S-3

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(exact name of registrant as specified in its charter)

Vermont
(State or other jurisdiction of
incorporation or organization) 03-0111290
(IRS Employer Identification No.)

77 Grove Street
Rutland, Vermont 05701
(802) 773-2711
(Address of principal executive offices, including zip code, and
telephone number, including area code, of registrant)

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN

Joseph M. Kraus, Senior Vice President, Secretary and General Counsel Central Vermont Public Service Corporation 77 Grove Street Rutland, VT 05701 (802) 773-2711	With a copy to: M. Douglas Dunn, Esq. Robert B. Williams, Esq. Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, NY 10005 (212) 530-5000
(Name, address and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being registered pursuant to dividend or interest reinvestment plans, please check the following box. /____/

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /  X  /

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /___/___________.

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities registration statement number of the earlier effective registration statement for the same offering. /___/___________.

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /___/

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to be Registered *	Proposed maximum offering price per share **	Proposed maximum aggregate offering price **	Amount of Registration Fee
Common Stock, $6 Par Value		500,000	$15.195	$7,597,500.00	$1,899.37
*	Pursuant to Rule 429, the Prospectus included in this Registration Statement also relates to shares of the Registrant's Common Stock previously registered on Form S-3, Registration No. 33-39691. A filing fee was previously paid with respect to these shares.
**	Estimated for the purpose of the above calculations only; and, pursuant to Rule 457(c), based on the average of the high and low prices for the Registrant's Common Stock reported on the New York Stock Exchange on March 19, 2001.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

Prospectus

Central Vermont Public Service Corporation

Dividend Reinvestment and Common Stock Purchase Plan

Summary of Plan

      Central Vermont Public Service Corporation's Dividend Reinvestment and Common Stock Purchase Plan, referred to herein as the Plan, provides holders of our Common Stock, $6 par value, and Preferred Stock, which we refer to as our Stock, and individuals or entities who are not currently stockholders (depending on legal residence) with a convenient method of purchasing our Common Stock.

      Common Stock purchased under the Plan consists of shares purchased on the open market.

      The Price Per Share of our Common Stock purchased under the Plan will be the weighted average price per share (adjusted for brokerage commissions and, if applicable, certain related costs of the transaction) at which such shares are purchased on the open market by the Plan Administrator for the Participants in the Plan.

      The Plan allows a Participant to elect to:

• have all dividends on their stock reinvested in shares of Common Stock and to make optional cash payments into the Plan;
• receive dividends in cash and to make only optional cash payments into the Plan to purchase shares of Common Stock;
• make automatic monthly investments by electronic funds transfers from a checking or savings account; and
• deposit share certificates for safekeeping.

      In the event of optional cash payments referred to above, each investment (other than an initial investment) must be at least $100, and not total more than $6,000 per calendar quarter, as further discussed in Question 2.

      This Prospectus describes the terms and conditions of the Plan and should be retained for future reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is [                    ] ,2001

TABLE OF CONTENTS

CENTRAL VERMONT DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Automatic Monthly Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Acquisition of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Dividend Reinvestment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Optional Cash Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Reports to Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Withdrawal from the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Sale of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal Tax Treatment of Participation in the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE COMPANY

Central Vermont Public Service Corporation is the issuer of the shares of Common Stock offered hereby. We are the largest electric utility in Vermont. Together with our subsidiaries, we engage principally in the purchase, production, transmission, distribution and sale of electricity. We serve approximately 141,000 customers in nearly three-quarters of the towns, villages and cities in Vermont, representing approximately 50% of the Vermont population. We operate in New Hampshire through our electric utility subsidiary, Connecticut Valley Electric Company Inc., which serves approximately 10,000 customers. Our principal executive offices are located at 77 Grove Street, Rutland, Vermont 05701 and our telephone number is (802) 773-2711.

DESCRIPTION OF THE PLAN

The following is a question and answer statement of the provisions of the Company's Plan.

DEFINITIONS

Authorization Form:  The form a stockholder signs and completes to join the Plan.

Automatic Monthly Investment:  A means of investment whereby a Participant elects to have a designated amount of funds withdrawn from a checking or savings account on a monthly basis of at least $100 per month and no more than $6,000 per calendar quarter, for the purchase of additional shares of Common Stock.

Cut-off Date:  The date by which Optional Cash Payments and Initial Investments must be received from Participants to be invested on the 15th of that month. The Cut-off Date is the 10th day of each month or the prior business day if the 10th falls on a Saturday, Sunday, or holiday. Payroll deductions received through the last payday of any given month will be invested on the 15th of the following month.

Dividend Payment Date:  The date on which dividends are payable; currently on or about the 15th day of February, May, August and November for Common Stock; and for all series of preferred stock, on the first day of January, April, July and October.

Enrollment Form:  The form a Non-Stockholder signs and completes to join the Plan.

