GREEN MOUNTAIN POWER CORP
10-Q, 1998-05-15
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                           __________________________

                                  FORM 10-Q


   X  Quarterly report pursuant to Section 13 or 15(d) of the Securities 
                             Exchange Act of 1934
                For the quarterly period ended March 31, 1998

                                       or

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


                         Commission file number 1-8291


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

           Vermont                                 03-0127430	

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

     25 Green Mountain Drive
      South Burlington, VT                          05403	
Address of principal executive offices            (Zip Code)

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

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

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

    Class - Common Stock                Outstanding March 31, 1998
    $3.33 1/3 Par Value                              5,207,162

                       GREEN MOUNTAIN POWER CORPORATION
                    Consolidated Comparative Balance Sheets

Part 1 - Item 1

<TABLE>
<CAPTION>

                                                                     March 31                  December 31
                                                       -----------------------------------   ----------------
                                                             1998               1997               1997
                                                       ----------------   ----------------   ----------------
                                                                    (Unaudited)              (In thousands)
                                                                  (In thousands)
ASSETS
<S>                                                           <C>                <C>                <C>
Utility Plant
    Utility plant, at original cost....................       $265,137           $248,514           $265,441
    Less accumulated depreciation......................         90,287             83,652             87,689
                                                       ----------------   ----------------   ----------------
      Net utility plant................................        174,850            164,862            177,752
    Property under capital lease.......................          8,342              9,006              8,342
    Construction work in progress......................         12,607             17,073             10,626
                                                       ----------------   ----------------   ----------------
      Total utility plant, net.........................        195,799            190,941            196,720
                                                       ----------------   ----------------   ----------------
Other Investments
    Associated companies, at equity ...................         15,497             15,776             15,860
    Other investments..................................          5,838              5,137              6,137
                                                       ----------------   ----------------   ----------------
      Total other investments..........................         21,335             20,913             21,997
                                                       ----------------   ----------------   ----------------
Current Assets
    Cash and cash equivalents..........................         15,371              7,068                118
    Accounts receivable, customers and others,
      less allowance for doubtful accounts.............         16,019             17,002             17,365
    Accrued utility revenues ..........................          6,075              5,870              6,505
    Fuel, materials and supplies, at average cost......          3,487              3,607              3,261
    Prepayments........................................          9,723              1,783              1,563
    Other..............................................            312                348                313
                                                       ----------------   ----------------   ----------------
      Total current assets.............................         50,987             35,678             29,125
                                                       ----------------   ----------------   ----------------
Deferred Charges
    Demand side management programs....................         12,632             15,599             13,692
    Purchased power costs..............................          4,278              8,377              4,283
    Other..............................................         12,962             11,703              9,415
                                                       ----------------   ----------------   ----------------
      Total deferred charges...........................         29,872             35,679             27,390
                                                       ----------------   ----------------   ----------------
Non-Utility
    Cash and cash equivalents..........................             93                143                153
    Other current assets...............................          8,263              4,366             11,501
    Property and equipment.............................          1,222             11,702             10,784
    Intangible assets..................................             21              2,239              2,116
    Equity investment in energy related businesses.....         12,316             12,239             12,824
    Other assets.......................................          4,847              8,232              4,682
                                                       ----------------   ----------------   ----------------
      Total non-utility assets.........................         26,762             38,921             42,060
                                                       ----------------   ----------------   ----------------
Total Assets...........................................       $324,755           $322,132           $317,292
                                                       ================   ================   ================




CAPITALIZATION AND LIABILITIES

Capitalization 
    Common Stock Equity
      Common stock,$3.33 1/3 par value,
         authorized 10,000,000 shares (issued
        5,223,018, 5,081,407  and 5,195,432)...........        $17,544            $16,919            $17,318
      Additional paid-in capital.......................         70,995             68,732             70,720
      Retained earnings................................         21,884             27,187             26,717
      Treasury stock, at cost (15,856 shares)..........           (378)              (378)              (378)
                                                       ----------------   ----------------   ----------------
        Total common stock equity......................        110,045            112,460            114,377
    Redeemable cumulative preferred stock..............         17,735             19,310             17,735
    Long-term debt, less current maturities............         90,200             94,900             93,200
                                                       ----------------   ----------------   ----------------
        Total capitalization...........................        217,980            226,670            225,312
                                                       ----------------   ----------------   ----------------

