GREEN MOUNTAIN POWER CORP
U-3A-2, 1999-02-25
ELECTRIC SERVICES
Previous: GREAT WEST VARIABLE ANNUITY ACCOUNT A, N-30D, 1999-02-25
Next: HALLIBURTON CO, 8-K, 1999-02-25



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, Limited, Vermont Energy 
Resources, Inc., GMP Real Estate Corporation, Lease-Elec, Inc. and Green 
Mountain Resources, Inc.  None of these companies are, at the present 
time, a "public utility company" as defined in the Act.

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


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



                       GREEN MOUNTAIN POWER CORPORATION

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

     The principal business of the Company is 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 
83,560 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.  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, Limited, GMP Real Estate Corporation and Lease-
Elec, Inc., all incorporated under the laws of the State of Vermont and 
of Green Mountain Resources, Inc., incorporated under the laws of the 
State of Delaware.

     The primary business of Mountain Energy, Inc. (Mountain Energy) is 
to invest in non-utility energy generation and efficiency projects. 
Mountain Energy's principal office is at 1233 Shelburne Road, Suite E-5, 
South Burlington, Vermont.

     The business of Green Mountain Propane Gas, Limited (GMPG) is to 
close out the affairs of Green Mountain Propane Gas Company, its 
predecessor, an operating retail propane gas seller, the assets of which 
were sold on March 16, 1998.

     The business of GMP Real Estate Corporation has consisted of the 
construction, operation and lease to the Company of certain assets, 
principally, the headquarters building for the Company in South 
Burlington, Vermont, as well as two service centers in Bellows Falls and 
Wilmington, Vermont.  GMP Real Estate, however, has transferred the bulk 
of the properties and the improvements thereon to a third party which in 
turn, has leased them to the Company.  GMP Real Estate's principal 
office is at 25 Green Mountain Drive, South Burlington, Vermont.

     The business of Lease-Elec consists of the rental and sale of 
electric thermal storage heat equipment.  It is presently dormant and 
does not have any material assets and its business, in the aggregate, is 
not significant to the Company. The offices of Lease-Elec are located at 
25 Green Mountain Drive, South Burlington, Vermont.

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

     The State of New Hampshire has undertaken an experiment to provide 
retail customer choice in the purchase of electricity.  The New 
Hampshire pilot program began in June 1996 and terminated in 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.

     In addition, GMRI owned a minor interest in Green Mountain Energy 
Resources, a company that has created retail brands of electricity that 
are sold to consumers in competitive markets. In January of 1999, GMRI 
sold its interest in GMER to Green Funding I, L.L.C.
 
     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 that is a "qualified 
facility" and 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, Mountain Energy owns a subsidiary 
that owns a company specializing in wastewater treatment technology, and 
directly owns approximately 29 % of a second 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 that 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 NEPOOL, acting for itself and as agent for twenty-two 
other electric utilities in Vermont, including the Company.  Through 
NEPOOL, 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 1233 
Shelburne Road, Suite E-5, South Burlington, Vermont.

     Mountain Energy indirectly owns interests in four electric 
generating assets, various electric energy efficiency projects and no 
transmission assets.  In 1989, Mountain Energy made its first investment 
by indirectly acquiring a 7.1% limited partnership interest in a new 
71.9 MW wind powered generating facility being constructed northeast of 
San Francisco, California.  The first 20 MW of the facility became 
operational in 1989, and the remaining 51.9 MW became operational in 
1990.  In 1992, Mountain Energy indirectly acquired a 50% limited 
partnership interest in a 1.6 MW natural gas-fired cogeneration facility 
operating near Chicago, Illinois, 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; in 1998 the limited 
partnership interest increased to 26 %.  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, 1998, 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 284.6 miles of 34.5 KV 
transmission lines.  Its distribution system included about 2,409 miles 
of overhead lines of 2.4 to 34.5 KV and 459 miles of underground cable 
of 2.4 to 34.5 KV.  At such date, the Company owned approximately 
158,820 Kva of substation transformer capacity in transmission 
substations and 567,750 Kva of substation transformer capacity in 
distribution substations and 1,079,987 Kva of transformers for step-down 
from distribution to customer use.  All of the foregoing properties of 
the Company are located in the State of Vermont.

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

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

A.   Wyman #4, Yarmouth, Maine -- 1.1% (6.8 MW of a total 620 
MW) -- lead participant is Central Maine Power Company;

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

C.   Joseph C. McNeil Generating Station, Burlington, Vermont 
- -- 11% (5.8 MW of a total 53 MW) -- lead participant is 
Burlington Electric Department. 

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

              VERMONT YANKEE NUCLEAR POWER CORPORATION

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

                    VERMONT ELECTRIC POWER COMPANY, INC.