Initial Investment:  The payment Non-Stockholders must make upon execution of the Enrollment Form, of between $250 and $6,000 (in United States Dollars) to make an initial purchase of Common Stock.

Investment Date:  The date or dates of each month on which shares of Common Stock are purchased with Optional Cash Payments, cash dividends, payroll deductions, Initial Investments and Automatic Monthly Investments; currently investments commence on the 15th day of each month, or the prior business day if the 15th falls on a Saturday, Sunday, or holiday.

Non-Stockholder:  An individual or entity not currently a holder of record of our Stock. Non-Stockholders may become Participants, depending on their state or other jurisdiction of legal residence. Due to differences in applicable securities laws, we do not offer the Plan in all jurisdictions.

Optional Cash Payment:  A means of investment whereby a Participant may make Optional Cash Payments (in United States Dollars), by check or money order, into the Plan in amounts of at least $100 per investment, and no more than $6,000 per calendar quarter, for the purchase of additional shares of Common Stock.

Participant:  An individual or entity, whether previously a Stockholder or a Non-Stockholder, who has enrolled in the Plan. To remain a Participant, a Stockholder must have at least one share of Common Stock credited to his account. A Participant who has terminated his participation in the Plan will receive a check for the cash value of any fractional share remaining.

Record Date:  The date, usually 15 days before the Dividend Payment Date, by which a Stockholder must own stock to receive the dividend payable on the next Dividend Payment Date.

Related Costs:  Costs and expenses, in addition to brokerage commissions, incurred in maintaining and administering the Plan, such as printing and mailing costs, which we may in our discretion elect to pass through to Participants as part of the Price Per Share. See Questions 3 and 17 for additional information regarding Related Costs.

Settlement Date:  The date on which the final purchase of the Company's Common Stock on any given Investment Date settles.

Stockholders:  Holders of record of our Common and/or all classes and series of Preferred Stock.

Total Amount Invested:  The aggregate of the applicable Initial Investment, Optional Cash Payments, Automatic Monthly Investments, cash dividends, and payroll deductions, less brokerage commissions and, if applicable, Related Costs, invested on behalf of a Participant on any Investment Date.

PURPOSE

1. What is the purpose of the Plan?

              The Plan provides Stockholders and Non-Stockholders who qualify with a convenient and economical way to purchase shares of Common Stock with Optional Cash Payments, including the Initial Investment, Automatic Monthly Investments, payroll deductions, and/or reinvested dividends.

BENEFITS

2. What are the advantages of the Plan?

*              Stockholders may elect to have dividend payments on any or all classes or series of Stock reinvested in Common Stock and (if desired) to make Optional Cash Payments into the Plan, Automatic Monthly Investments, or continue to receive cash dividends and make Optional Cash Payments or Automatic Monthly Investments of at least $100 to purchase Common Stock through the Plan.

*              Non-Stockholders who qualify may become Participants by making an Initial Investment of at least $250, not to exceed $6,000, to purchase Common Stock through the Plan. See Question 13 for additional information.

*              Optional Cash Payments may be made occasionally or at regular intervals, as the Participant desires. Dividend payments not reinvested will be paid in the usual manner.

*              Full investment of funds including the Initial Investment, Optional Cash Payments, Automatic Monthly Investments and/or reinvested dividends is possible through the purchase of whole and fractional shares of Common Stock.

*              The Plan offers a "safekeeping" service whereby Participants may deposit certificates representing Common Stock into the Plan free of charge. Shares of Common Stock so deposited will be credited to the account of the Participant.

*              Participants may sell shares of Common Stock credited to their account through the Plan at a minimal cost. See Question 35 for additional information.

*              A Participant may direct the Plan Administrator, at any time and free of charge, to issue certificates for shares held in the Plan, to transfer all or a portion of the shares of Common Stock credited to his account to the account of another Participant (or to set up an account for a new Participant in connection with such transfer) or to send certificate(s) representing such shares to the Participant or another designated person or entity. See Questions 25 and 38 for additional information.

*              Statements of Holdings will be mailed to each Participant showing all transactions completed during the year to date and other information related to his account.

*              Brokerage commissions are generally lower than those paid by individual purchasers for this service. See Question 17 for additional information.

3. What are the disadvantages of the Plan?

*              No interest is paid on dividends, Optional Cash Payments, including Initial Investments, Automatic Monthly Investments and payroll deductions held pending investment or reinvestment.

*              Optional Cash Payments and Initial Investments must be received by the applicable Cut-off Date to be invested on the Investment Date.

*              Participants have no control over the price. Participants will not know the number of shares purchased or the Price Per Share until the investment of funds has been completed. See Questions 16 and 18 for additional information.

*              Shares purchased through the Plan involve the payment of brokerage commissions by Participants although such commissions are generally lower than the brokerage commissions applicable to individual purchases of a small number of shares.