Capital lease obligation...............................          8,342              9,006              8,342
                                                       ----------------   ----------------   ----------------
Current Liabilities
    Current maturuties of long-term debt...............          4,700              1,700              1,700
    Short-term debt....................................          8,016                816              2,616
    Accounts payable, trade, and accrued liabilities...          7,203              4,402              6,828
    Accounts payable to associated companies...........          8,020              6,913              7,661
    Dividends declared.................................            352                381                350
    Customer deposits..................................            733                670                721
    Taxes accrued......................................            813              3,149              2,843
    Interest accrued...................................          2,073              2,090              1,311
    Deferred revenues .................................          5,773              5,989                --
    Other..............................................          4,763                795              1,256
                                                       ----------------   ----------------   ----------------
        Total current liabilities......................         42,446             26,905             25,286
                                                       ----------------   ----------------   ----------------
Deferred Credits
    Accumulated deferred income taxes..................         24,119             26,500             23,501
    Unamortized investment tax credits.................          4,472              4,749              4,542
    Other..............................................         17,759             15,708             17,239
                                                       ----------------   ----------------   ----------------
        Total deferred credits.........................         46,350             46,957             45,282
                                                       ----------------   ----------------   ----------------

Non-Utility
    Current liabilities................................          1,543              1,142              1,119
    Other liabilities..................................          8,094             11,452             11,951
                                                       ----------------   ----------------   ----------------
        Total non-utility liabilities..................          9,637             12,594             13,070
                                                       ----------------   ----------------   ----------------
Total Capitalization and Liabilities...................       $324,755           $322,132           $317,292
                                                       ================   ================   ================

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

</TABLE>


                       GREEN MOUNTAIN POWER CORPORATION
                  Consolidated Comparative Income Statements
                                  (Unaudited)

Part 1 - Item 1

<TABLE>
<CAPTION>

                                                                          Three Months Ended
                                                                               March 31
                                                                -----------------------------------------
                                                                      1998                    1997
                                                                -----------------       -----------------
                                                                (In thousands, except amounts per share)

<S>                                                                      <C>                     <C>
Operating Revenues .............................................         $46,932                 $47,204
                                                                -----------------       -----------------
Operating Expenses
  Power Supply
     Vermont Yankee Nuclear Power Corporation ..................           7,980                   7,766
     Company-owned generation...................................           2,835                     846
     Purchases from others......................................          23,042                  17,780
  Other operating...............................................           4,416                   4,235
  Transmission..................................................           2,261                   3,046
  Maintenance...................................................           1,202                   1,118
  Depreciation and amortization.................................           4,424                   4,241
  Taxes other than income.......................................           1,957                   1,916
  Income taxes..................................................          (1,501)                  2,005
                                                                -----------------       -----------------
     Total operating expenses...................................          46,616                  42,953
                                                                -----------------       -----------------
       Operating income.........................................             316                   4,251
                                                                -----------------       -----------------

Other Income (Expense)
  Equity in earnings (loss)of affiliates and non-utility
    operations..................................................            (573)                    419
  Allowance for equity funds used during construction...........              53                     194
  Other income and deductions, net..............................            (919)                    282
                                                                -----------------       -----------------
    Total other income (expense)................................          (1,439)                    895
                                                                -----------------       -----------------
      Income (loss) before interest charges.....................          (1,123)                  5,146
                                                                -----------------       -----------------

Interest Charges
  Long-term debt................................................           1,799                   1,864
  Other.........................................................             217                      76
  Allowance for borrowed funds used during  construction........             (74)                   (109)
                                                                -----------------       -----------------
    Total interest charges......................................           1,942                   1,831
                                                                -----------------       -----------------
Net Income (Loss)...............................................          (3,065)                  3,315

Dividends on preferred stock....................................             340                     374
                                                                -----------------       -----------------
Net Income (Loss) Applicable to Common Stock....................         ($3,405)                 $2,941
                                                                =================       =================

Common Stock Data
  Basic earnings (loss) per share...............................         ($0.66)                  $0.58

  Cash dividends declared per share.............................          $0.275                   $0.53

  Weighted average shares outstanding...........................           5,196                   5,044


              Consolidated Comparative Statements of Retained Earnings
                                   (Unaudited)

Balance - beginning of period...................................         $26,717                 $26,916
Net Income (Loss)...............................................          (3,065)                  3,315
                                                                -----------------       -----------------
                                                                          23,652                  30,231
                                                                -----------------       -----------------

Cash Dividends - redeemable cumulative preferred stock..........             340                     374
               - common stock...................................           1,428                   2,670
                                                                -----------------       -----------------
                                                                           1,768                   3,044
                                                                -----------------       -----------------

Balance - end of period.........................................         $21,884                 $27,187
                                                                =================       =================