     VELCO has no generating facilities, but has approximately 483 pole 
miles of transmission lines and twenty-five associated substations 
located in the State of Vermont.  VELCO's properties interconnect with 
the lines of the New York Power Authority at the New York-Vermont state 
line near Plattsburgh, New York; with the transmission facilities of 
Niagara Mohawk Power Corporation at the New York-Vermont state line near 
Whitehall, New York and North Troy, New York; with lines of New England 
Power Company at or near the New Hampshire-Vermont state line at Wilder, 
Vermont, and at Monroe, New Hampshire, near Claremont, New Hampshire, 
and at the Massachusetts-Vermont state line near North Adams, 
Massachusetts; with the lines of Public Service Company of New Hampshire 
at or near the New Hampshire-Vermont state line at Littleton, New 
Hampshire, Ascutney, Vermont and Vernon, Vermont; and with the lines of 
Hydro-Quebec at the Quebec-Vermont border near Highgate, Vermont through 
an AC/DC/AC converter and 7.6 miles of transmission line jointly owned 
by several Vermont utilities.  All of its transmission facilities are in 
Vermont, except for approximately 4.3 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 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 26% 
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 1998

                              Electric:  2,383,368,000
                              Gas:       None

                  VERMONT YANKEE NUCLEAR POWER CORPORATION
                                Year 1998

                              Electric:   3,358,696
                              Gas:        None

                     VERMONT ELECTRIC POWER COMPANY, INC.
                                 Year 1998

                              Electric:   360,787.19
                              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 1998

                              Electric:   None
                              Gas:        None

                VERMONT YANKEE NUCLEAR POWER CORPORATION
                                Year 1998

                              Electric:   None
                              Gas:        None

                    VERMONT ELECTRIC POWER COMPANY, INC.
                                Year 1998

                              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 1998

                               Electric:   526,437,900
                               Gas:        None

                  VERMONT YANKEE NUCLEAR POWER CORPORATION
                                  Year 1998

                               Electric:   1,511,413,200
                               Gas:        None

                      VERMONT ELECTRIC POWER COMPANY, INC.
                                  Year 1998

                               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 1998

                               Electric:   1,415,937,000
                               Gas:        None

                   VERMONT YANKEE NUCLEAR POWER CORPORATION
                                   Year 1998

                               Electric:   None
                               Gas:        None


                     VERMONT ELECTRIC POWER COMPANY, INC.
                                   Year 1998

                               Electric:   152,662.50
                               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 1998.

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

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

              None

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

              None

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

              None


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

              None

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


              None


EXHIBIT A

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

EXHIBIT B

     Financial Data Schedule

     1.   Total Assets                   $ 309,718,753

     2.   Total Operating Revenues       $ 184,304,226

     3.   Net Income                     $ (2,877,478)


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 1999.

                               GREEN MOUNTAIN POWER CORPORATION
                                       (name of claimant)


(Corporate Seal)

                               By:      /s/N.R. Brock			 
                                   N. R. Brock, 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




            VERMONT YANKEE NUCLEAR POWER CORPORATION         EXHIBIT A
           STATEMENTS OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1998

Operating revenues                                        $195,249,065

Operating expenses
  Nuclear fuel expense                                      15,901,745
  Other operation expense                                   89,440,584
  Maintenance expense                                       34,494,233
  Depreciation and amortization expense                     17,059,395
  Decommissioning expense                                   12,625,372
  Taxes on income                                            2,223,257
  Property and other taxes                                   8,222,838
                                                        ---------------
    Total operating expenses                               179,967,424
                                                        ---------------
    Operating income                                        15,281,641
                                                        ---------------
Other income and deductions
  Net earnings on decommissioning trust                      7,968,668
  Decommissioning expense                                   (7,968,668)
  Interest                                                   5,341,122
  Allowance for equity funds used during construction           35,738
  Taxes on other income                                     (1,911,375)
  Other, net                                                  (225,839)
                                                        ---------------
    Total other income and deductions                        3,239,646
                                                        ---------------
    Income before interest expense                          18,521,287
                                                        ---------------
Interest expense
  First mortgage bonds long-term debt                        5,135,201
  Other long-term debt                                       1,251,824
  Interest on spent fuel disposal fee obligation             5,103,645
  Other interest expense                                        36,100
  Allowance for borrowed funds used during construction       (130,485)
                                                        ---------------
    Total interest expense                                  11,396,285
                                                        ---------------
Net income                                                   7,125,002
Retained earnings at beginning of period                     1,190,916
Dividends declared                                           6,770,297
                                                        ---------------
Retained earnings at end of period                          $1,545,621
                                                        ===============

Average number of common shares outstanding                    392,481
Net income per avg share of common stock outstanding             18.15
Dividends per avg share of common stock outstanding              17.25



            VERMONT YANKEE NUCLEAR POWER CORPORATION
                     BALANCE SHEET
                   DECEMBER 31, 1998

ASSETS

UTILITY PLANT

Electric plant, at cost                                   $410,574,248
 Less accumulated depreciation                             269,493,819
                                                        ---------------
                                                           141,080,429
Construction work in progress                                3,731,223
                                                        ---------------
    Net electric plant                                     144,811,652
                                                        ---------------
Nuclear fuel at cost:
  Assemblies in reactor                                     66,476,113
  Spent fuel                                               353,855,729
                                                        ---------------
                                                           420,331,842
Less accumulated depreciation of nuclear fuel              397,151,987
                                                        ---------------
  Net nuclear fuel                                          23,179,855
                                                        ---------------
  Net utility plant                                        167,991,507
                                                        ---------------

CURRENT ASSETS
  Cash and cash equivalents                                     93,012
  Accounts receivable from sponsors                         12,679,899
  Other accounts receivable                                  4,183,046
  Materials and supplies, net of amortizaton                16,149,465
  Prepaid expenses                                           3,841,317
                                                        ---------------
    Total current assets                                    36,946,739
                                                        ---------------
DEFERRED CHARGES
  Deferred decommissioning costs                            59,308,332
  Accumulated deferred income taxes                         28,096,661
  Deferred DOE enrichment site decontamination
    and decommissioning fee                                 10,349,823
  Deferred low-level radioactive waste facility expense     26,194,906
  Net unamortized loss on reacquired debt                    1,970,084
  Other deferred charges                                    16,971,502
                                                        ---------------
    Total deferred charges                                 142,891,308
                                                        ---------------
LONG-TERM INVESTMENTS, at book value
  Decommissioning trust                                    190,505,267
  Spent fuel disposal fee defeasance trust                  97,538,934
                                                        ---------------
    Total long-term investments                            288,044,201
                                                        ---------------
                                                          $635,873,755
                                                        ===============


