
  Undistributed earnings--Mass Electric                 
  Investment in Bay State                               
  Undistributed earnings-- Bay State                    
                                                        
    Total other assets                                  
                                                        

                                                        
Total Assets                                            
                                                        

LIABILITIES AND CAPITAL

Current liabilities
  Due to GMP                                            
                                                        
   Total current liabilities                            
                                                        

Capital
  Common stock                                          
  Capital--NH                                           
  Capital--Mass Electric                                
  Capital--Bay State                                    
  Retained earnings                                     
                                                        
   Total capital                                        
                                                        

                                                        
Total liabilities and capital                           
                                                        

<TABLE> <S> <C>

<ARTICLE> OPUR3
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet as of December 31, 1996 and the related
consolidated statement of income for the year ended December 31, 1996
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                             324,539,435
<TOTAL-OPERATING-REVENUES>                 179,008,691
<NET-INCOME>                                11,959,345
        

</TABLE>


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