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

</TABLE>


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

Part 1 - Item 1

<TABLE>
<CAPTION>

                                                                                 Three Months Ended
                                                                                       March 31
                                                                       ---------------------------------------
                                                                             1998                  1997
                                                                       -----------------     -----------------
                                                                                    (In thousands)
<S>                                                                             <C>                    <C> 
Operating Activities:
  Net Income (Loss)....................................................         ($3,158)               $3,315
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization....................................           4,424                 4,241
      Dividends from associated companies less equity income...........             362                    (7)
      Allowance for funds used during construction.....................            (142)                 (303)
      Deferred purchased power costs...................................          (1,981)                  (14)
      Amortization of purchased power costs............................           1,089                  (165)
      Deferred income taxes............................................             746                   (99)
      Deferred revenues ...............................................           5,773                 5,989
      Amortization of investment tax credits...........................             (71)                  (76)
      Environmental proceedings costs..................................            (595)                 (417)
      Conservation expenditures........................................            (382)                 (607)
      Changes in:
        Accounts receivable............................................           1,347                   731
        Accrued utility revenues.......................................             430                   792
        Fuel, materials, and supplies..................................            (226)                   14
        Prepayments and other current assets...........................          (4,922)                  130
        Accounts payable...............................................             734                (1,445)
        Taxes accrued..................................................          (2,029)                2,163
        Interest accrued...............................................             762                   708
        Other current liabilities......................................           4,038                  (623)
      Other............................................................          (2,027)                  368
                                                                       -----------------     -----------------
    Net cash provided by operating activities..........................           4,172                14,695
                                                                       -----------------     -----------------

Investing Activities:
    Construction expenditures..........................................          (3,048)               (3,553)
    Investment in nonutility property..................................             420                  (252)
    Proceeds from sale of propane subsidiary...........................          11,500                --
                                                                       -----------------     -----------------
      Net cash provided by (used in) investing activities..............           8,872                (3,805)
                                                                       -----------------     -----------------
Financing Activities:
    Issuance of common stock...........................................             500                   635
    Short-term debt, net...............................................           5,400                  (200)
    Reduction in long-term debt........................................          (1,983)               (1,819)
    Cash dividends.....................................................          (1,768)               (3,044)
                                                                       -----------------     -----------------
      Net cash provided by (used in) financing activities..............           2,149                (4,428)
                                                                       -----------------     -----------------

    Net increase in cash and cash equivalents..........................          15,193                 6,462
    Cash and cash equivalents at beginning of period...................             271                   749
                                                                       -----------------     -----------------
Cash and cash equivalents at end of period.............................         $15,464                $7,211
                                                                       =================     =================

Supplemental Disclosure of Cash Flow Information:
    Cash paid year-to-date for:
       Interest (net of amounts capitalized)...........................          $1,190                $1,176
       Income taxes....................................................               6                   158

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


</TABLE>

                       GREEN MOUNTAIN POWER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 1998

Part 1 -- ITEM 1
1.  SIGNIFICANT ACCOUNTING POLICIES
Pursuant to an order of the Vermont Public Service Board (VPSB), the 
Company's rate structure is seasonally differentiated, with higher rates 
billed during the four winter months and lower rates billed during the 
remaining eight months of the year.  In order to match revenues with 
related costs more accurately on an interim basis, the Company 
recognizes revenue in a manner that seeks to eliminate the impact of 
such seasonally differentiated rates.  At March 31, 1998 and 1997, the 
Company had recorded deferred revenues of $5.8 million and $6.0 million, 
respectively, in accordance with this policy.  These deferred revenues 
are recognized in subsequent interim periods.

Included in equity in earnings of affiliates and non-utility operations 
in the Other Income section of the Consolidated Comparative Income 
Statements are the results of operations of the Company's rental water 
heater program, which is not regulated by the VPSB, and five of the 
Company's wholly-owned subsidiaries, Green Mountain Propane Gas Company 
(GMPG), Mountain Energy, Inc., GMP Real Estate Corporation, Green 
Mountain Resources, Inc. and Lease-Elec, Inc., all of which are 
unregulated.  On March 16, 1998, the Company sold all assets of GMPG to 
VGS Propane LLC.  The sale did not have a material impact on the 
Company's results of operations.  Summarized financial information for 
the rental water heater program and such wholly-owned subsidiaries is as 
follows:

                                                         Three Months Ended     
                                                              March 31        
                                                        -------------------
                                                        1998          1997 
                                                        ----          ----    
                                                          (In Thousands)      
Revenue  . . . . . . . . . . . . . . . . . . . . .    $ 1,869         $3,537  
Expenses . . . . . . . . . . . . . . . . . . . . .      2,928          3,677
                                                      --------        -------
Net Income . . . . . . . . . . . . . . . . . . . .    $(1,059)        $ (140)
                                                      ========        =======


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

Vermont Yankee Nuclear Power Corporation
                                                        Three Months Ended  
                                                             March 31      
                                                       --------------------
                                                       1998            1997 
                                                       ----            ----
                                                          (In Thousands)
  Gross Revenue . . . . . . . . . . . . . . . . .    $51,170         $40,421
  Net Income Applicable
    to Common Stock . . . . . . . . . . . . . . .      1,702           1,775
  Company's Equity in
    Net Income  . . . . . . . . . . . . . . . . .        298             337

Vermont Electric Power Company, Inc.