*              We have reserved the right to pass through to Participants Related Costs, which would increase the Price Per Share of Common Stock purchased under the Plan.

ADMINISTRATION

4. Who administers the Plan for Participants?

              Fleet National Bank, our Transfer Agent, through EquiServe, or any successor administrator we designate Plan Administrator, administers the Plan, maintains records, sends statements of account to Participants and performs other duties relating to the Plan. The Plan Administrator also handles purchases and sales and holds all shares of Common Stock purchased in accordance with the provisions of the Plan.

5. Where should correspondence and telephone communications regarding the Plan be directed?

              Any correspondence concerning the Plan should be mailed to:

                                            EquiServe
                                            Attn: DRP Department
                                            P. O. Box 43010
                                            Providence, RI 02940-3010

              When writing, please reference Central Vermont Public Service Corporation and include a daytime telephone number.

              Shareholder Services Representatives may also be reached by telephone at (800) 736-3001 (within the US) or 781-575-3100 Monday through Friday, 9:00 am to 6:00 pm (Eastern Standard Time).

6. Who purchases the shares for the Plan?

              The Plan Administrator makes all purchases of our Common Stock on the open market necessary to meet the requirements of the Plan. We do not exercise any direct or indirect control over the prices or timing of purchases made by the Plan Administrator.

PARTICIPATION

7. Who is eligible to participate?

              Any Stockholder and any Non-Stockholder who qualifies is eligible to participate in the Plan. A beneficial owner whose shares are registered in a name other than his own (e.g., broker or bank nominee) must have those shares transferred into his name in order to be eligible to participate with dividends from them unless such broker or bank nominee participates in the Plan. A beneficial owner may not directly participate in the Optional Cash Payment or Automatic Monthly Investments feature of the Plan.

              Employees of our Company and its wholly-owned subsidiaries are eligible to participate in the Plan through payroll deductions. See Question 28 for additional information .

8. How do Stockholders become Participants in the Plan?

              Stockholders may join the Plan at any time by checking the appropriate box and signing an Authorization Form and returning it to the Plan Administrator at the address listed in Question 5. If the Stock is jointly owned, all registered owners must sign the Authorization Form.

9. What does the Authorization Form provide?

              The Authorization Form allows Stockholders to indicate how they want to participate in the Plan. Stockholders complete the Authorization Form, indicating whether they want to (a) reinvest dividends and make Optional Cash Payments, or (b) participate in the Plan by making Optional Cash Payments only. If no box is checked, the Participant's account will be coded for full dividend reinvestment and dividends will be reinvested. The Authorization Form also provides for the appointment of the Plan Administrator to purchase shares on behalf of the Participant.

10. How do Non-Stockholders become Participants?

              Non-Stockholders, depending on the state or other jurisdiction of their legal residence, may join the Plan by completing and signing an Enrollment Form and returning it to the Plan Administrator, at the address listed in Question 5, with an Initial Investment of at least $250 but not more than $6,000. The payment must be in the form of a check or money order, made payable to EquiServe. NO INTEREST WILL BE PAID ON INITIAL INVESTMENTS PENDING INVESTMENT.

11. What does the Enrollment Form provide?

              The Enrollment Form allows Non-Stockholders who qualify to enroll and participate in the Plan and, in addition, provides for the appointment of the Plan Administrator to purchase shares on behalf of the Participant. The Enrollment Form also allows the Non-Stockholder to indicate whether he wants to (a) reinvest dividends and make Optional Cash Payments, or (b) participate in the Plan by making Optional Cash Payments only and/or (c) make Automatic Monthly Investments. If no box is checked, the participant's account will be coded for full dividend reinvestment and dividends will be reinvested. Upon receiving the Enrollment Form with the Initial Investment, the Plan Administrator will establish an account and apply the Initial Investment to the purchase of Common Stock on the next applicable Investment Date.

              An Enrollment Form or an Authorization Form may be obtained at any time by contacting the Plan Administrator as indicated in Question 5.

12. When may Stockholders join the Plan?

              A Stockholder may join the Plan at any time and will become a Participant when the Plan Administrator receives the signed Authorization Form. However, to participate with reinvested dividends the Authorization Form must be received by the Plan Administrator at least two weeks before the Dividend Payment Date on which the Participant wants to begin reinvesting dividends.

              If a Stockholder wants to join the Plan with only Optional Cash Payments, enrollment should be timed such that investments may be made as discussed in Question 24.

13. When may Non-Stockholders join the Plan?

              A Non-Stockholder who qualifies may join the Plan at any time and will become a Participant when the Plan Administrator receives the signed Enrollment Form and the Initial Investment. In order to be invested on the next Investment Date, an Initial Investment must be received no later than the applicable Cut-off Date.