            VERMONT YANKEE NUCLEAR POWER CORPORATION
                     BALANCE SHEET
                   DECEMBER 31, 1998

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                                          1,545,620
                                                        ---------------
    Total common stock equity                               54,643,388
                                                        ---------------
LONG-TERM OBLIGATIONS
  First mortgage bonds Series I 6.480%, 2009                75,845,000
  Commercial paper - Eurodollar credit agreement            17,428,785
                                                        ---------------
    Total long-term obligations                             93,273,785
                                                        ---------------
      Total capitalization                                 147,917,173
                                                        ---------------

Spent fuel disposal fee and accrued interest               103,821,503

CURRENT LIABILITIES
  Accounts payable                                             488,348
  Accrued expenses                                          16,261,249
  Accrued low-level waste expenses                           5,281,712
  Accrued interest                                           1,707,638
  Accrued taxes                                              2,176,643
  Other accrued liabilities                                  6,334,017
  Dividends declared                                                 0
                                                        ---------------
    Total current liabilities                               32,249,607
                                                        ---------------

DEFERRED CREDITS AND OTHER LIABILITIES
  Accrued decommissioning costs                            260,140,965
  Accumulated deferred income taxes                         41,779,603
  Net regulatory tax liability                               4,964,616
  Accumulated deferred investment tax credit                 4,432,380
  Accrued DOE enrichment site decontamination
    and decommissioning fee                                  8,280,724
  Accrued low-level waste facility expenses                 23,591,053
  Accrued employee benefits                                  8,696,131
                                                        ---------------
    Total deferred credits and other liabilities           351,885,472
                                                        ---------------

                                                          $635,873,755
                                                        ===============

              VERMONT ELECTRIC POWER COMPANY, INC.
           STATEMENTS OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1998

Operating revenues
  Transmission service                                     $16,993,265
  Rent of transmission facilities to others                    274,806
  Sales to other utilities                                  18,015,919
                                                        ---------------
    Total operating revenues                                35,283,990
                                                        ---------------

Operating expenses
  Purchased power                                           18,015,919
  Transmission expenses:
   Operation                                                 1,077,464
   Maintenance                                               1,569,806
   Charges for transmission facilities of others               104,112
                                                        ---------------
     Total transmission expenses                             2,751,382

Administrative and general expenses                          5,518,340
Depreciation and amortization                                4,026,689
Taxes other than income taxes                                2,349,248
Income taxes                                                   (68,407)
                                                        ---------------
    Total operating expenses                                32,593,171
                                                        ---------------
    Operating income                                         2,690,819

Other income
  Interest                                                     113,896
  Amortization of investment tax credits                        64,110
  Equity in subsidiary earnings                                609,335
                                                        ---------------
    Total other income                                         787,341
                                                        ---------------
    Operating and other income                               3,478,160
                                                        ---------------

Interest and other deductions
  Interest on bonds                                          2,086,986
  Interest on chattel notes                                     52,438
  Other interest expense                                       208,722
  Allowance for borrowed funds used during
     construction - credit                                     (76,689)
  Amortization of debt expense                                  53,258
                                                        ---------------
    Total interest and other deductions                      2,324,715

Net income - common                                            544,110
Net income - preferred                                         609,335
                                                        ---------------
    Net income                                               1,153,445
Retained earnings at beginning of period-common                181,166
Retained earnings at beginning of period-preferred              22,918
                                                        ---------------
    Subtotal                                                 1,357,529
Deduct dividends declared-common                               540,000
Deduct dividends declared-preferred                            550,000
                                                        ---------------
Retained earnings at end of period-common                      185,276
Retained earnings at end of period-preferred                    82,253
                                                        ---------------
Total retained earnings at end of period                      $267,529
                                                        ===============


              VERMONT ELECTRIC POWER COMPANY, INC.
                        BALANCE SHEET
                      DECEMBER 31, 1998

ASSETS
Utility plant, at original cost                            $98,225,729
Less accumulated depreciation and amortization              55,908,432
                                                        ---------------
Net utility plant                                           42,317,297

Investment in subsidiary at equity                           2,782,253

Current assets:
  Cash                                                         256,241
  Bond sinking fund deposits                                   713,667
  Bond interest deposits                                       468,756
  Accounts receivable                                       17,112,776
  Materials and supplies, at average cost                    1,840,129
  Cash surrender value of life insurance                     1,248,266
  Other                                                         38,484
    Total current assets                                ---------------
                                                            21,678,319

Other assets:
  Unamortized debt expense                                     258,853
  Miscellaneous                                                621,434
                                                        ---------------
    Total other assets                                         880,287

                                                        ---------------
                                                           $67,658,156
                                                        ===============

              VERMONT ELECTRIC POWER COMPANY, INC.
                        BALANCE SHEET
                      DECEMBER 31, 1998

CAPITALIZATION AND LIABILITIES

Capitalization
  Stockholders' investment
   Common stock, $100 par value per share:
    Class B                                                 $6,000,000
    Retained earnings                                          185,276
                                                        ---------------
     Total common stock investment                           6,185,276
                                                        ---------------
   Preferred stock, $100 par value per share
    Class C                                                 10,000,000
    Return of capital                                       (7,300,000)
    Retained earnings                                           82,253
                                                        ---------------
     Total preferred stock investment                        2,782,253
                                                        ---------------
   Total stockholders' investment                            8,967,529
                                                        ---------------

