GREEN MOUNTAIN POWER CORP
U-3A-2, 1998-02-25
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.  In addition, the Company has an indirect 
ownership interest in Green Mountain Energy Resources, LLC, which 
interest is owned by 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 to supply electrical 
energy in the State of Vermont in a territory with approximately one 
quarter of the State's population.  The Company serves approximately 
83,200 customers.  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 energy and wastewater 
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.  In August 1997, GMRI, 
together with members of the Sam Wyly family, participated in retail 
sales of energy in various states in the United States through Green 
Mountain Energy Resources, LLC, with offices located at 55 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 participated until November 1997.  
The Bay State Gas Pilot permitted the retail sale of natural gas to up 
to 10,000 eligible residential customers.

     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 a hydroelectric facility 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.  In addition, a 
Mountain Energy subsidiary owns a majority interest in a company 
specializing in wastewater treatment technology.  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 three 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 which it sold in June 1997.  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, New York, 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 an estimated claimed capability of 35.6 MW, two gas 
turbine generating stations with an aggregate claimed capability of 72.7 
MW and two diesel generating stations with an aggregate claimed 
capability of 8.4 MW.

     The Company had, at December 31, 1997, 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 2,399 miles 
of overhead lines of 2.4 to 34.5 KV and 445 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 1,070,604 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 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 miles of transmission lines in New 
Hampshire.

                 VERMONT ELECTRIC TRANSMISSION COMPANY, INC.

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

                       VERMONT ENERGY RESOURCES, INC.

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

                           MOUNTAIN ENERGY, INC.

     Mountain Energy, Inc. does not have any generating, transmission or 
distribution facilities in place.  It has indirect ownership interests 
in three 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 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 (3) 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 1997

                           Electric   2,395,105,200
                           Gas:       None

                  VERMONT YANKEE NUCLEAR POWER CORPORATION
                                   Year 1997

                           Electric:   4,266,866,000
                           Gas:        None

                    VERMONT ELECTRIC POWER COMPANY, INC.
                                   Year 1997

                           Electric:   991,200,940
                           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 1997

                          Electric:   None
                          Gas:        None

                VERMONT YANKEE NUCLEAR POWER CORPORATION
                                 Year 1997

                          Electric:   None
                          Gas:        None


                  VERMONT ELECTRIC POWER COMPANY, INC.
                                 Year 1997

                         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 1997

                         Electric:   579,267,600
                         Gas:        None

                 VERMONT YANKEE NUCLEAR POWER CORPORATION
                                 Year 1997

                         Electric:   1,920,089,700
                         Gas:        None

                  VERMONT ELECTRIC POWER COMPANY, INC.
                                Year 1997

                         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 1997

                         Electric:   1,454,523,000
                         Gas:        None

                VERMONT YANKEE NUCLEAR POWER CORPORATION
                                Year 1997

                         Electric:   None
                         Gas:        None



                  VERMONT ELECTRIC POWER COMPANY, INC.
                                Year 1997

                         Electric:   726,800,260
                         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 1997.


     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

Item No.              Caption Heading

   1.               Total Assets             	$325,732,811.00

   2.               Total Operating Revenues 	$179,322,785.00

   3.               Net Income                 	$9,438,371.00


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 25th day of 
February, 1998.


                               GREEN MOUNTAIN POWER CORPORATION
                                       (name of claimant)

(Corporate Seal)

                              By:   /s/E.M. Norse     			 
                                   E.M. Norse, 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, 1997

Operating revenues                                        $173,105,748

Operating expenses
  Nuclear fuel expense                                      19,231,772
  Other operation expense                                   83,360,267
  Maintenance expense                                       17,161,654
  Depreciation and amortization expense                     15,889,413
  Decommissioning expense                                   12,581,697
  Taxes on income                                            1,761,743
  Property and other taxes                                   9,158,589
                                                        ---------------
    Total operating expenses                               159,145,135
                                                        ---------------
    Operating income                                        13,960,613
                                                        ---------------
Other income and deductions
  Net earnings on decommissioning trust                      8,228,721
  Decommissioning expense                                   (8,228,721)
  Interest                                                   5,491,608
  Allowance for equity funds used during construction           60,423
  Taxes on other income                                     (1,760,504)
  Other, net                                                  (223,784)
                                                        ---------------
    Total other income and deductions                        3,567,743
                                                        ---------------
    Income before interest expense                          17,528,356
                                                        ---------------
Interest expense
  First mortgage bonds long-term debt                        5,135,203
  Other long-term debt                                         584,770
  Interest on spent fuel disposal fee obligation             4,984,606
  Other interest expense                                       189,957
  Allowance for borrowed funds used during construction       (200,105)
                                                        ---------------
    Total interest expense                                  10,694,431
                                                        ---------------
Net income                                                   6,833,925
Retained earnings at beginning of period                     1,700,310
Dividends declared                                           7,343,319
                                                        ---------------
Retained earnings at end of period                          $1,190,916
                                                        ===============