14. May a Participant change his method of participation in the Plan after enrollment?

              Yes, by submitting a revised Authorization Form or sending a written request signed by all registered owners to the address specified in Question 5. A change in dividend reinvestment will be effective with the next Dividend Payment Date, if the request for change is received at least two weeks before that Date.

AUTOMATIC MONTHLY INVESTMENT

15. What is Automatic Monthly Investment and how does it work?

              Participants may make Optional Cash Payments by means of an Automatic Monthly Investment of not less that $100 nor more than $2,000 per month by electronic funds transfer from a predesignated U.S. bank account. If a Participant has already established a Plan account and wishes to initiate Automatic Monthly Investments, the Participant must complete and sign an Automatic Monthly Investment form and return it to the Plan Administrator together with a voided blank check (for a checking account) or deposit slip (for a savings account) for the account from which funds are to be withdrawn. Automatic Monthly Investment forms may be obtained from the Plan Administrator. Forms will be processed and will become effective as promptly as practicable.

              Non-Stockholders may also enroll by completing the appropriate section of the Enrollment Form.

              Once Automatic Monthly Investment is initiated, funds will be withdrawn from the Participant's designated account approximately five business days prior to the investment date.

              Participants may change the amount of their Automatic Monthly Investment by completing and submitting to the Plan Administrator a new Automatic Monthly Investment form. To be effective with respect to a particular Investment Date, however, the new Automatic Monthly Investment form must be received by the Plan Administrator by the 25th day of the month preceding such Investment Date. Participants may terminate their Automatic Monthly Investment by notifying the Plan Administrator in writing.

ACQUISITION OF SHARES

16. What will be the Price Per Share of Common Stock purchased under the Plan?

              The Price Per Share will be the weighted average Price Per Share (adjusted for brokerage commissions and, if applicable, certain Related Costs) at which such shares are purchased for Participants on the applicable Investment Date.

COSTS

17. What will be the cost per share of Common Stock purchased under the Plan?

              Participants pay the brokerage commissions on the shares purchased. Because of the volume of shares purchased through the Plan, commissions are generally lower than those which Participants would otherwise pay should they purchase, individually, a like number of shares.

              It is estimated at this time that such brokerage commissions and Related Costs will not exceed five cents per share; however, these costs are subject to change over time .

              There are no expenses in connection with withdrawal from the Plan unless the Participant requests that shares held under the Plan be sold (see Questions 33 & 35).

              At present, all costs of administration of the Plan (other than brokerage commissions) are paid by the Company. However, the Company reserves the right at any time to charge Related Costs. Participants will be notified in advance prior to the effective date should the Company determine to charge such costs.

18. How many shares of Common Stock will be purchased for a Participant?

              After the investment of funds has been completed, each Participant's account will be credited with the number of shares of Common Stock, including fractions, equal to the Total Amount Invested divided by the weighted average Price Per Share.

              A Participant may not request the purchase of a specific number of shares or the Price Per Share at which shares are to be purchased. A Participant may not restrict or control purchases by the Plan Administrator.

              In the case of a Participant who is subject to backup withholding tax on dividends under the Plan, or a foreign Participant whose dividends are subject to United States income tax withholding, the amount of the tax to be withheld will be deducted from the amount of the dividends and only the reduced amount will be reinvested.

DIVIDEND REINVESTMENT

19. How does dividend reinvestment work?

              Unless a Participant has checked the "Optional Cash Payments Only" box on the Authorization or Enrollment Form, the Plan Administrator will invest the dividends paid on the applicable Stock including dividends paid on fractional shares, if any, in additional Common Stock. The Price Per Share is described in Question 16.

20. When will shares of Common Stock be purchased with reinvested dividends?

              Dividends paid in any given month will be reinvested on the Investment Date in the same month. The Plan Administrator, at its sole discretion, determines the exact timing of purchases for allocation to the accounts of Participants in the Plan, as well as the number of shares to be so purchased at any time, depending upon the amount of reinvested dividends, market conditions and the requirements of federal securities laws. The Plan Administrator is required, however, to complete purchases within thirty days after receiving the funds to be used for such purpose. Shares are credited to Participants' accounts as of the Settlement Date. NO INTEREST WILL BE PAID ON DIVIDENDS HELD PENDING INVESTMENT.

21. May a Stockholder reinvest dividends from only a portion of a particular class or series of shares owned and registered in the same name?

              No.   A Stockholder may not participate in the Plan with respect to less than all of the shares of a single class or series of our Stock registered in the Stockholder's name. However, if the Stockholder has shares of our Stock registered in more than one name - for example, some shares registered in the name "John Smith" and others registered in the name "John J. Smith" - then such Stockholder may elect to have the dividends on shares registered in one name reinvested under the Plan but decline to have the dividends on shares registered in the other name reinvested under the Plan. Similarly, the Stockholder may elect to have the dividends on any class or series of our Stock reinvested under the Plan but decline to have the dividends on any other class or series of our Stock so reinvested.