  First mortgage bonds:
    Series I, 8.75% due 2000
    Series J, 5.71% due 2003                                15,672,000
    Series K, 7.45% due 2004                                 5,203,000
    Series L, 7.3 % due 2018                                12,203,000
                                                        ---------------
                                                            33,078,000
  Less bonds to be retired within one year                   3,842,000
                                                        ---------------
                                                            29,236,000
                                                        ---------------

  Other secured debt:
    BancBoston chattel notes                                   566,152
    Less notes to be retired within one year                   182,140
                                                        ---------------
                                                               384,012
                                                        ---------------

                                                        ---------------
     Total capitalization                                   38,587,541
                                                        ---------------

Current liabilities
  Current maturities of long-term obligations                4,024,140
  Notes payable to bank                                      1,400,000
  Accounts payable                                          15,628,343
  Accrued interest on bonds                                    468,756
  Accrued taxes                                                163,716
  Other                                                         69,221
                                                        ---------------
    Total current liabilities                               21,754,176
                                                        ---------------

Regulatory liability                                         1,917,606
Deferred income taxes                                        1,262,041
Unamortized investment tax credits                             578,570
Deferred compensation                                        2,941,448
Pensions and benefits                                          616,774
                                                        ---------------
                                                           $67,658,156
                                                        ===============


            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
            STATEMENT OF INCOME AND RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1998

Operating revenues
  Phase I support charges                                   $5,609,759
  Rental income                                                  4,710
                                                        ---------------
    Total operating revenues                                 5,614,469

Operating expenses
  Transmission expenses
    Operations                                                  39,163
    Maintenance                                                457,746
                                                        ---------------
     Total transmission expenses                               496,909

  Administrative and general expenses                          191,320
  Depreciation and amortization                              2,440,763
  Taxes other than income taxes                                559,896
  Income taxes                                                 484,910
                                                        ---------------
     Total operating expenses                                4,173,798
                                                        ---------------
     Operating income                                        1,440,671

Other income
  Interest                                                         248
  Amortization of investment tax credits                       147,954
                                                        ---------------
    Total other income                                         148,202
                                                        ---------------
    Total operating and other income                         1,588,873
                                                        ---------------

Interest and other deductions:
  Interest on long-term secured notes                          808,323
  Other interest expense                                       148,444
  Amortization of debt expense                                  22,771
                                                        ---------------
    Total interest and other dedutions                         979,538

Net income                                                     609,335

Retained earnings at beginning of period                        22,918
                                                        ---------------
                                                               632,253

Deduct dividends declared                                      550,000
                                                        ---------------
Retained earnings at end of period                             $82,253
                                                        ===============


            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1998

ASSETS
Utility plant, at original cost                            $47,847,131
  Less accumulated depreciation and amortization            29,958,300
                                                        ---------------
Net utility plant                                           17,888,831

Current assets
  Cash                                                          87,589
  Accounts receivable-associated                                 5,391
  Materials and supplies at average cost                       102,220
  Prepaid insurance                                              3,637
  Other                                                            485
                                                        ---------------
    Total current assets                                       199,322

Unamortized debt expense                                        57,420
Alternative minimum tax credits                              1,118,668
                                                        ---------------
Total assets                                               $19,264,241
                                                        ===============


            VERMONT ELECTRIC TRANSMISSION COMPANY, INC.
                         BALANCE SHEET
                       DECEMBER 31, 1998

CAPITALIZATION AND LIABILITIES

Capitalization:
  Stockholders' equity:
    Common stock, $100 par value per share                      $1,000
    Miscellaneous paid-in-capital                            2,699,000
    Retained earnings                                           82,253
                                                        ---------------
     Total common stock equity                               2,782,253
                                                        ---------------

Long-term secured notes, 8.48% due 2006                      8,560,000

Less notes to be retired within one year                     1,880,000
                                                        ---------------
                                                             6,680,000
                                                        ---------------
     Total capitalization                                    9,462,253

Current liabilities
  Notes to be retired within one year                        1,880,000
  Notes payable-bank                                         2,500,000
  Accounts payable - associated                                261,374
  Accounts payable - nonassociated                               1,226
  Accrued interest on notes                                     31,193
  Accrued taxes                                                 66,353
                                                        ---------------
    Total current liabilities                                4,740,146

Regulatory liability                                           544,258
Deferred income taxes                                        3,474,447
Deferred investment tax credits                              1,043,137
                                                        ---------------
Total capitalization and liabilities                       $19,264,241
                                                        ===============

<TABLE>

            GREEN MOUNTAIN POWER CORPORATION
           CONSOLIDATING STATEMENT OF INCOME
          FOR THE YEAR ENDED DECEMBER 31, 1998
                                                             GMPC           VER          Total      Eliminations   Consolidated