Average number of common shares outstanding                    392,481
Net income per avg share of common stock outstanding             17.41
Dividends per avg share of common stock outstanding              18.71


            VERMONT YANKEE NUCLEAR POWER CORPORATION
                     BALANCE SHEET
                   DECEMBER 31, 1997

ASSETS

UTILITY PLANT

Electric plant, at cost                                   $392,593,247
 Less accumulated depreciation                             253,229,408
                                                        ---------------
                                                           139,363,839
Construction work in progress                                2,690,964
                                                        ---------------
    Net electric plant                                     142,054,803
                                                        ---------------
Nuclear fuel at cost:
  Assemblies in reactor                                     64,988,800
  Fuel in process                                           21,400,777
  Spent fuel                                               333,194,089
                                                        ---------------
                                                           419,583,666
Less accumulated depreciation of nuclear fuel              385,561,530
                                                        ---------------
  Net nuclear fuel                                          34,022,136
                                                        ---------------
  Net utility plant                                        176,076,939
                                                        ---------------

CURRENT ASSETS
  Cash and cash equivalents                                  4,134,723
  Accounts receivable from sponsors                         15,027,577
  Other accounts receivable                                  2,778,046
  Materials and supplies, net of amortizaton                16,795,691
  Prepaid expenses                                           4,369,815
                                                        ---------------
    Total current assets                                    43,105,852
                                                        ---------------
DEFERRED CHARGES
  Deferred decommissioning costs                            51,473,768
  Accumulated deferred income taxes                         25,184,441
  Deferred DOE enrichment site decontamination
    and decommissioning fee                                 11,362,495
  Deferred low-level radioactive waste facility expense     26,538,634
  Net unamortized loss on reacquired debt                    2,151,944
  Other deferred charges                                    11,044,829
                                                        ---------------
    Total deferred charges                                 127,756,111
                                                        ---------------
LONG-TERM FUNDS
  Decommissioning trust                                    171,576,049
  Spent fuel disposal fee defeasance trust                  91,509,363
                                                        ---------------
    Total long-term funds                                  263,085,412
                                                        ---------------
                                                          $610,024,314
                                                        ===============


            VERMONT YANKEE NUCLEAR POWER CORPORATION
                     BALANCE SHEET
                   DECEMBER 31, 1997

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                                          1,190,916
                                                        ---------------
    Total common stock equity                               54,288,684
                                                        ---------------
LONG-TERM OBLIGATIONS
  First mortgage bonds Series I 6.480%, 2009                75,845,000
  Eurodollar Agreement                                      17,911,550
                                                        ---------------
    Total long-term obligations                             93,756,550
                                                        ---------------
      Total capitalization                                 148,045,234
                                                        ---------------

Spent fuel disposal fee and accrued interest                98,717,858

CURRENT LIABILITIES
  Accounts payable                                           2,052,922
  Accrued expenses                                          18,928,378
  Accrued low-level waste expenses                           3,683,760
  Accrued interest                                           1,641,841
  Accrued taxes                                              2,017,259
  Other accrued liabilities                                  5,814,057
  Dividends declared                                                 0
                                                        ---------------
    Total current liabilities                               34,138,217
                                                        ---------------

DEFERRED CREDITS
  Accrued decommissioning costs                            231,840,477
  Accumulated deferred income taxes                         47,000,844
  Net regulatory tax liability                               5,355,340
  Accumulated deferred investment tax credit                 4,975,701
  Accrued DOE enrichment site decontamination
    and decommissioning fee                                  9,324,853
  Accrued low-level waste facility expenses                 23,934,781
  Accrued employee benefits                                  6,691,009
                                                        ---------------
    Total deferred credits                                 329,123,005
                                                        ---------------

                                                          $610,024,314
                                                        ===============


              VERMONT ELECTRIC POWER COMPANY, INC.
           STATEMENTS OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1997

Operating revenues
  Transmission service                                     $18,204,194
  Rent of transmission facilities to others                    276,874
  Sales to other utilities                                  32,665,626
                                                        ---------------
    Total operating revenues                                51,146,694
                                                        ---------------

Operating expenses
  Purchased power                                           32,665,626
  Transmission expenses:
   Operation                                                 2,474,403
   Maintenance                                               1,573,613
   Charges for transmission facilities of others               108,573
                                                        ---------------
     Total transmission expenses                             4,156,589

Administrative and general expenses                          5,481,964
Depreciation and amortization                                4,283,063
Taxes other than income taxes                                2,314,316
Income taxes                                                  (527,411)
                                                        ---------------
    Total operating expenses                                48,374,147
                                                        ---------------
    Operating income                                         2,772,547