                                                       Three Months Ended
                                                             March 31     
                                                      ---------------------
                                                      1998             1997
                                                      ----             ----
                                                         (In Thousands)
  Gross Revenue . . . . . . . . . . . . . . . . . . .$11,820         $12,436
  Net Income
    Before Dividends  . . . . . . . . . . . . . . . .    286             429
  Company's Equity in
    Net Income (Includes preferred equity) . . . . . .    67             113


3.  ENVIRONMENTAL MATTERS

Public concern for the environment has resulted in increased government 
regulation of the licensing and operation of electric generation, 
transmission and distribution facilities.  The electric industry 
typically uses or generates a range of potentially hazardous products in 
its operations.  The Company must meet various land, water, air and 
aesthetic requirements as administered by local, state and federal 
regulatory agencies.  The Company maintains an environmental compliance 
and monitoring program that includes employee training, regular 
inspection of Company facilities, research and development projects, 
waste handling and spill prevention procedures and other activities.  
Subject to developments concerning the Pine Street Barge Canal site 
discussed in the Company's Annual Report on Form 10-K for the year ended 
December 31, 1997 under the caption -"Management's Discussion and 
Analysis of Financial Condition and Results of Operations-Environmental 
Matters", and below.  The Company believes that it is in substantial 
compliance with such requirements, and no material complaints concerning 
compliance by the Company with present environmental protection 
regulations are outstanding.

As of March 31, 1998, total expenditures for the Pine Street Barge Canal 
site were $15.6 million, inclusive of the $11.7 million as previously 
described in the Company's Annual Report on Form 10-K for year ended 
December 31, 1997, of which $5.4 million has been amortized.

As previously stated in the Company's Annual Report on Form 10-K for 
year ended December 31, 1997, past response cost claims of the EPA in an 
amount exceeding $11 million (including interest) have been asserted 
against the Company.  Upon the request of the government, the Company 
initiated fast-track negotiations with the EPA and the Department of 
Justice concerning those claims and certain contribution claims by the 
Company against the government during the first quarter of 1998.  Those 
negotiations are continuing. 

In an Order released March 2, 1998, the VPSB suspended the amortization 
of expenditures associated with the Pine Street Barge Canal site pending 
further proceedings.  Although it did not eliminate the rate base 
deferral of these expenditures, or make any specific order in this 
regard, the VPSB indicated that it was inclined to agree with other 
parties in the case that the ultimate costs of the Pine Street Barge 
Canal, taking into account recoveries from insurance carriers and other 
PRP's, should be shared between customers and shareholders of the 
Company.


4.  1997 Retail Rate Case
On June 16, 1997, the Company filed a request with the VPSB to increase 
retail rates by 16.7 percent ($26 million in additional annual revenues) 
and the target return on common equity from 11.25 percent to 13 percent.  
The Company had sought in its final submissions to the VPSB an increase 
of 14.4 percent ($22 million) in revenue to cover increased cost of 
service.  On March 2, 1998, the VPSB released its Order dated February 
27, 1998 in the Company's pending rate case.  The VPSB authorized the 
Company to increase rates by 3.61 percent, resulting in increased annual 
revenues of $5.6 million.  

Approximately $11 million of the shortfall from the Company's revenue 
request resulted primarily from the VPSB's modification of the Company's 
calculation of rate base, the exclusion of future capital projects from 
rate base, various cost of service reductions in areas of payroll and 
operations and maintenance, and a reduction in the requested allowed 
return on equity from 13 percent to 11.25 percent.  Furthermore, the 
VPSB denied the recovery by the Company of $5.48 million in costs 
related to its Hydro-Quebec power contract.  The decision stated that 
the Company had been imprudent in entering into the power contract in 
August 1991 and that the contract power would not be used and useful to 
utility customers to the extent that power costs, after accounting for 
the imprudence disallowance, were in excess of current estimates of 
market prices for power.  In the first quarter of 1998, the Company has 
expensed $4.6 million of the $5.48 million VPSB disallowances of 
purchased power costs.  The Company was able to limit the amount 
expensed to $4.6 million inasmuch as it anticipates that new rates will 
be come effective in January 1999.  The eventual realization of that 
loss, if any, will depend upon the resolution of the Company's 1998 rate 
case, filed on May 8, 1998.  (See Note 5 of the Notes to Consolidated 
Financial Statements.)

The Order discussed the VPSB's policies of disallowing the recovery of 
imprudent expenditures and power contract purchases that it determines 
not to be used and useful.  However, the Order also stated that the 
methodologies and measures used in this rate case were provisional and 
applicable in the current proceeding only.  The VPSB went on to state 
that it will schedule subsequent proceedings to examine the appropriate 
methodologies for measuring the effects of imprudence and calculating 
the portion of the contract that is not used and useful.  If the VPSB 
were to apply the methodologies and measures used in the Order (or 
similar methodologies and measures) to future power contract costs, 
notwithstanding its statement that it will reexamine such matters, the 
Company would be required under Statement of Financial Accounting 
Standards No. 5, Accounting for Contingencies, to record an expense of 
approximately $180 million (pretax) based on the estimated future market 
price of power used by the VPSB in its Order.  However, the Company will 
not be able to estimate the loss to be recorded, if any, until the 
reconsideration and appeal processes and such subsequent proceedings are 
completed.