<CAPTION>

<S>                                                       <C>                     <C> <C>                      <C>  <C>  
Operating Revenues                                        $184,304,226            $0  $184,304,226             $0   $184,304,226
                                                        -------------------------------------------------------------------------
Operating Expenses
  Power Supply                                                                                                                 0
    VY Nuclear Power Corporation                            32,909,540                  32,909,540                    32,909,540
    Company-owned generation                                 6,412,112                   6,412,112                     6,412,112
    Purchases from others                                   81,706,348                  81,706,348                    81,706,348
Other operating                                             21,291,116                  21,291,116                    21,291,116
Transmission                                                 9,388,902                   9,388,902                     9,388,902
Maintenance                                                  5,189,848                   5,189,848                     5,189,848
Depreciation & amortizaton                                  16,058,812                  16,058,812                    16,058,812
Taxes other than income                                      7,242,738                   7,242,738                     7,242,738
Income taxes                                                (1,367,390)                 (1,367,390)                   (1,367,390)
                                                        -------------------------------------------------------------------------
      Total operating expenses                             178,832,026             0   178,832,026              0    178,832,026
                                                        -------------------------------------------------------------------------
        Operating income                                     5,472,200             0     5,472,200              0      5,472,200
                                                        -------------------------------------------------------------------------
Other Loss
  Loss in earnings of affiliates and non-utility operati      (444,456)                   (444,456)       416,231        (28,225)
  Allowance for equity funds used during construction          103,763                     103,763                       103,763
  Other deductions, net                                       (132,031)                   (132,031)      (416,231)      (548,262)
                                                        -------------------------------------------------------------------------
    Total other loss                                          (472,724)            0      (472,724)             0       (472,724)
                                                        -------------------------------------------------------------------------
      Income before interest charges                         4,999,476             0     4,999,476              0      4,999,476
                                                        -------------------------------------------------------------------------
Interest Charges
  Long-term debt                                             6,991,234                   6,991,234                     6,991,234
  Other                                                      1,016,915                   1,016,915                     1,016,915
  Allowance for borrowed funds used during construction       (131,195)                   (131,195)                     (131,195)
                                                        -------------------------------------------------------------------------
    Total interest charges                                   7,876,954             0     7,876,954              0      7,876,954
                                                        -------------------------------------------------------------------------
Net Loss                                                    (2,877,478)            0    (2,877,478)             0     (2,877,478)
Dividends on preferred stock                                 1,295,578                   1,295,578                     1,295,578
                                                        -------------------------------------------------------------------------
Net Loss Applicable to Common Stock                        ($4,173,056)           $0   ($4,173,056)            $0    ($4,173,056)
                                                        =========================================================================



            GREEN MOUNTAIN POWER CORPORATION
      CONSOLIDATING STATEMENT OF RETAINED EARNINGS
          FOR THE YEAR ENDED DECEMBER 31, 1998
                                                             GMPC           VER          Total      Eliminations   Consolidated

Balance - January 1,1998                                   $26,718,530       ($1,897)  $26,716,633             $0    $26,716,633
Net income                                                  (2,877,478)            0    (2,877,478)                   (2,877,478)
                                                        -------------------------------------------------------------------------
  Total                                                     23,841,052        (1,897)   23,839,155              0     23,839,155

Charges:
  Dividends on Capital Stock
    Preferred - 4.75% Class B,$4.75 per share                   12,291                      12,291                        12,291
        -7% Class C,$7 per share                                31,762                      31,762                        31,762
        -9 3/8% Class D,Series 1,$9.375 per share               71,250                      71,250                        71,250
        -8 5/8% Class D,Series 3,$8.625 per share              301,875                     301,875                       301,875
        -7.32% Class D, Series 1, $7.32 per share              878,400                     878,400                       878,400

    Common                                                   5,035,488                   5,035,488                     5,035,488
Other                                                                                            0                             0
                                                        -------------------------------------------------------------------------
    Total                                                    6,331,066             0     6,331,066              0      6,331,066
                                                        -------------------------------------------------------------------------
Balance - December 31, 1998                                $17,509,986       ($1,897)  $17,508,089             $0    $17,508,089
                                                        =========================================================================


            GREEN MOUNTAIN POWER CORPORATION
              CONSOLIDATING BALANCE SHEET
                    DECEMBER 31, 1998
                                                             GMPC           VER          Total      Eliminations   Consolidated


                         ASSETS
ELECTRIC UTILITY

Utility Plant
  Utility plant, at original cost                         $276,852,065          $541  $276,852,606                  $276,852,606
  Less accumulated depreciation                             94,603,653                  94,603,653                    94,603,653
                                                        -------------------------------------------------------------------------
     Net utility plant                                     182,248,412           541   182,248,953              0    182,248,953
  Property under capital lease                               7,696,336                   7,696,336                     7,696,336
  Construction work in progress                              5,610,394                   5,610,394                     5,610,394
                                                        -------------------------------------------------------------------------
          Total utility plant, net                         195,555,142           541   195,555,683              0    195,555,683
                                                        -------------------------------------------------------------------------
Other Investments
  Associated companies, at equity
    Vermont Electric Power Company                           2,657,302                   2,657,302                     2,657,302
    VY Nuclear Power Corporation                             9,759,404                   9,759,404                     9,759,404
    Other                                                   27,042,869                  27,042,869    (18,781,602)     8,261,267
                                                        -------------------------------------------------------------------------
        Total other investments                             39,459,575             0    39,459,575    (18,781,602)    20,677,973
                                                        -------------------------------------------------------------------------
Current Assets
  Cash                                                         439,207                     439,207                       439,207
  Special deposits                                                 210                         210                           210
  Accounts receivable,customers & others,                                                                                      0
    less allowance for doubtful accounts                    18,976,490            57    18,976,547                    18,976,547
  Accrued utility revenues                                   6,610,764                   6,610,764                     6,610,764
  Fuel,materials & and supplies at average cost              3,139,199                   3,139,199                     3,139,199
  Prepayments                                                6,091,459                   6,091,459                     6,091,459
  Other                                                        443,071                     443,071                       443,071
                                                        -------------------------------------------------------------------------
          Total current assets                              35,700,400            57    35,700,457              0     35,700,457
                                                        -------------------------------------------------------------------------