Other income
  Interest                                                      81,202
  Amortization of investment tax credits                        80,992
  Equity in subsidiary earnings                                652,116
                                                        ---------------
    Total other income                                         814,310
                                                        ---------------
    Operating and other income                               3,586,857
                                                        ---------------

Interest and other deductions
  Interest on bonds                                          1,862,627
  Interest on chattel notes                                     44,927
  Other interest expense                                       478,107
  Allowance for borrowed funds used during
     construction - credit                                     (59,546)
  Amortization of debt expense                                  47,634
  Other income deductions                                            0
                                                        ---------------
    Total interest and other deductions                      2,373,749

Net income - common                                            560,992
Net income - preferred                                         652,115
                                                        ---------------
    Net income                                               1,213,107
Retained earnings at beginning of period-common                160,174
Retained earnings at beginning of period-preferred              45,803
                                                        ---------------
    Subtotal                                                 1,419,084
Deduct dividends declared-common                               540,000
Deduct dividends declared-preferred                            675,000
                                                        ---------------
Retained earnings at end of period-common                      181,166
Retained earnings at end of period-preferred                    22,918
                                                        ---------------
Total retained earnings at end of period                      $204,084
                                                        ===============

              VERMONT ELECTRIC POWER COMPANY, INC.
                        BALANCE SHEET
                      DECEMBER 31, 1997

ASSETS
Utility plant, at original cost                            $96,918,888
Less accumulated depreciation and amortization              52,841,626
                                                        ---------------
Net utility plant                                           44,077,262

Investment in subsidiary at equity                           3,222,918

Current assets:
  Cash                                                         189,727
  Bond sinking fund deposits                                   809,667
  Bond interest deposits                                       344,469
  Accounts receivable                                       17,769,276
  Materials and supplies, at average cost                    1,699,488
  Cash surrender value of life insurance                     1,133,273
  Other                                                        322,358
    Total current assets                                ---------------
                                                            22,268,258

Other assets:
  Alternative minimum tax credits                              643,222
  Unamortized debt expense                                     138,335
  Miscellaneous                                                216,296
                                                        ---------------
    Total other assets                                         997,853

                                                        ---------------
                                                           $70,566,291
                                                        ===============

              VERMONT ELECTRIC POWER COMPANY, INC.
                        BALANCE SHEET
                      DECEMBER 31, 1997

CAPITALIZATION AND LIABILITIES

Capitalization
  Stockholders' investment
   Common stock, $100 par value per share:
    Class B                                                 $6,000,000
    Retained earnings                                          181,166
                                                        ---------------
     Total common stock investment                           6,181,166
                                                        ---------------
   Preferred stock, $100 par value per share
    Class C                                                 10,000,000
    Return of capital                                       (6,800,000)
    Retained earnings                                           22,918
                                                        ---------------
     Total preferred stock investment                        3,222,918
                                                        ---------------
   Total stockholders' investment                            9,404,084
                                                        ---------------

  First mortgage bonds:
    Series I, 8.75% due 2000                                 2,755,000
    Series J, 5.71% due 2003                                18,311,000
    Series K, 7.45% due 2004                                 5,903,000
                                                        ---------------
                                                            26,969,000
  Less bonds to be retired within one year                   4,181,000
                                                        ---------------
                                                            22,788,000
                                                        ---------------

  Other secured debt:
    BancBoston chattel notes                                   797,840
    Less notes to be retired within one year                   231,689
                                                        ---------------
                                                               566,151
                                                        ---------------

                                                        ---------------
     Total capitalization                                   32,758,235
                                                        ---------------

Current liabilities
  Current maturities of long-term obligations                4,412,689
  Notes payable to bank                                      9,300,000
  Accounts payable                                          16,300,021
  Accrued interest on bonds                                    344,469
  Accrued taxes                                                 82,836
  Other                                                         13,031
                                                        ---------------
    Total current liabilities                               30,453,046
                                                        ---------------

Regulatory liability                                         2,114,850
Deferred income taxes                                        1,276,663
Unamortized investment tax credits                             642,680
Deferred compensation                                        2,770,560
Pensions and benefits                                          550,257
                                                        ---------------
                                                           $70,566,291
                                                        ===============

            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
            STATEMENT OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1997

Operating revenues
  Phase I support charges                                   $5,517,641
  Rental income                                                  4,710
                                                        ---------------
    Total operating revenues                                 5,522,351

Operating expenses
  Transmission expenses
    Operations                                                  24,568
    Maintenance                                                202,501
                                                        ---------------
     Total transmission expenses                               227,069

  Administrative and general expenses                          175,111
  Depreciation and amortization                              2,440,296
  Taxes other than income taxes                                540,339
  Income taxes                                                 483,425
                                                        ---------------
     Total operating expenses                                3,866,240
                                                        ---------------
     Operating income                                        1,656,111