OPTIONAL CASH PAYMENTS

22. How do Optional Cash Payments work?

              The option to make cash payments to purchase additional shares of Common Stock is available to all Participants. If a Participant has checked the "Optional Cash Payments Only" box on the Authorization or Enrollment Form, a Participant will be paid the dividends on Stock registered in his name as well as dividends on the shares credited to his account under the Plan.

              Any number of Optional Cash Payments may be made in each calendar year, but each such payment must be at least $100 per investment and no more than $6,000 per calendar quarter. The same amount need not be sent each quarter or with respect to each Investment Date, and there is no obligation to make any Optional Cash Payment at any time.

              Any Optional Cash Payment received from a Participant in an amount less than $100 at any one time, or any amount in excess of $6,000 per calendar quarter, is returned to the Participant.

              Optional Cash Payments should be made by check or money order payable to EquiServe. The Statement of Holdings sent to all Participants following an investment has a remittance form attached for future Optional Cash Payments. All payments should be mailed to the address shown on that Cash Investment and Other Transaction Form.

23. Can Optional Cash Payments be included with the electric utility payment?

              No.   All Optional Cash Payments submitted with an optional cash remittance form should be mailed to the address outlined on the Cash Investment and Other Transaction Form attached to your Statement of Holdings.

All Optional Cash Payments submitted without an optional cash remittance form and general correspondence, as outlined in Question 5, should be mailed to:

                                            EquiServe
                                            DRP Department
                                            P. O. Box 43010
                                            Providence, RI 02940-3010

Please reference Central Vermont Public Service Corporation on your check or money order.

24. When will Optional Cash Payments be invested?

              Consistent with the Plan Administrator's fiduciary obligations, market conditions and the requirements of federal securities laws, Optional Cash Payments will be invested monthly on the Investment Date. The Price Per Share is described in Question 16.

              All Optional Cash Payments to be invested on a particular Investment Date must be received by the Plan Administrator by the applicable Cut-off Date. Optional Cash Payments received after the applicable Cut-off Date will be held by the Plan Administrator until the next applicable Investment Date. Optional Cash Payments will be refunded if a written request is received by the Plan Administrator on or before the applicable Cut-off Date.

NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS HELD PENDING INVESTMENT.

CERTIFICATES

25. Are certificates issued for shares of Common Stock purchased under the Plan?

              Certificates for shares of Common Stock purchased under the Plan are not issued to Participants but are registered in the name of a nominee for the Plan. This service protects against loss, theft or destruction of stock certificates. The number of shares of Common Stock (including fractional shares to three decimal places) credited to an account under the Plan are shown on a Participant's Statement of Holdings.

              Upon written request by a Participant, certificates for any number of whole shares credited to an account under the Plan will be issued. Certification of shares will not affect reinvestment of dividends (if previously elected) on those shares. Requests for the issuance of certificates should be mailed to the address shown in Question 5. Certificates for fractional shares of Common Stock will not be issued under any circumstances.

26. How will certificates be registered when issued?

              Certificates will be issued in the Participant's name as set forth on our shareholder records or see Question 38 for additional options.

27. May a Participant transfer shares of our Common Stock registered in his name into a Plan account for safekeeping?

              Yes, at the time of enrollment or at any time thereafter, Participants may take advantage of the Plan's cost-free safekeeping services. Certificates will be deposited into the Plan upon receipt by the Plan Administrator. Do not endorse such certificates. A completed Authorization Form must also be received, if not already enrolled in the Plan. The shares of Common Stock will be transferred into the name of the nominee for the Plan, as custodian, and credited to the Participant's account. Thereafter, shares deposited for safekeeping will be treated in the same manner as shares purchased through the Plan. Thus, shares held for safekeeping may be transferred or sold through the Plan in a convenient and efficient manner; see Questions 35 & 38. It is the responsibility of the Participant to retain his records relative to the cost of any shares represented by certificates deposited into safekeeping.

              Participants who wish to deposit their Common Stock certificates with the Plan Administrator should consider sending them by registered mail, first class mail, or certified mail, return receipt requested, to the address listed below, since the Participant bears the risk of replacement costs if the certificates are lost in transit.

              Certificates sent by overnight delivery service should be addressed to:

                                            EquiServe
                                            Attn: DRP Department
                                            150 Royall Street
                                            Canton, MA 02021

              Please attach the Cash Investment and Other Transaction Form found at the bottom of your Statement of Holdings or include a written request instructing the Plan Administrator to deposit the Common Stock certificate into your Plan account under the "Safekeeping" feature.

EMPLOYEES

28. How does an employee participate in the Plan through payroll deductions?

              An eligible employee may join the Plan at any time by completing a Payroll Deduction Authorization Form, referred to herein as the Payroll Form, and returning it to the Payroll Department. If the employee is not currently a Stockholder, an Initial Investment of $100 must be made prior to initiating payroll deductions.