Deferred Charges and Other                                  30,470,742                  30,470,742                    30,470,742

NON UTILITY 
 Cash and Cash Equivalents                                     151,457                     151,457                       151,457
 Other Current Assets                                       10,768,454                  10,768,454     (2,945,049)     7,823,405
 Property and Equipment                                      1,212,677                   1,212,677                     1,212,677
 Intangible Assets                                           1,657,497                   1,657,497                     1,657,497
 Other Assets                                               15,654,273                  15,654,273        814,589     16,468,862
                                                        -------------------------------------------------------------------------
                                                            29,444,358             0    29,444,358     (2,130,460)    27,313,898
                                                        -------------------------------------------------------------------------

TOTAL ASSETS                                              $330,630,217          $598  $330,630,815   ($20,912,062)  $309,718,753
                                                        =========================================================================


            GREEN MOUNTAIN POWER CORPORATION
              CONSOLIDATING BALANCE SHEET
                    DECEMBER 31, 1998
                                                             GMPC           VER          Total      Eliminations   Consolidated

             CAPITALIZATION AND LIABILITIES

ELECTRIC UTILITY

Capitalization
  Common Stock Equity
    Common stock                                           $17,710,460          $500    17,710,960                   $17,710,960
    Additional paid-in capital                              71,914,236                  71,914,236                    71,914,236
    Retained earnings                                       17,509,986        (1,897)   17,508,089                    17,508,089
    Reacquired capital stock                                  (378,461)                   (378,461)                     (378,461)
                                                        -------------------------------------------------------------------------
          Total common stock equity                        106,756,221        (1,397)  106,754,824              0    106,754,824
                                                        -------------------------------------------------------------------------
Redeemable cumulative preferred stock                       16,085,000                  16,085,000                    16,085,000

Long-term debt, less current maturities                     88,500,000                  88,500,000                    88,500,000
                                                        -------------------------------------------------------------------------
          Total capitalization                             211,341,221        (1,397)  211,339,824              0    211,339,824
                                                        -------------------------------------------------------------------------
Capital lease obligation                                     7,696,336                   7,696,336                     7,696,336
                                                        -------------------------------------------------------------------------
Current Liabilities
  Current maturities of long-term debt                       1,700,000                   1,700,000                     1,700,000
  Short-term debt                                            7,000,000                   7,000,000                     7,000,000
  Accounts payable, trade                                    5,450,775         1,995     5,452,770                     5,452,770
  Accounts payable to associated companies                   5,684,293                   5,684,293      1,458,846      7,143,139
  Dividends declared                                           362,437                     362,437                       362,437
  Customer deposits                                            336,078                     336,078                       336,078
  Taxes accrued                                                369,835                     369,835                       369,835
  Interest accrued                                           1,203,245                   1,203,245                     1,203,245
  Other                                                      5,257,885                   5,257,885                     5,257,885
                                                        -------------------------------------------------------------------------
          Total current liabilities                         27,364,548         1,995    27,366,543      1,458,846     28,825,389
                                                        -------------------------------------------------------------------------
Deferred Credits
  Accumulated deferred income taxes                         23,389,117                  23,389,117                    23,389,117
  Unamortized investment tax credits                         4,260,093                   4,260,093                     4,260,093
  Other                                                     27,134,544                  27,134,544                    27,134,544
                                                        -------------------------------------------------------------------------
         Total deferred credits                             54,783,754             0    54,783,754              0     54,783,754
                                                        -------------------------------------------------------------------------

NON UTILITY
 Current liabilities                                         3,365,953                   3,365,953     (2,645,966)       719,987
 Other liabilities                                           8,351,115                   8,351,115     (1,997,652)     6,353,463
 Stockholders' equity                                       17,727,290                  17,727,290    (17,727,290)             0
                                                        -------------------------------------------------------------------------
                                                            29,444,358             0    29,444,358    (22,370,908)     7,073,450
                                                        -------------------------------------------------------------------------

TOTAL CAPITALIZATION AND LIABILITIES                      $330,630,217          $598  $330,630,815   ($20,912,062)  $309,718,753
                                                        =========================================================================

</TABLE>


            GREEN MOUNTAIN PROPANE GAS COMPANY
                    INCOME STATEMENT
          FOR THE YEAR ENDED DECEMBER 31, 1998

REVENUE
  Revenue                                                    2,130,705
                                                        ---------------
    Total revenue                                            2,130,705
                                                        ---------------
COST OF SALES
  Cost of sales                                              1,106,555
                                                        ---------------
    Total cost of sales                                      1,106,555
                                                        ---------------
Gross profit                                                 1,024,150
                                                        ---------------
OPERATING EXPENSES
  Operating expenses                                           759,279
  Depreciation                                                 142,900
  Amortization                                                  37,116
  Bad debt expense                                              46,236
  Parent company charges                                        49,579
  Interest income                                             (335,093)
  Interest expense                                              40,016
  Miscellaneous                                                100,367
  Income taxes                                                 (88,546)
  Loss on sale of assets                                       341,346
  Working capital adjustment                                  (230,000)
  Closing costs                                                300,000
                                                        ---------------
Total operating expenses                                     1,163,200
                                                        ---------------
Net loss                                                      (139,050)
                                                        ===============