Other income
  Interest                                                           0
  Amortization of investment tax credits                       119,564
                                                        ---------------
    Total other income                                         119,564
                                                        ---------------
    Total operating and other income                         1,775,675
                                                        ---------------

Interest and other deductions:
  Interest on long-term secured notes                          979,360
  Other interest expense                                       116,990
  Amortization of debt expense                                  27,210
                                                        ---------------
    Total interest and other dedutions                       1,123,560

Net income                                                     652,115

Retained earnings at beginning of period                        45,803
                                                        ---------------
                                                               697,918

Deduct dividends declared                                      675,000
                                                        ---------------
Retained earnings at end of period                             $22,918
                                                        ===============


            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1997

ASSETS
Utility plant, at original cost                            $47,763,393
  Less accumulated depreciation and amortization            27,517,537
                                                        ---------------
Net utility plant                                           20,245,856

Current assets
  Cash                                                          80,528
  Accounts receivable-associated                                 7,425
  Materials and supplies at average cost                       102,441
  Prepaid insurance                                              3,165
  Other                                                          1,809
                                                        ---------------
    Total current assets                                       195,368

Unamortized debt expense                                        80,190
Alternative minimum tax credits                                861,704
                                                        ---------------
Total assets                                               $21,383,118
                                                        ===============


            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1997

CAPITALIZATION AND LIABILITIES

Capitalization:
  Stockholders' equity:
    Common stock, $100 par value per share                      $1,000
    Miscellaneous paid-in-capital                            3,199,000
    Retained earnings                                           22,918
                                                        ---------------
     Total common stock equity                               3,222,918
                                                        ---------------

Long-term secured notes, 8.48% due 2006                     10,520,000

Less notes to be retired within one year                     1,960,000
                                                        ---------------
                                                             8,560,000
                                                        ---------------
     Total capitalization                                   11,782,918

Current liabilities
  Notes to be retired within one year                        1,960,000
  Notes payable-bank                                         1,900,000
  Accounts payable - associated                                781,711
  Accounts payable - nonassociated                                 778
  Accrued interest on notes                                     35,088
  Accrued taxes                                                 (6,271)
                                                        ---------------
    Total current liabilities                                4,671,306

Regulatory liability                                           580,723
Deferred income taxes                                        3,281,211
Deferred investment tax credits                              1,066,960
                                                        ---------------
Total capitalization and liabilities                       $21,383,118
                                                        ===============

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
           CONSOLIDATING STATEMENT OF INCOME
          FOR THE YEAR ENDED DECEMBER 31, 1997

<CAPTION>
                                                             GMPC           VER          Total      Eliminations   Consolidated


<S>                                                       <C>                     <C> <C>                      <C>  <C>       
Operating Revenues                                        $179,322,785            $0  $179,322,785             $0   $179,322,785
                                                        -------------------------------------------------------------------------
Operating Expenses
  Power Supply                                                                                                                 0
    VY Nuclear Power Corporation                            32,817,359                  32,817,359                    32,817,359
    Company-owned generation                                 5,326,789                   5,326,789                     5,326,789
    Purchases from others                                   62,221,541                  62,221,541                    62,221,541
Other operating                                             16,780,289                  16,780,289                    16,780,289
Transmission                                                11,121,554                  11,121,554                    11,121,554
Maintenance                                                  4,784,726                   4,784,726                     4,784,726
Depreciation & amortizaton                                  16,358,872                  16,358,872                    16,358,872
Taxes other than income                                      7,205,384                   7,205,384                     7,205,384
Income taxes                                                 7,191,585                   7,191,585                     7,191,585
                                                        -------------------------------------------------------------------------
      Total operating expenses                             163,808,099             0   163,808,099              0    163,808,099
                                                        -------------------------------------------------------------------------
        Operating income                                    15,514,686             0    15,514,686              0     15,514,686
                                                        -------------------------------------------------------------------------
Other Income
  Equity in earnings of affiliates and non-utility opera        46,591                      46,591        380,698        427,289
  Allowance for equity funds used during construction          357,276                     357,276                       357,276
  Other income and deductions, net                           1,169,276                   1,169,276       (380,698)       788,578
                                                        -------------------------------------------------------------------------
    Total other income                                       1,573,143             0     1,573,143              0      1,573,143
                                                        -------------------------------------------------------------------------
      Income before interest charges                        17,087,829             0    17,087,829              0     17,087,829
                                                        -------------------------------------------------------------------------
Interest Charges
  Long-term debt                                             7,273,607                   7,273,607                     7,273,607
  Other                                                        691,214                     691,214                       691,214
  Allowance for borrowed funds used during construction       (315,363)                   (315,363)                     (315,363)
                                                        -------------------------------------------------------------------------
    Total interest charges                                   7,649,458             0     7,649,458              0      7,649,458
                                                        -------------------------------------------------------------------------
Net Income                                                   9,438,371             0     9,438,371              0      9,438,371
Dividends on preferred stock                                 1,433,184                   1,433,184                     1,433,184
                                                        -------------------------------------------------------------------------
Net Income Applicable to Common Stock                       $8,005,187            $0    $8,005,187             $0     $8,005,187
                                                        =========================================================================
</TABLE>

<TABLE>


            GREEN MOUNTAIN POWER CORPORATION
      CONSOLIDATING STATEMENT OF RETAINED EARNINGS
          FOR THE YEAR ENDED DECEMBER 31, 1997

<CAPTION>

                                                             GMPC           VER          Total      Eliminations   Consolidated

<S>                                                        <C>               <C>       <C>                     <C>   <C>
Balance - January 1,1997                                   $26,917,931       ($1,897)  $26,916,034             $0    $26,916,034
Net income                                                   9,438,371             0     9,438,371                     9,438,371
                                                        -------------------------------------------------------------------------
  Total                                                     36,356,302        (1,897)   36,354,405              0     36,354,405

Charges:
  Dividends on Capital Stock
    Preferred - 4.75% Class B,$4.75 per share                   13,359                      13,359                        13,359
        -7% Class C,$7 per share                                32,550                      32,550                        32,550
        -9 3/8% Class D,Series 1,$9.375 per share               86,250                      86,250                        86,250
        -8 5/8% Class D,Series 3,$8.625 per share              422,625                     422,625                       422,625
        -7.32% Class D, Series 1, $7.32 per share              878,400                     878,400                       878,400

    Common                                                   8,204,588                   8,204,588                     8,204,588
Other                                                                                            0                             0
                                                        -------------------------------------------------------------------------
    Total                                                    9,637,772             0     9,637,772              0      9,637,772
                                                        -------------------------------------------------------------------------
Balance - December 31, 1997                                $26,718,530       ($1,897)  $26,716,633             $0    $26,716,633
                                                        =========================================================================
</TABLE>

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
              CONSOLIDATING BALANCE SHEET
                    DECEMBER 31, 1997

<CAPTION>
                                                             GMPC           VER          Total      Eliminations   Consolidated


                         ASSETS
ELECTRIC UTILITY

<S>                                                       <C>                   <C>   <C>                      <C>  <C>    
Utility Plant
  Utility plant, at original cost                         $265,441,252          $541  $265,441,793                  $265,441,793
  Less accumulated depreciation                             87,689,451                  87,689,451                    87,689,451
                                                        -------------------------------------------------------------------------
     Net utility plant                                     177,751,801           541   177,752,342              0    177,752,342
  Property under capital lease                               8,342,095                   8,342,095                     8,342,095
  Construction work in progress                             10,625,715                  10,625,715                    10,625,715
                                                        -------------------------------------------------------------------------
          Total utility plant, net                         196,719,611           541   196,720,152              0    196,720,152
                                                        -------------------------------------------------------------------------
Other Investments
  Associated companies, at equity
    Vermont Electric Power Company                           2,794,152                   2,794,152                     2,794,152
    VY Nuclear Power Corporation                             9,701,319                   9,701,319                     9,701,319
    Other                                                   36,781,249                  36,781,249    (27,279,680)     9,501,569
                                                        -------------------------------------------------------------------------
        Total other investments                             49,276,720             0    49,276,720    (27,279,680)    21,997,040
                                                        -------------------------------------------------------------------------
Current Assets
  Cash                                                         117,530                     117,530                       117,530
  Special deposits                                                 210                         210                           210
  Accounts receivable,customers & others,                                                                                      0
    less allowance for doubtful accounts                    17,471,309            57    17,471,366       (105,795)    17,365,571
  Accrued utility revenues                                   6,505,512                   6,505,512                     6,505,512
  Fuel,materials & and supplies at average cost              3,261,197                   3,261,197                     3,261,197
  Prepayments                                                1,562,534                   1,562,534                     1,562,534
  Other                                                        312,094                     312,094                       312,094
                                                        -------------------------------------------------------------------------
          Total current assets                              29,230,386            57    29,230,443       (105,795)    29,124,648
                                                        -------------------------------------------------------------------------

Deferred Charges and Other                                  35,831,296                  35,831,296                    35,831,296

NON UTILITY 
 Cash and Cash Equivalents                                     153,497                     153,497                       153,497
 Other Current Assets                                       14,878,014                  14,878,014     (3,377,319)    11,500,695
 Property and Equipment                                     10,784,307                  10,784,307                    10,784,307
 Intangible Assets                                           2,115,644                   2,115,644                     2,115,644
 Other Assets                                               16,683,745                  16,683,745        821,787     17,505,532
                                                        -------------------------------------------------------------------------
                                                            44,615,207             0    44,615,207     (2,555,532)    42,059,675
                                                        -------------------------------------------------------------------------