              An employee may authorize payroll deductions totaling between $100 and $6,000 per calendar quarter. Deductions for employees who currently have less than $100 per quarter deducted have been grandfathered. However, the aggregate of an individual employee's Initial Investment, Optional Cash Payments and payroll deductions may not exceed $6,000 per calendar quarter. If the employee makes Optional Cash Payments which, together with payroll deductions, exceed $6,000 per calendar quarter, the Plan Administrator will return to the employee the amount exceeding $6,000.

29. When will employee payroll deductions be invested?

              Payroll deductions will be invested on the Investment Date following the month in which the deductions were made. No interest will be paid on payroll deductions held pending investment.

30. How does an employee change the payroll deduction or method of participation?

              An employee can revise, change or terminate the amount of payroll deduction or method of participation at any time by giving written notice to the Payroll Department. The Payroll Form may be used for these purposes. Commencement, revision or termination of payroll deductions will become effective as soon as practicable after an employee's request is received by the Payroll Department. If the employee has notified the Payroll Department of his withdrawal from the Plan at least two weeks before the Investment Date, the amount withheld since the last investment will be returned by the Payroll Department.

REPORTS TO PARTICIPANTS

31. How will Participants be advised of their purchase of Common Stock?

              As soon as practicable after each Investment Date, the Plan Administrator will send each affected Participant a Statement of Holdings. These statements, containing cumulative information on a calendar year basis, are a Participant's record of the number, price and dates shares were purchased. The last statement received should be retained until the next one is received. However, the last statement of each calendar year should be retained permanently for accounting purposes. Federal tax information will be sent by January 31st of each year. Foreign Participants will also receive tax information indicating the amount of United States income tax withheld.

32. What other communications will Participants receive from us?

              Each Participant will receive a copy of the current Prospectus for the Plan, a copy of all communications mailed to Stockholders, including Quarterly and Annual Reports, the Notice of and Proxy Statement for Annual Meeting of Stockholders, a form of proxy and income tax information for reporting dividends. Beneficial owners who participate through their brokers will receive communications and tax information directly from them.

WITHDRAWAL FROM THE PLAN

33. How does a Participant withdraw from the Plan?

              In order to withdraw from the Plan, a Participant must provide written notification that he wants to withdraw to the address shown in Question 5. A Participant may complete and sign the reverse side of the Cash Investment and Other Transaction Form, which is the bottom portion of his Statement of Holdings, and mail that form to the address in Question 5. If a Participant withdraws from the Plan or if we terminate the Plan, certificates for whole shares of Common Stock credited to the account of the Participant under the Plan will be issued and a check will be remitted to the Participant for any fractional share. A Participant may also withdraw by having his shares sold. See Question 35.

34. When may a Participant withdraw from the Plan?

              Participants may withdraw at any time by notifying the Plan Administrator in writing. To terminate the reinvestment of dividends, the written request to withdraw must be received by the Plan Administrator before the applicable Record Date. If the request to withdraw is received by the Plan Administrator subsequent to the applicable Record Date but before the actual Dividend Payment Date, the dividend paid on such date will be reinvested for the Participant's account. The Participant's next dividend and all subsequent dividends will be paid in cash.

              If a Participant transfers all shares of Common and/or Preferred Stock registered in his name as opposed to the shares credited to his account under the Plan, the Participant will continue in the Plan as before with respect to shares credited to his account under the Plan until the Participant withdraws from the Plan.

SALE OF SHARES

35. How will shares held in the Participant's account be sold?

              A Participant may request to sell all of the shares, or a partial number of shares, of Common Stock credited to his account in the Plan. In order for a Participant to sell some or all of the shares credited to his account, he must provide written notification that he wants to withdraw to the address shown in Question 5. A Participant may complete and sign the reverse side of the Cash Investment and Other Transaction Form, which is the bottom portion of his Statement of Holdings, and mail that form to the address in Question 5.

              The sale will be made as soon as practicable but normally within ten trading days after receipt of the request. The Participant will receive the proceeds of the sale less any related brokerage commissions and any applicable taxes. The Plan Administrator may commingle each Participant's shares with those of other Participants for the purpose of executing sales resulting in a net sale of shares.

              There will ordinarily be a delay in processing sell requests received during the 14-16 trading day period beginning on or about the 8th day of February, May, August and November.

FEDERAL TAX TREATMENT OF PARTICIPATION IN THE PLAN

36. What are the Federal income tax consequences of participation in the Plan?

              Participants in the Plan, in general, have the same Federal Income Tax obligations with respect to their reinvested dividends as do shareholders who are not Participants in the Plan. Therefore, such dividends which a Participant reinvests under the Plan are taxable even though the Participant does not actually receive a dividend check, but, instead, uses them to purchase additional shares under the Plan. Participants purchasing shares under the Plan with Initial Investments, Optional Cash Payments or Automatic Monthly Investments realize no taxable income at the time of investment.