Furthermore, if the VPSB's ruling, that above-market Hydro-Quebec power 
contract costs are not used and useful and should be shared equally 
between ratepayers and shareholders, is not modified in future 
regulatory proceedings, then the Company's rates may be set, 
effectively, on a basis other than its costs to provide service.  This 
would require the Company to discontinue the application of Statement of 
Financial Accounting Standards No. 71, Accounting for the Effect of 
Certain Types of Regulation, resulting in the write-off of regulatory 
assets and liabilities with a charge to earnings, as an extraordinary 
item.  Based on the March 31, 1998 balance sheet, the Company would be 
required to take a charge to earnings of approximately $16 million 
attributable to net regulatory assets.

In addition to the Hydro-Quebec power contract disallowances described 
above, the Order also required the Company to create a deferred credit 
for $9.1 million of payments received by the Company in 1997 pursuant to 
two arrangements with Hydro-Quebec that were designed to decrease the 
costs of the contract power.  The Order, contrary to the VPSB's prior 
Accounting Order dated December 31, 1996, required the Company to 
amortize this deferred credit over the remaining lives of the related 
power contracts.  On May 12, 1998, the VPSB notified the Company, as 
described below, that it would issue an order relieving the Company from 
this ruling.

In response to the Order, the rating agencies that rate the Company's 
fixed income securities have placed the Company's credit ratings on 
their rating watch or rating outlook with negative implications.

The Company is exploring all legal and regulatory remedies open to it to 
challenge the VPSB decision, including its request for reconsideration 
from the VPSB and a direct appeal to the Vermont Supreme Court.  The 
Company believes that the decisions set forth in the Order are inaccurate 
factually and incorrect legally.  The VPSB's ruling, if not changed, 
would have a significant impact on the Company's reported financial 
condition and 1998 results of operations and, depending on the outcome of 
future proceedings to be conducted by the VPSB, could impact the 
Company's credit ratings, dividend policy and financial viability.

On March 20, 1998, the Company filed with the VPSB a Motion for 
Reconsideration of and to Alter or Amend the VPSB's Order issued on 
March 2, 1998.  The principal areas in which the Company requested that 
the VPSB change its ruling include the following:  a correction to the 
VPSB's calculation of the $5.48 million Hydro-Quebec contract power cost 
disallowance; reversal of the accounting treatment specified by the VPSB 
for cash payments made by Hydro-Quebec under arrangements that the 
Company had previously negotiated in order to avoid rate increases in 
prior years for customers; restoration of $418,000 of costs associated 
with the construction of the Searsburg wind facility; restoration of 
various other compensation and payroll costs; and reconsideration of the 
Company's request to increase the allowed rate of return from 11.25 
percent to 12 percent.


On May 12, 1998, in response to the Company's request for a ruling on 
the pending motion in advance of the filing date for this report, the 
VPSB furnished the Company with a letter stating that "GMP's motion to 
amend the February 27, 1998 rate order with respect to the accounting 
treatment given to $9.1 million of credits to the cost of service under 
previously issued accounting orders, will be granted."  The Company has 
not yet received a complete order on its motion for reconsideration.


5.  1998 Retail Rate Case
On May 8, 1998, the Company filed a request with the VPSB to increase 
retail rates by 12.93 percent.  The retail rate increase is needed to 
cover higher power supply costs, the cost of the January 1998 ice storm, 
higher taxes and investments in new plant and equipment.  If the VPSB 
suspends the tariff filings, the new rates would be expected to become 
effective as of January 1999.


6.  SFAS 128
In March 1997, the Financial Standards Board issued a new accounting 
standard, Statement of Financial Accounting Standards No. 128, Earnings 
per Share (SFAS 128).  SFAS 128, effective for financial statements 
issued for annual periods ending after December 15, 1997, replaces the 
definition of primary earnings per share, calculated in accordance with 
the provisions of APB 15, with a new calculation, basic earnings per 
share.  Fully diluted earnings per share, now called diluted earnings 
per share, is still required.  Since the Company has not issued any 
potentially dilutive securities, both calculations are the same.


7.  COMPETITION AND RESTRUCTURING
For information regarding competition and restructuring, See 
"Management's Discussion and Analysis of Financial Condition and Results 
of Operations--Competition and Restructuring".


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


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


                         GREEN MOUNTAIN POWER CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS
                                  MARCH 31, 1998

Part 1 -- ITEM 2

This section presents management's assessment of Green Mountain Power 
Corporation's (the Company) financial condition and the principal 
factors having an impact on the results of its operations.  This 
discussion should be read in conjunction with the consolidated financial 
statements and notes thereto contained in this quarterly report.  This 
section contains forward-looking statements as defined under the 
securities laws.  Actual results could differ materially from those 
projected.  This section, particularly under "Competition and 
Restructuring", lists some of the reasons why results could differ 
materially from those projected.