TOTAL ASSETS                                              $355,673,220          $598  $355,673,818   ($29,941,007)  $325,732,811
                                                        =========================================================================



            GREEN MOUNTAIN POWER CORPORATION
              CONSOLIDATING BALANCE SHEET
                    DECEMBER 31, 1997
                                                             GMPC           VER          Total      Eliminations   Consolidated

             CAPITALIZATION AND LIABILITIES

ELECTRIC UTILITY

Capitalization
  Common Stock Equity
    Common stock                                           $17,317,581          $500    17,318,081                   $17,318,081
    Additional paid-in capital                              70,720,763                  70,720,763                    70,720,763
    Retained earnings                                       26,718,530        (1,897)   26,716,633                    26,716,633
    Reacquired capital stock                                  (378,461)                   (378,461)                     (378,461)
                                                        -------------------------------------------------------------------------
          Total common stock equity                        114,378,413        (1,397)  114,377,016              0    114,377,016
                                                        -------------------------------------------------------------------------
Redeemable cumulative preferred stock                       17,735,000                  17,735,000                    17,735,000

Long-term debt, less current maturities                     93,200,000                  93,200,000                    93,200,000
                                                        -------------------------------------------------------------------------
          Total capitalization                             225,313,413        (1,397)  225,312,016              0    225,312,016
                                                        -------------------------------------------------------------------------
Capital lease obligation                                     8,342,095                   8,342,095                     8,342,095
                                                        -------------------------------------------------------------------------
Current Liabilities
  Current maturities of long-term debt                       1,700,000                   1,700,000                     1,700,000
  Short-term debt                                            2,615,742                   2,615,742                     2,615,742
  Accounts payable, trade                                    6,825,849         1,995     6,827,844                     6,827,844
  Accounts payable to associated companies                   6,056,731                   6,056,731      1,603,980      7,660,711
  Dividends declared                                           349,710                     349,710                       349,710
  Customer deposits                                            721,287                     721,287                       721,287
  Taxes accrued                                              2,842,658                   2,842,658                     2,842,658
  Interest accrued                                           1,311,069                   1,311,069                     1,311,069
  Other                                                      1,256,995                   1,256,995                     1,256,995
                                                        -------------------------------------------------------------------------
          Total current liabilities                         23,680,041         1,995    23,682,036      1,603,980     25,286,016
                                                        -------------------------------------------------------------------------
Deferred Credits
  Accumulated deferred income taxes                         23,500,711                  23,500,711                    23,500,711
  Unamortized investment tax credits                         4,542,493                   4,542,493                     4,542,493
  Other                                                     25,679,261                  25,679,261                    25,679,261
                                                        -------------------------------------------------------------------------
         Total deferred credits                             53,722,465             0    53,722,465              0     53,722,465
                                                        -------------------------------------------------------------------------

NON UTILITY
 Current liabilities                                         4,555,472                   4,555,472     (3,436,343)     1,119,129
 Other liabilities                                          13,831,747                  13,831,747     (1,880,657)    11,951,090
 Stockholders' equity                                       26,227,987                  26,227,987    (26,227,987)             0
                                                        -------------------------------------------------------------------------
                                                            44,615,206             0    44,615,206    (31,544,987)    13,070,219
                                                        -------------------------------------------------------------------------

TOTAL CAPITALIZATION AND LIABILITIES                      $355,673,220          $598  $355,673,818   ($29,941,007)  $325,732,811
                                                        =========================================================================
</TABLE>


            GREEN MOUNTAIN PROPANE GAS COMPANY               CONFIDENTIAL
                    INCOME STATEMENT                           TREATMENT
          FOR THE YEAR ENDED DECEMBER 31, 1997

REVENUE
  Residential propane revenue                           
  Commercial propane revenue                            
  Transport propane revenue                             
  Wholesale propane revenue                             
  Other petroleum products                                      32,986
  Service work                                                 771,557
  Meter service fees                                            19,169
  Rental space and water heating                               171,191
                                                        ---------------
    Total revenue                                       
                                                        ---------------
COST OF SALES
  Propane product                                       
  Cost of sales - service work                                 356,011
  Subcontractors - contract work                               110,974
  Petroleum distillates                                         30,294
  Labor capitalized                                            (52,018)
  Sales discounts and allowances                                15,996
                                                        ---------------
    Total cost of sales                                 
                                                        ---------------
Gross profit                                                 3,542,598
                                                        ---------------
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                                                 
  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, 1997

ASSETS

Current Assets
  Cash                                                          (3,038)
  Accounts receivable                                          994,375
  Inventory                                                    725,547
  Prepaid expenses                                              64,744
                                                        ---------------
    Total current assets                                     1,781,628
                                                        ---------------

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

Other assets
  Computer advances                                              1,268
  Non-compete receivable                                        10,000
  Total financed sales                                          82,474
  Work in process                                                3,000
                                                        ---------------
    Total other assets                                          96,742
                                                        ---------------
Total assets                                            
                                                        ===============

            GREEN MOUNTAIN PROPANE GAS COMPANY             CONFIDENTIAL
                     BALANCE SHEET                           TREATMENT
                   DECEMBER 31, 1997

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                      
  Due to GMP                                                   276,266
  Pre-sold LP contracts                                        215,196
  Budget/fixed price pmt plans                                  91,473
  Payroll taxes payable                                          3,109
  Accounts payable GMPCU                                           293
  Security deposits                                             83,387
  Taxes other payable                                           10,341
  Sales tax payable                                             11,375
  Credit line -- State street                                  400,000
  Accrued income taxes                                        (347,271)
  Accrued expenses                                              58,530
                                                        ---------------
    Total current liabilities                           
                                                        ---------------

Total unearned interest                                 
Note payable  misc cap expenses                         
Note payable  State Street                              
Deferred inc non compete                                
Deferred taxes                                               2,445,425
                                                        ---------------
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, 1997

Balance January 1, 1997                                 
Net income                                              
                                                        ---------------
Balance December 31, 1997                               
                                                        ===============

                        LEASE-ELEC, INC.
        INCOME STATEMENT AND STATEMENT OF RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1997

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, 1997

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, 1997

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, 1997

Revenues
  Revenue - lease                                             $206,901
  Revenue - Interest                                             1,126
                                                        ---------------
    Total revenues                                             208,027
                                                        ---------------

Expenses
  Interest expense                                             192,866
  Income taxes - federal                                        (4,254)
  Income taxes - state                                          (1,352)
  Property tax expense                                               0
  Depreciation                                                  23,774
  Salaries and wages                                                70
  General administrative expense                                    14
  Miscellaneous expenses                                             0
                                                        ---------------
    Total expenses                                             211,118
                                                        ---------------
Net income                                                      (3,091)
Retained earnings at beginning of period                       (11,407)
                                                        ---------------
Retained earnings at end of period                            ($14,498)
                                                        ===============

                  GMP REAL ESTATE CORPORATION
                         BALANCE SHEET
                       DECEMBER 31, 1997

ASSETS
  Cash                                                         $44,824
  Rent receivable                                              679,741
  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                           707,275
  Building - Biron estate Montpelier                            36,828
  Land - Biron estate Montpelier                               138,451
  Organization costs                                               403
  Income tax benefits receivable                                92,535
                                                        ---------------
    Total assets                                            $1,997,834
                                                        ===============


                  GMP REAL ESTATE CORPORATION
                         BALANCE SHEET
                       DECEMBER 31, 1997

LIABILITIES AND SHAREHOLDERS' EQUITY
  Accounts payable                                             $84,861
  Accrued interest payable                                       5,054
  Deferred income taxes                                         41,260
  Notes payable #2                                           1,700,157
  Notes payable #4                                             180,500
  Common stock (5 shares, no par)                                  500
  Retained earnings                                            (14,498)
                                                        ---------------
    Total liabilities and shareholders' equity              $1,997,834
                                                        ===============

                    MOUNTAIN ENERGY, INC.                 CONFIDENTIAL
                      INCOME STATEMENT                      TREATMENT
              FOR THE YEAR ENDED DECEMBER 31, 1997         

Revenues
  Undistributed income in subsidiaries                  
  Install rev Micronair                                 
  Gain on sale of assets                                
  Other income                                          
  Interest income Notes                                 
  Interest income bank                                  
  Other income Micronair                                
  Cost of goods sold Micronair                          
                                                        ---------------
    Net revenues                                             2,845,604
                                                        ---------------

Labor expenses
  Employee compensation                                        319,148
  Payroll taxes                                                 15,425
  Contract labor                                                76,358
  Professional fees - due from GMP                             (36,840)
                                                        ---------------
    Total labor expenses                                       374,091
                                                        ---------------

Benefits expenses
  Group medical claims                                          14,522
  Group medical admin                                              929
  Group life insurance                                             744
  Group disability insurance expense                             1,705
  Workers' comp insurance expense                                  530
  Postretirement health care expense                             4,649
  Pension expense                                                7,615
  401(k) expense                                                 8,950
                                                        ---------------
    Total benefits expenses                                     39,644
                                                        ---------------

Other operating expenses
  Telephone                                             
  Repairs and maintenance                               
  Office supplies                                       
  Furniture and office equipment expense                
  Postage and freight                                   
  Legal and professional fees                           
  Contract and Proj expense                             
  Membership dues and licenses                          
  Subscription & library fees                           
  Corporate franchise fees                              
  Education and seminars                                
  Travel and lodging                                    
  Meals                                                 
  Bank charges                                          
  Interest expense GMP                                  
  Interest expense debt                                 
  Interest expense Micronair                            
  Sales and Use tax                                     
  Miscellaneous                                         
  Depreciation                                          
  Amortization - intangibles                            
  Amortization - loan origination costs                 
  Parent payroll allocation                             
  Parent overhead allocation                            
  Operating exp Micronair                               
                                                        ---------------
    Total other operating expenses                           2,186,151
                                                        ---------------