            GREEN MOUNTAIN PROPANE GAS COMPANY
                     BALANCE SHEET
                   DECEMBER 31, 1998

ASSETS

Other Assets
  Miscellaneous receivable                                     331,000
                                                        ---------------
Total assets                                                   331,000
                                                        ===============


            GREEN MOUNTAIN PROPANE GAS COMPANY
                     BALANCE SHEET
                   DECEMBER 31, 1998

LIABILITIES AND STOCKHOLDERS' EQUITY

Stockholders' equity
  Common stock                                                   2,000
  Additional paid in capital                                 2,930,114
  Retained earnings                                         (2,462,064)
  Net income (loss)                                           (139,050)
                                                        ---------------
   Total stockholders' equity                                  331,000
                                                        ---------------
Total liabilities and stockholders' equity                     331,000
                                                        ===============


            GREEN MOUNTAIN PROPANE GAS COMPANY
             STATEMENT OF RETAINED EARNINGS
          FOR THE YEAR ENDED DECEMBER 31, 1998

Balance January 1, 1998                                     (2,462,064)
Net income                                                    (139,050)
                                                        ---------------
Balance December 31, 1998                                   (2,601,114)
                                                        ===============


                        LEASE-ELEC, INC.
        INCOME STATEMENT AND STATEMENT OF RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1998

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, 1998

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, 1998

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, 1998

Revenues
  Revenue - lease                                             $206,901
  Revenue - Interest                                             1,095
                                                        ---------------
    Total revenues                                             207,996
                                                        ---------------

Expenses
  Interest expense                                             207,465
  Income taxes - federal                                        (8,725)
  Income taxes - state                                          (2,772)
  Property tax expense                                               0
  Depreciation                                                  23,774
  Salaries and wages                                                 0
  General administrative expense                                     0
  Miscellaneous expenses                                            25
                                                        ---------------
    Total expenses                                             219,767
                                                        ---------------
Net income                                                     (11,771)
Retained earnings at beginning of period                       (14,498)
                                                        ---------------
Retained earnings at end of period                            ($26,269)
                                                        ===============


                  GMP REAL ESTATE CORPORATION
                         BALANCE SHEET
                       DECEMBER 31, 1998

ASSETS
  Cash                                                         $11,768
  Rent receivable                                              829,741
  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                           684,584
  Building - Biron estate Montpelier                            35,745
  Land - Biron estate Montpelier                               138,451
  Organization costs                                               403
  Income tax benefits receivable                               102,352
                                                        ---------------
    Total assets                                            $2,100,821
                                                        ===============


                  GMP REAL ESTATE CORPORATION
                         BALANCE SHEET
                       DECEMBER 31, 1998

LIABILITIES AND SHAREHOLDERS' EQUITY
  Accounts payable                                             $84,885
  Accrued interest payable                                       4,473
  Deferred income taxes                                         39,580
  Notes payable #2                                           1,817,152
  Notes payable #4                                             180,500
  Common stock (5 shares, no par)                                  500
  Retained earnings                                            (26,269)
                                                        ---------------
    Total liabilities and shareholders' equity              $2,100,821
                                                        ===============


                    MOUNTAIN ENERGY, INC.                 CONFIDENTIAL
                      INCOME STATEMENT                      TREATMENT
              FOR THE YEAR ENDED DECEMBER 31, 1998

Revenues
  Undistributed income in subsidiaries                  
  Install revenues                                      
  Other income                                          
  Interest income Notes                                 
  Interest income bank                                  
  Other income                                          
  Cost of goods sold                                    
                                                        ---------------
    Net revenues                                             2,091,774
                                                        ---------------

Labor expenses
  Employee compensation                                        446,823
  Payroll taxes                                                 29,350
  Contract labor                                               (54,044)
  Professional fees - due from GMP                              85,299
                                                        ---------------
    Total labor expenses                                       507,428
                                                        ---------------

Benefits expenses
  Group medical claims                                          23,419
  Group medical admin                                            1,338
  Group life insurance                                             505
  Group disability insurance expense                             1,537
  Workers' comp insurance expense                                  804
  Postretirement health care expense                             5,114
  Pension expense                                               16,248
  401(k) expense                                                12,482
                                                        ---------------
    Total benefits expenses                                     61,447
                                                        ---------------

Other operating expenses
  Rent - office                                         
  Utilities                                             
  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                                          
  Contributions                                         
  Interest expense                                      
  Loss on sale of assets                                
  Sales and Use tax                                     
  Miscellaneous                                         
  Army settlement reserves                              
  O&M renegotiation costs                               
  Impairment loss-WPP '89                               
  Depreciation                                          
  Amortization - intangibles                            
  Parent payroll allocation                             
  Parent overhead allocation                            
  Operating exp Micronair                               
                                                        ---------------
    Total other operating expenses                           5,073,046
                                                        ---------------

Total expenses                                               5,641,921
                                                        ---------------
Income before taxes                                         (3,550,147)
                                                        ---------------

State income tax expense                                      (221,713)
Federal income tax expense                                  (1,129,911)
Income tax ITC amortization                                   (110,966)
                                                        ---------------
Net income                                                  (2,087,557)
                                                        ---------------
Retained earnings at beginning of period                     3,339,864
                                                        ---------------
Retained earnings at end of period                           1,252,307
                                                        ===============


                    MOUNTAIN ENERGY, INC.
                      BALANCE SHEET                       CONFIDENTIAL
                    DECEMBER 31, 1998                        TREATMENT