RESULTS OF OPERATIONS
Earnings Summary
The loss per share of common stock in the first quarter of 1998 was 
$0.66, compared to earnings of $0.58 per share in the first quarter of 
1997. The decrease in earnings was primarily due to an accrual of $4.6 
million (pretax) in losses related to the Company's long-term Hydro-
Quebec power contract,  and the write off of $1.3 million of the 
Company's investment in its Searsburg Wind facility, both of which 
resulted from an order issued by the Vermont Public Service Board (VPSB) 
in the Company's recent rate case.

The first quarter results were also adversely impacted by warmer than 
normal temperatures and the performance of the Company's subsidiaries as 
discussed below.


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

                                                       Three Months Ended 
                                                            March 31      
                                                       -------------------
                                                       1998           1997
                                                       ----           ----
Operating Revenues (In thousands)
   Retail . . . . . . . . . . . . . . . . . . . .   $ 41,852       $ 41,678
   Sales for Resale . . . . . . . . . . . . . . .      4,378          4,765
   Other  . . . . . . . . . . . . . . . . . . . .        702            761
                                                    --------       --------
    Total Operating
     Revenues . . . . . . . . . . . . . . . . . .   $ 46,932       $ 47,204
                                                    ========       ========

MWh Sales
   Retail . . . . . . . . . . . . . . . . . . . .    475,702        476,612
   Sales for Resale . . . . . . . . . . . . . . .    109,186        160,936
                                                     -------        -------
    Total MWh Sales . . . . . . . . . . . . . . .    584,888        637,548
                                                     =======        =======
Average Number of Customers
   Residential  . . . . . . . . . . . . . . . . .     71,134         70,562
   Commercial &
    Industrial  . . . . . . . . . . . . . . .         12,112         11,955
   Other  . . . . . . . . . . . . . . . . . . .           71             77
                                                      ------         ------
    Total Customers . . . . . . . . . . . . . .       83,317         82,594
                                                      ======         ======


Total operating revenues decreased 0.6 percent in the first quarter of 
1998 compared to the same period in 1997. Retail revenues increased 0.4 
percent in the first quarter of 1998 compared to the same period in 
1997. Retail revenues from the Company's commercial and industrial 
customers increased 1.0 percent in 1998 resulting from a 1.4 percent 
increase in sales to small commercial and industrial customers caused by 
modest customer growth. Retail revenues from the Company's residential 
customers decreased by 3.4 percent in 1998 resulting from a 4.4 percent 
decrease in sales of electricity caused by winter temperatures that were 
16 percent warmer than normal and 12 percent warmer than those in 1997. 
Wholesale revenues decreased 8.1 percent in the first quarter of 1998 
compared to the same period in 1997 primarily due to a reduction in low-
margin, off-system sales.


Operating Expenses
Power supply expenses increased 28.3 percent in the first quarter of 
1998 compared to the same period in 1997. Company-owned generation 
expenses increased more than threefold in the first quarter of 1998 over 
the same period in 1997 primarily due to an increase in the usage of 
high-cost generating facilities during a severe ice storm that crippled 
much of Vermont, the Northeast United States and Quebec in early January 
that replaced power that was unavailable from Hydro-Quebec. Power 
purchased from others increased 29.6 percent in the first quarter of 
1998 over the same period in 1997 primarily due to the accrual of $4.6 
million (pretax) in losses related to the Company's long-term Hydro-
Quebec power contract, resulting from an order issued by the VPSB in the 
Company's recent rate case.

Other operating expenses increased 4.3 percent in the first quarter of 
1998 over the same period in 1997 primarily due to higher overhead costs 
for the Company resulting from less overhead charged to Green Mountain 
Resources, Inc., the subsidiary that holds an interest in Green Mountain 
Energy Resources L.L.C.

Transmission expenses decreased 25.8 percent in 1998 compared to the 
same period in 1997 primarily due to a refund received from Central 
Vermont Public Service Corporation (CVPS), resulting from reduced levels 
of demand on the CVPS transmission system in 1997 and lower charges in 
1998 based on the same reduced usage.

Maintenance expenses increased 7.5 percent in the first quarter of 1998 
over the same period in 1997 primarily due to an increase in scheduled 
maintenance activity. 

Depreciation and amortization expenses increased 4.3 percent in the 
first quarter of 1998 over the same period in 1997 primarily due to 
depreciation associated with additional investment in the Company's 
utility plant.

Taxes other than income taxes increased 2.1 percent in the first quarter 
of 1998 over the same period in 1997 primarily due to an increase in 
municipal property taxes associated with the wind generating facility in 
Searsburg, Vermont that went into commercial operation in June 1997. In 
June 1997, the Governor signed legislation that changed the method of 
municipal property taxation in Vermont. The legislation has resulted in 
a statewide uniform property tax rate but provides localities the 
flexibility to levy local taxes. Currently, Vermont municipalities are 
evaluating the impact of this legislation on future tax assessments. The 
Company is unable to predict at this time whether this legislation will 
have a material impact on the Company's operations.


Income Taxes
Income taxes decreased in the first quarter of 1998 compared with the 
same period in 1997 due to a decrease in taxable income.


Other Income
Other income decreased 260.9 percent in the first quarter of 1998 
compared to the same period in 1997. Mountain Energy Inc, the Company's 
wholly-owned subsidiary that invests in energy generation and energy and 
waste water efficiency projects, experienced a loss in the first quarter 
of 1998 which was $695,000 greater than the loss in the same period in 
1997 primarily due to start-up operating losses incurred by Micronair 
LLC, a company in which Mountain Energy held a 71 percent interest.  At 
the end of April, Mountain Energy's interest in Micronair increased to 
85 percent.

Green Mountain Propane Gas Company, the Company's wholly-owned 
subsidiary whose assets were sold to VGS Propane LLC on March 16, 1998, 
experienced a $290,000 loss in the first quarter of 1998 compared to 
income of $143,000 in 1997. The decrease in earnings was primarily due 
to a reduction in revenues caused by warmer than normal winter weather 
and a loss of $215,000 on the sale of its assets. 

Other deductions increased by $1.2 million primarily due to a write-off 
of $1.3 million in costs associated with the wind generating facility in 
Searsburg that were disallowed by the VPSB.


Interest Charges
Interest charges increased 6.1 percent in the first quarter of 1998 over 
the same period in 1997 primarily due to a higher amount of short-term 
debt outstanding during the period. This increase was partially offset 
by a reduction in long-term interest charges related to a lower amount 
of long-term debt outstanding during the period.


                      LIQUIDITY AND CAPITAL RESOURCES


For the three months ended March 31, 1998, construction and conservation 
expenditures totaled $3.4 million. Such expenditures in 1998 are 
expected to be approximately  $17.0 million, principally for expansion 
and improvements of the Company's transmission and distribution plant, 
for conservation measures and for management information systems.  

At March 31, 1998, the Company had a revolving credit agreement in the 
amount of $45 million with three banks, with borrowings outstanding of 
$8.0 million.  The Company is required to certify as a condition of 
borrowing that no event shall have occurred that has had or would 
reasonably be expected to have a material adverse effect since the date 
of the last borrowing.  In light of the current disallowances in the 
VPSB's Order dated February 27, 1998, coupled with the accounting 
treatment under SFAS 5 that might result if the VPSB were to apply the 
methodologies and measures used in the Order (or similar methodologies 
and measures) to future power contract costs, or under SFAS 71, if the 
VPSB's used and useful ruling should not be modified, as previously 
described, the Company could not provide the necessary certification 
required for future borrowings under the current agreement, absent a 
renegotiation of its terms.

Following discussions with the banks, modified terms were agreed to by 
the Company and the banks in order to allow the Company to continue to 
borrow until such time that the banks have determined that the Company 
has successfully resolved the regulatory and contractual issues of the 
Hydro-Quebec contract.  The modified terms call for shortening the term 
of the agreement to one year; securing the loans made pursuant to the 
agreement by granting the banks a second priority mortgage, lien and 
security interest in the collateral pledged under the Company's first 
mortgage bond indenture; and increasing the interest rates, facility 
fees and other fees required to be paid pursuant to the agreement.

On April 20, 1998, the Company filed for the necessary approvals of the 
modified terms with the VPSB.

At March 31, 1998, the Company had lines of credit with two banks 
totaling $8.0 million, with no borrowings outstanding. Borrowings under 
these lines of credit are at interest rates based on various market 
rates and are generally less than the prime rate. The Company has fee 
arrangements on its line of credit ranging from 0 to 1/8 percent and no 
compensating balance requirements. These lines of credit are subject to 
periodic review and renewal during the year by the various banks.


Dividend Policy - On September 17, 1997, the Company's Board of 
Directors announced a reduction in the quarterly dividend from $0.53 per 
share to $0.275 per share on the Company's common stock.  

The Company's dividend policy, which incorporates a target payout ratio 
of 60 to 70 percent, reflects the greater risks facing the Company as a 
result of the changing environment of the electric utility industry.  
This policy contemplates a target payout that is in line with industry 
trends and is comparable to that of other companies in the utility 
industry.  The policy assumes fair and appropriate ratemaking.  However, 
the disallowances contained in the VPSB's recent rate Order, if 
continued, will require the Company to reassess the current dividend 
level. 


                         COMPETITION AND RESTRUCTURING


The electric utility business is being subjected to rapidly increasing 
competitive pressures stemming from a combination of trends, including 
the presence of surplus generating capacity, a disparity in electric 
rates among and within various regions of the country, improvements in 
generation efficiency, increasing demand for customer choice, and new 
regulations and legislation intended to foster competition.  For a 
discussion of restructuring proceedings in Vermont, refer to the 
Company's Annual Report on Form 10-K for the year ended December 31, 
1997 - "Management's Discussion and Analysis of Financial Condition and 
Results of Operations -- Future Outlook".

The 1998 session of the Vermont General Assembly adjourned on April 16, 
1998 without enacting any restructuring legislation.

The Company cannot predict whether restructuring legislation, if enacted 
in the future by the Vermont General Assembly, or any subsequent report 
or actions of, or proceedings before, the VPSB or Vermont General 
Assembly would have a material adverse effect on the Company's 
operations, financial condition or credit ratings.  The Company's 
failure to recover a significant portion of its purchased power costs, 
or to retain and attract customers in a competitive environment, would 
likely have a material adverse effect on the Company's business, 
including its operating results, cash flows and ability to pay dividends 
at current levels.


                      YEAR 2000 COMPUTER COMPLIANCE

The Company utilizes software and related technologies throughout its 
businesses that will be affected by the date change in the year 2000.  
The Company is in the process of implementing new customer service and 
financial systems which are year 2000 compliant.  An internal study is 
currently underway to determine the full scope and related costs to 
insure that the Company's systems continue to meet its internal needs 
and those of its customers.  Maintenance or modification costs will be 
expensed as incurred, while the costs of new software will be 
capitalized and amortized over the software's useful life.  These 
expenditures may be significant and continue through the year 2000.

The Company expects to have achieved compliance with year 2000 
requirements for its financial and operating systems by June 30, 1999.  
Failure to comply by January 1, 2000 would have a material adverse 
effect on the Company's operations.


                      GREEN MOUNTAIN POWER CORPORATION
                              March 31, 1998
                         PART II - OTHER INFORMATION


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

ITEM 2.  Changes in Securities and Use of Proceeds
          NONE

ITEM 3.  Defaults Upon Senior Securities
          NONE

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

ITEM 5.  Other Information
          NONE

ITEM 6.  (a)  EXHIBITS
                 27       Financial Data Schedule

         (b)  REPORTS ON FORM 8-K
              A report on Form 8-K was filed on March 12,
              1998 setting forth the financial and accounting
              implications for the Company resulting from the
              Vermont Public Service Board's rate Order 
              dated February 27, 1998.



                     GREEN MOUNTAIN POWER CORPORATION

                                SIGNATURES



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



                                GREEN MOUNTAIN POWER CORPORATION      
                                         (Registrant)



Date:  May 15, 1998                  /s/ E. M. Norse           
                            E. M. Norse, Vice President, Chief
                            Financial Officer and Treasurer



Date:  May 15, 1998                 /s/ R. J. Griffin           
                            R. J. Griffin, Controller

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet as of March 31, 1998 and the related
Consolidated Statements of Income and Cash Flows for the three months
ended March 31, 1998, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      195,799
<OTHER-PROPERTY-AND-INVEST>                     21,335
<TOTAL-CURRENT-ASSETS>                          50,987
<TOTAL-DEFERRED-CHARGES>                        29,872
<OTHER-ASSETS>                                  26,762
<TOTAL-ASSETS>                                 324,755
<COMMON>                                        17,544
<CAPITAL-SURPLUS-PAID-IN>                       70,617
<RETAINED-EARNINGS>                             21,884
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 110,045
                            5,000
                                     12,735
<LONG-TERM-DEBT-NET>                            90,200
<SHORT-TERM-NOTES>                               8,016
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                    4,700
                            0
<CAPITAL-LEASE-OBLIGATIONS>                      8,342
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                  85,717
<TOT-CAPITALIZATION-AND-LIAB>                  324,755
<GROSS-OPERATING-REVENUE>                       46,932
<INCOME-TAX-EXPENSE>                           (1,501)
<OTHER-OPERATING-EXPENSES>                      48,117
<TOTAL-OPERATING-EXPENSES>                      46,616
<OPERATING-INCOME-LOSS>                            316
<OTHER-INCOME-NET>                             (1,439)
<INCOME-BEFORE-INTEREST-EXPEN>                 (1,123)
<TOTAL-INTEREST-EXPENSE>                         1,942
<NET-INCOME>                                   (3,065)
                        340
<EARNINGS-AVAILABLE-FOR-COMM>                  (3,405)
<COMMON-STOCK-DIVIDENDS>                         1,428
<TOTAL-INTEREST-ON-BONDS>                        1,799
<CASH-FLOW-OPERATIONS>                           4,172
<EPS-PRIMARY>                                   (0.66)
<EPS-DILUTED>                                   (0.66)
        

</TABLE>


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