Total expenses                                               2,599,886
                                                        ---------------
Income before taxes                                            245,718
                                                        ---------------

State income tax expense                                        97,696
Federal income tax expense                                      51,331
Income tax ITC amortization                                    (45,415)
                                                        ---------------
Net income                                                     142,106
                                                        ---------------
Retained earnings at beginning of period                     3,197,758
                                                        ---------------
Retained earnings at end of period                          $3,339,864
                                                        ===============

                    MOUNTAIN ENERGY, INC.                 CONFIDENTIAL
                      BALANCE SHEET                         TREATMENT
                    DECEMBER 31, 1997                      

ASSETS

Current assets
  Cash                                                  
  Accounts receivable                                   
  GMP receivable                                        
  Notes receivable                                      
  Interest receivable-notes                             
  Cegali receivable - agreement                         
  Cegali receivable - guaranty                          
  GMP receivable ITC                                    
  Prepaid expenses                                      
  Prepaid state taxes                                   
  Current assets Micronair                              
                                                        ---------------
    Total current assets                                    10,239,954
                                                        ---------------

Fixed assets
  Partnership interests                                 
  Equity in earnings of subsidiaries                    
  Partnership distributions                             
  Furniture and office equipment                        
  Leasehold improvements                                
  Accumulated depr                                      
  Fixed assets Micronair                                
                                                        ---------------
    Total fixed assets                                      13,499,508
                                                        ---------------

Other assets
  Prepaid AMT                                           
  Software                                              
  Organization Costs                                    
  Organiz costs Mecwnd                                  
  Accumulated amort                                     
  Loan orig/finance costs                               
  Acquisition costs                                     
  Other assets Micronair                                
                                                        ---------------
    Total other assets                                       2,643,783
                                                        ---------------
Total assets                                               $26,383,245
                                                        ===============

                    MOUNTAIN ENERGY, INC.                  CONFIDENTIAL
                      BALANCE SHEET                         TREATMENT
                    DECEMBER 31, 1997                      

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  GMP payable                                           
  Accounts payable                                      
  Accrued interest payable-note                         
  State income tax payable                              
  Federal inc tax true up                               
  Benefits payable                                      
  Payroll/payroll taxes payable                         
  Current liability Micronair                           
                                                        ---------------
    Total current liabilities                                2,191,296
                                                        ---------------

Long-term liabilities
  Notes payable                                         
  Deferred ITC                                          
  Deferred federal taxes                                
  Deferred state taxes                                  
  Deferred compensation                                 
  Long term liability Micronair                         
                                                        ---------------
    Total long-term liabilities                              7,664,588
                                                        ---------------

      Total liabilities                                      9,855,884
                                                        ---------------

Equity
  Common stock                                          
  Return of capital                                     
  Retained earnings                                     
  Net income                                            
                                                        ---------------
    Total equity                                            16,527,361
                                                        ---------------
Total liabilities and equity                               $26,383,245
                                                        ===============


              GREEN MOUNTAIN RESOURCES INC.                 CONFIDENTIAL
      INCOME STATEMENT AND STATEMENT OF RETAINED EARNINGS     TREATMENT
            FOR THE YEAR ENDED DECEMBER 31, 1997

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

Expenses
  Legal/accounting/other                                
  Legal and finance                                     
  Billing support services                              
  Transportation                                        
  General                                               
  Marketing                                             
  Marketing/pricing                                     
  Market research                                       
  Materials and other                                   
  Amortization                                          
  Power supply/regulatory                               
  Labor                                                 
  Other                                                 
  Business plan                                         
  MIS                                                   
  Misc                                                  
  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, 1997

ASSETS

Current Assets
  Cash                                                  
  Accounts Receivable--NH                               
  Accounts Receivable--Mass Electric                    
  Accounts Receivable--Bay State                        
  Due from GMP                                          
                                                        ---------------
    Total current assets                                
                                                        ---------------

Other assets
  Investment in NH                                      
  Undistributed earnings--NH                            
  Investment in Mass Electric                           
  Undistributed earnings--Mass Electric                 
  Investment in Bay State                               
  Undistributed earnings-- Bay State                    
  Investment in Penn                                    
  Undistributed earnings-- Penn                         
                                                        ---------------
    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                                    
  Capital--Penn                                         
  Paid in capital GMRI                                  
  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, 1997 and the related
consolidated statement of income for the year ended December 31, 1997
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                             325,732,811
<TOTAL-OPERATING-REVENUES>                 179,322,785
<NET-INCOME>                                 9,438,371
        

</TABLE>


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