ASSETS

Current assets
  Cash                                                  
  Accounts receivable                                   
  GMP receivable                                        
  Inventory                                             
  Unbilled revenue                                      
  Notes receivable                                      
  Interest receivable - notes                           
  GMP receivable ITC                                    
  Prepaid insurance                                     
  Prepaid expense  Micronair                            
  Prepaid state taxes                                   
                                                        ---------------
    Total current assets                                    10,013,270
                                                        ---------------

Fixed assets
  Partnership interests                                 
  C Corp interest CASTion                               
  Equity in earnings of subsidiaries                    
  Partnership distributions                             
  Goodwill                                              
  Accumulated amortization - goodwill                   
  Property, plant & equipment                           
  Accumulated depreciation                              
                                                        ---------------
    Total fixed assets                                      12,412,849
                                                        ---------------

Other assets
  Deposits                                              
  Prepaid AMT                                           
  Software                                              
  Organization Costs                                    
  Goodwill                                              
  Patents & other intangibles                           
  Accumulated amortization                              
  Loan origination/finance costs                        
  Acquisition costs                                     
                                                        ---------------
    Total other assets                                       4,383,917
                                                        ---------------
Total assets                                                26,810,036
                                                        ===============


                    MOUNTAIN ENERGY, INC.
                      BALANCE SHEET                        CONFIDENTIAL
                    DECEMBER 31, 1998                        TREATMENT

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  GMP payable                                           
  Accounts payable                                      
  Accrued interest payable-note                         
  State income tax payable                              
  Federal inc tax true up                               
  Accrued expenses payable                              
  Benefits payable                                      
  Current prtn lease                                    
  Other accrd liab - Micronair                          
  Accrued Army reserves                                 
                                                        ---------------
    Total current liabilities                                3,211,465
                                                        ---------------

Long-term liabilities
  Notes payable                                         
  Unearned revenue                                      
  Deferred federal taxes                                
  Deferred state taxes                                  
  Deferred compensation                                 
  Capital leases                                        
                                                        ---------------
    Total long-term liabilities                              6,283,767
                                                        ---------------

      Total liabilities                                      9,495,232
                                                        ---------------

Equity
  Common stock                                          
  Return of capital                                     
  Retained earnings                                     
  Net income                                            
                                                        ---------------
    Total equity                                            17,314,804
                                                        ---------------
Total liabilities and equity                                26,810,036
                                                        ===============




                 GREEN MOUNTAIN RESOURCES INC.
        INCOME STATEMENT AND STATEMENT OF RETAINED EARNINGS
              FOR THE YEAR ENDED DECEMBER 31, 1998

Revenues
  Undistributed earnings--NH                                  (464,179)
  Undistributed earnings--Bay State                            (50,584)
                                                        ---------------
   Total revenues                                             (514,763)
                                                        ---------------

Expenses
  Legal/accounting/other                                             0
  Legal and finance                                             15,066
  Billing support services                                           0
  Transportation                                                     0
  General                                                            0
  Marketing                                                          0
  Marketing/pricing                                              4,796
  Market research                                                    0
  Materials and other                                                0
  Amortization                                                       0
  Power supply/regulatory                                            0
  Labor                                                        (22,153)
  Other                                                        117,350
  Business plan                                                      0
  MIS                                                              200
  Misc                                                               0
  Income tax expense                                          (214,197)
  Income tax true-up benefit                                  (169,207)
                                                        ---------------
   Total expenses                                             (268,145)
                                                        ---------------

                                                        ---------------
Net income                                                    (246,618)
                                                        ---------------
Retained earnings at beginning of period                    (2,559,569)
                                                        ---------------
Retained earnings at end of period                          (2,806,187)
                                                        ===============



             GREEN MOUNTAIN RESOURCES, INC.
                      BALANCE SHEET
                   DECEMBER 31, 1998

ASSETS

Current Assets
  Cash                                                           1,798
  Accounts Receivable--NH                                       63,332
                                                        ---------------
    Total current assets                                        65,130
                                                        ---------------

Other assets
  Investment in NH                                           1,184,724
  Undistributed earnings--NH                                (1,184,724)
  Investment in Mass Electric                                   18,114
  Undistributed earnings--Mass Electric                        (18,114)
  Investment in Bay State                                      297,840
  Undistributed earnings-- Bay State                          (297,840)
  Investment in Penn                                            68,549
  Undistributed earnings-- Penn                                (68,549)
                                                        ---------------
    Total other assets                                               0
                                                        ---------------

                                                        ---------------
Total Assets                                                    65,130
                                                        ===============

LIABILITIES AND CAPITAL

Current liabilities
  Due to GMP                                                    65,130
                                                        ---------------
   Total current liabilities                                    65,130
                                                        ---------------

Capital
  Common stock                                                     100
  Capital--NH                                                1,184,724
  Capital--Mass Electric                                        18,114
  Capital--Bay State                                           297,840
  Capital--Penn                                                 68,549
  Paid in capital GMRI                                       1,236,860
  Retained earnings                                         (2,806,187)
                                                        ---------------
   Total capital                                                     0
                                                        ---------------

                                                        ---------------
Total liabilities and capital                                   65,130
                                                        ===============



<TABLE> <S> <C>

<ARTICLE> OPUR3
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet as of December 31, 1998 and the related
consolidated statement of income for the year ended December 31, 1998
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                             309,718,753
<TOTAL-OPERATING-REVENUES>                 184,304,226
<NET-INCOME>                               (2,877,478)
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission