GREEN MOUNTAIN POWER CORP
U-3A-2, 2000-03-27
ELECTRIC SERVICES
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13
                                      -  -
                                                                 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.


<PAGE>
                        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 163 Acorn Lane,
Colchester,  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 84,000 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 Independent System
Operator  ("ISO"),  a  function formerly performed by 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  former  headquarters building for the Company in South Burlington, Vermont,
as  well  as  two service centers in Bellows Falls and Wilmington, Vermont.  The
leases  on these properties were purchased, and the former headquarters building
sold  during  1999.  GMP  Real  Estate's  principal office is at 163 Acorn Lane,
Colchester,  Vermont.


     The  business  of  Lease-Elec  consisted 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 163 Acorn Lane, Colchester,
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.  GMRI has
sold  its  remaining  interest  in  GMEP,  and  does  not actively engage in any
business  presently.  GMRI's  offices are located at 163 Acorn Lane, Colchester,
Vermont.

     The  State  of New Hampshire experimented 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,  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 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.  On  October  15, 1999, the owners of Vermont Yankee Nuclear Power
Corporation  accepted  a  bid from Philadelphia-based AmerGen Energy Company for
the  540-megawatt Vernon generating plant.  The asset sale will require numerous
regulatory  approvals,  including  the Federal Energy Regulatory Commission, the
Nuclear  Regulatory  Commission,  the Securities and Exchange Commission and the
VPSB.   Assuming  a  final  closing  date  for  the transaction of July 1, 2000,
AmerGen  will  pay  Vermont Yankee approximately $23.5 million for the plant and
property.

     As  a  condition  of  the sale, Vermont Yankee's current owners will make a
one-time  and  final  payment  of  $54.3  million  to  pre-pay  the  plant's
decommissioning fund. In return, AmerGen will assume full responsibility for all
future operating costs and the estimated $430 million obligation to decommission
the  plant at the end of its operating license in 2012.  The current owners have
agreed  to  buy  power  from  the plant for periods that may extend up to twelve
years,  depending  upon  the  option  selected  by  each individual owner. Green
Mountain Power Corporation and the other current owners are also responsible for
their  share  of  the unrecovered plant and other costs resulting from the sale.

                      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  was  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. An Independent System Operator
(ISO)  replaced  NEPOOL  effective May 1, 1999. The ISO works as a clearinghouse
for  purchasers  and  sellers  of  electricity  in  the new deregulated markets.
Sellers place bids for the sale of their generation or purchased power resources
and  if  demand  is  high  enough  the  output  from  those  resources  is sold.

                   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-Qu bec.  Phase I of the interconnection consists of
a  +-450  KV  HVDC  transmission  line  from  the  Des Cantons Substation on the
Hydro-Qu  bec  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-Qu bec 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-Qu  bec,  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 163 Acorn Lane,
Colchester,  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.
     As  of  June  30,  1999  we  classified  our investment in MEI as "Business
Segment  held  for  sale",  reflecting the Company's intent to sell MEI's assets
within  the  next  twelve  months.

     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, 1999, 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 2,430 miles of overhead lines of 2.4 to 34.5
KV  and  461  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 569,750 Kva of substation transformer capacity in
distribution  substations  and  approximately  1,085,000 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-Qu  bec 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-Qu  bec.

                         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.
Retail  sales  for  Green  Mountain  Power  are  state  of  Vermont exclusively.
                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 1999
               Total  Electric  Revenues:$248,302,008
                              Electric:  4,073,038,000
                              Gas:       None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 1999
                Total  Electric  Revenues:$208,811,573
                              Electric:   4,059,17,000
                              Gas:        None

                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 1999
               Total  Electric  Revenues:$29,874,410
                              Electric:   251,526
                              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(State  of  Vermont).

                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 1999

                              Electric:   None
                              Gas:        None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 1999

                              Electric:   None
                              Gas:        None

                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 1999

                              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(STATE  OF  VERMONT.)

                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 1999
                Wholesale  Sales  Revenue:  $68,305,000
                                 Electric:   2,153,732,900*
                               Gas:        None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 1999
                Wholesale  Sales  Revenue:  $93,965,207
                               Electric:   1,826,598,000
                               Gas:        None

                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 1999

                               Electric:   None
                               Gas:        None
*Reflects  1,672,009,900kWh  sales  to  Morgan  Stanley  under  a  Power  Supply
agreement  begun  February  1999.


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(STATE  OF  VERMONT).

                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 1999
                  Power  supply  Purchases:$139,534,761
                               Electric:   3,267,088,000*
                               Gas:        None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 1999

                               Electric:   None
                               Gas:        None


                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 1999

                               Electric:   None
                               Gas:        None

*includes  1,861,385,000kWh  purchased  from Morgan Stanley under a Power Supply
agreement  dated  February  1999.


                   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  1999.

     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.
<TABLE>
<CAPTION>

Consolidating  Balance  Sheet     FORM  U-3A-2  EXHIBIT  A
                           December 31, 1999                                             Consolidated

                                              Green        Green                                             Green
                                            Mountain      Mountain    Mountain                 GMP         Mountain
                                              Power       Propane      Energy    Lease        Real         Resources
                                           Corporation    Gas Co.       Inc.      Elec       Estate          Inc.        Total
                                          -------------  ----------  ----------  ------  ---------------  -----------  ---------
<S>                                       <C>            <C>         <C>         <C>     <C>              <C>          <C>
Assets                                                                                    (In thousands)
Utiltiy Plant, net . . . . . . . . . . .  $    192,895   $       -   $       -   $    -  $             -  $        -   $192,895
Other Investments. . . . . . . . . . . .        31,178           -           -        -                -           -     31,178
Deferred Charges . . . . . . . . . . . .        41,854           -           -        -                -           -     41,854
Business Segment held for Disposal . . .             -           -           -        -                -           -          0
Current Assets . . . . . . . . . . . . .        33,237           -         160        -               40           -     33,437
Other Current Assets . . . . . . . . . .             -          14       3,113        -               74           8      3,209
Property and Equipment . . . . . . . . .             -           -         362        -              253           -        615
Intangible Assets. . . . . . . . . . . .             -           -           -        -                -           -          0
Other Assets . . . . . . . . . . . . . .           974         347      15,760      137                -           -     17,218
                                                         ----------  ----------  ------  ---------------
                                          $    300,138   $     361   $  19,395   $  137  $           367  $        8   $320,406
                                          =============  ==========  ==========  ======  ===============  ===========  =========
Capitalization and Liabilities
Common Stock Equity. . . . . . . . . . .  $    100,645   $     360   $  10,035   $  107  $            15  $       (5)  $111,157
Redeemable Preferred Stock . . . . . . .        14,435           -           -        -                -           -     14,435
Long Term Debt, less current maturities.        81,800           -           -        -                -           -     81,800
Capital Lease Obligation . . . . . . . .         7,038           -           -        -                -           -      7,038
Current Liabilities. . . . . . . . . . .        37,094           -           -        -                -           -     37,094
Deferred Credits . . . . . . . . . . . .        59,126           1       2,864                       132          13     62,136
Other Liabilities. . . . . . . . . . . .             -           -       6,496       30              220           -      6,746
                                          $    300,138   $     361   $  19,395   $  137  $           367  $        8   $320,406
                                          =============  ==========  ==========  ======  ===============  ===========  =========

Consolidating Statement of Income:
Operating Revenues . . . . . . . . . . .  $    251,048   $       -   $   2,296   $    -  $           243  $        -   $253,587
Operating Expenses . . . . . . . . . . .       243,102          38       9,575        -              202         417    253,334
                                          -------------  ----------  ----------  ------  ---------------  -----------  ---------
 Operating Income. . . . . . . . . . . .         7,946         (38)     (7,279)       -               41        (417)       253
Other Income . . . . . . . . . . . . . .        (3,826)         16           -        -                -       1,000     (2,810)
Interest Charges . . . . . . . . . . . .         7,183           -           -        -                -           -      7,183
                                          -------------  ----------  ----------  ------  ---------------  -----------  ---------
Income (Loss) before preferred dividends        (3,063)        (22)     (7,279)       -               41         583     (9,740)
  and discontinued operations
Dividends on preferred stock . . . . . .         1,155           -           -        -                -           -      1,155
Net income(loss) from discontinued
  segment operations . . . . . . . . . .             -           -           -        -                -           -          -

Net Loss applicable to common stock. . .  $     (4,218)  $     (22)  $  (7,279)  $    -  $            41  $      583   $(10,895)
                                          =============  ==========  ==========  ======  ===============  ===========  =========

                                                              Green
                                                            Mountain
                                                              Power
                                           Eliminations    Corporation
                                          --------------  -------------
<S>                                       <C>             <C>
Assets
Utiltiy Plant, net . . . . . . . . . . .  $           -   $    192,895
Other Investments. . . . . . . . . . . .        (10,512)        20,666
Deferred Charges                                                41,854
Business Segment held for Disposal . . .          9,477          9,477
Current Assets . . . . . . . . . . . . .           (160)        33,277
Other Current Assets . . . . . . . . . .         (3,201)             8
Property and Equipment . . . . . . . . .           (362)           253
Intangible Assets. . . . . . . . . . . .              -              -
Other Assets . . . . . . . . . . . . . .        (15,897)         1,321
                                          --------------
                                          $     (20,655)  $    299,751
                                          ==============  =============
Capitalization and Liabilities
Common Stock Equity. . . . . . . . . . .  $     (10,512)  $    100,645
Redeemable Preferred Stock                                      14,435
Long Term Debt, less current maturities                         81,800
Capital Lease Obligation                                         7,038
Current Liabilities. . . . . . . . . . .           (387)        36,707
Deferred Credits . . . . . . . . . . . .         (3,010)        59,126
Other Liabilities. . . . . . . . . . . .         (6,746)             -
                                          $     (20,655)  $    299,751
                                          ==============  =============
                                                                     -
Consolidating Statement of Income:
Operating Revenues . . . . . . . . . . .  $      (2,539)  $    251,048
Operating Expenses . . . . . . . . . . .        (10,232)       243,102
                                          --------------  -------------
 Operating Income. . . . . . . . . . . .          7,693          7,946
Other Income . . . . . . . . . . . . . .          6,263          3,453
Interest Charges . . . . . . . . . . . .              -          7,183
                                          --------------  -------------
Income (Loss) before preferred dividends         13,956          4,216
  and discontinued operations
Dividends on preferred stock . . . . . .              -          1,155
Net income(loss) from discontinued
  segment operations . . . . . . . . . .         (7,279)        (7,279)

Net Loss applicable to common stock. . .  $      13,956   $     (4,218)
                                          ==============  =============
</TABLE>









EXHIBIT  B

     Financial  Data  Schedule

     1.   Total  Assets                   $299,751,000

     2.   Total  Operating  Revenues       $251,048,000

     3.   Net  Income                      ($3,063,000)

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

<PAGE>
                                                                 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 2000.

                               GREEN  MOUNTAIN  POWER  CORPORATION
                               -----------------------------------
                                       (name  of  claimant)







(Corporate  Seal)

                               By:      /s/N.R.  Brock
                                   -------------------
                                   N.  R.  Brock,  Vice  President,
                                   Chief  Financial  Officer
                                   Treasurer



Attest:


    /s/R.J.  Griffin
- --------------------
R.  J.  Griffin
Controller


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
163  Acorn  Lane
Colchester,  VT  05446









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