              Employees who participate in the Plan through payroll deductions will realize ordinary income in the amount of the payroll deductions, just as they would have if such compensation had been paid to them directly in cash, and such amounts are subject to regular payroll taxes. The Plan is not a tax-qualified or tax-deferred employee benefit plan.

              The tax basis of shares purchased under the Plan is equal to the purchase price (including brokerage commissions and Related Costs, where applicable).

              A Participant's holding period for shares purchased pursuant to the Plan will begin on the day following the applicable Investment Date.

              A Participant will not realize any taxable income solely as a result of receiving a certificate for some or all of the whole shares already credited to his account under the Plan, nor upon withdrawal from or termination of the Plan.

              A Participant will recognize a gain or a loss when shares are sold, whether such sale is pursuant to his request upon his withdrawal from the Plan or takes place after withdrawal from or termination of the Plan. A Participant will also recognize a gain or a loss when he receives a cash payment for a fraction of a share. In either event, the amount of the gain or loss is the difference between the amount which the Participant receives for the shares or fraction of a share and the tax basis thereof.

              In the case of a shareholder who is subject to backup withholding tax on dividends under the Plan, or a foreign shareholder whose dividends are subject to United States income tax withholding, the amount of the tax to be withheld will be deducted from the amount of the dividends and only the reduced amount will be reinvested.

              All Participants are urged to consult their own tax advisors to determine the particular tax consequences--federal, state, and local--which may result from their participation in the Plan and the subsequent disposal by them of shares purchased through the Plan.

OTHER INFORMATION

37. What happens when a Participant sells or transfers all certificated shares of our Common Stock registered in his name?

              If a Participant sells or transfers all shares for which he holds a certificate but maintains the shares credited to his account under the Plan, dividends will continue to be reinvested on the shares credited to his account (unless the account is an "Optional Cash Payments Only" account) and Optional Cash Payments will be accepted for that account, until the Participant withdraws from the Plan and as long as there is at least one full share in the Participant's account. Otherwise, a check will be issued to the Participant for the fractional share and the account will be closed.

38. What about transfers of shares within the Plan?

              If a Participant wishes to transfer the ownership of all or part of his shares held under the Plan to a Plan account for another person, whether by gift, private sale or otherwise, the Participant may effect such transfer at no cost to the Participant by mailing a properly executed stock power to the Plan Administrator. Requests for transfer are subject to the same requirements as for the transfer of Common Stock certificates, including the requirement of a Medallion Signature guarantee on the stock power, as well as receipt of a Form W-9, and an Authorization Form. The required documents are available upon request from the Plan Administrator at the address in Question 5.

              Shares so transferred will continue to be held by the Plan Administrator under the Plan. An account will be opened in the name of the transferee, if he is not already a Participant. If the transferee is not already a registered shareholder or a Plan Participant, the donor may make a reinvestment election for the transferee at the time of the gift. If no election is made at the time of the gift, the new account will be coded for full dividend reinvestment and dividends will be reinvested. The transferee may change the reinvestment election after the gift has been made. The transferee will receive a statement showing the number of shares transferred to and held in the transferee's Plan account.

              A Participant may also withdraw shares and have the stock certificate issued in the name of another person by submitting a properly executed stock power, including the above mentioned signature guarantee.

39. What happens if the Company issues a stock dividend or declares a stock split?

              Any shares we distribute as a result of a stock split or a stock dividend on shares of Common Stock will be credited to the Participant's Account.

40. How will a Participant's stock be voted at meetings of stockholders?

              Each Participant will be furnished a proxy card and will be entitled to vote all shares credited to his account under the Plan in addition to certificate shares held by the Participant directly.

41. What are our responsibilities under the Plan?

              We and the Plan Administrator in administering the Plan are not liable for any act done in good faith or for any good faith omission to act including, without limitation, any claim of liability arising out of failure to terminate a Participant's account upon such Participant's death before receipt of notice in writing of such death or with respect to the Price Per Share of any shares purchased under the Plan, or any fluctuation in the market value after any purchase or sale of Common Stock.

PARTICIPANTS SHOULD RECOGNIZE THAT WE CANNOT ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE COMMON STOCK PURCHASED UNDER THE PLAN, NOR CAN WE CONTROL PURCHASES BY THE PLAN ADMINISTRATOR.

WE CANNOT GUARANTEE THAT DIVIDENDS ON SHARES OF ITS COMMON STOCK MIGHT NOT BE REDUCED OR ELIMINATED.

42. May the Plan be changed or discontinued?

              We reserve the right to amend, suspend, modify or terminate the Plan at any time. Notice of any such amendment, suspension, modification or termination will be sent to all Participants.

USE OF PROCEEDS

We do not receive any proceeds from the purchase of shares under the Plan as all such shares are purchased on the open market.

AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available at the SEC's web site at http://www.sec.gov. Reports, proxy statements and other information we file can be inspected and copied at the Public Reference Room of the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the Commission located at 7 World Trade Center, 13^th Floor, Suite 1300, New York, NY 10048 and Suite 1400, Citicorp Center, 14^th Floor, 500 West Madison Street, Chicago, Illinois 66061. Information concerning the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Certain of our securities are listed on the New York Stock Exchange, where reports, proxy statements and other information concerning our company can also be inspected.

You should rely only on the information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with additional or different information. You should not assume that the information in this prospectus or any document incorporated by reference is accurate as of any date other than the date of those documents. You may also obtain from the SEC a copy of the registration statement and exhibits that we filed with the SEC when we registered the Common Stock. The registration statement may contain additional information that may be important to you.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are hereby incorporated by reference in this Prospectus:

1. Our Annual Report on Form 10-K for the year ended December 31, 2000.
2. Our Reports on Form 8-K dated February 9, 2001 and February 14, 2001.
3. The description of our Common Stock contained in the Company's registration statement on Form 8-A pursuant to Section 12(b), as amended.

All documents filed with the Commission pursuant to Sections 13, 14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents.

You may read or copy these documents through our web site at http://www.cvps.com. You may request a copy of these filings at no cost, by writing or calling us at the following address:

Central Vermont Public Service Corporation
77 Grove Street
Rutland, VT 05701
(802)747-5429
Attn: Joseph M. Kraus

LEGAL MATTERS

The legality of the Common Stock covered by this prospectus has been passed upon for Central Vermont Public Service Corporation by Joseph M. Kraus, our Senior Vice President, Secretary and General Counsel and by Milbank, Tweed, Hadley & McCloy LLP.

EXPERTS

The consolidated financial statements and schedules of Central Vermont Public Service Corporation and subsidiaries, included and incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 2000, and incorporated by reference herein, have been examined by Arthur Andersen LLP, independent public accountants, for the periods indicated in their report thereon. Such consolidated financial statements and schedules have been incorporated herein by reference in reliance upon the reports of Arthur Andersen LLP and upon the authority of Arthur Andersen LLP as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

SEC Filing Fee *		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .					$   1,900
Printing *	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .						$   7,500
Legal Fees and Expenses *					. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		$ 15,000
Accounting Fees *				. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			$   2,500
Blue Sky Fees and Expenses *						. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$   8,500
Miscellaneous *			. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .				$   3,000
Total				. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			$ 38,000

* Estimated

Item 15.   Indemnification of Directors, Officers and Employees:

              Sections 8.50 through 8.56 of the Vermont Business Corporation Act, inter alia, generally empower a Vermont corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Similar indemnity is authorized for such person against expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of any such threatened, pending or completed action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the shareholders or disinterested directors or by independent legal counsel in a written opinion that indemnification is proper because the indemnitee has met the applicable standard of conduct.

              Section 8.57 of the Vermont Business Corporation Act further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person, and incurred by such person in any such capacity, or arising out of that person's status as such, whether or not the corporation would otherwise have the power to indemnify that person under Section 8.50 through 8.56.

              The Registrant's By-Laws provide that, to the extent legally permissible, the Registrant may indemnify any of its directors, officers and employees who, as a result of such position, was or is a party or is threatened to be made a party to any contemplated, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal against expenses, actually or reasonably incurred by him or her in connection with such action, suit or proceeding.

Item 16.   Exhibits

Exhibit Number	Description of Exhibits
5.1	Opinion of Joseph M. Kraus, Esq.
5.2	Opinion of Milbank, Tweed, Hadley & McCloy LLP
23.1	Consent of Arthur Andersen, LLP
23.2	Consent of Joseph M. Kraus, Esq. (included in Exhibit 5.1)
23.3	Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit 5.2).
99.1	Letter to Participants

Item 17.   Undertakings

The undersigned registrant hereby undertakes as follows:

(a)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)   to include any prospectus required by section l0(a)(3) of the Securities Act of 1933;

(ii)   to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)   to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the registrant does not undertake to file a post-effective amendment to paragraphs (i) and (ii) above if the information required to be included in such post-effective amendment is contained in periodic reports filed by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement;

(b)   that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(c)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(d)   that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company, whether pursuant to provisions in the Company's By-laws relating thereto or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for such indemnification against such liabilities (other than the payment by the Company of expenses paid or incurred by a director, officer or controlling person of the Company in the successful defense of an action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Rutland, State of Vermont, on March 21, 2001.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

By /s/  Francis J. Boyle                           
Francis J. Boyle
Senior Vice President, Chief Financial Officer,
and Treasurer

POWER OF ATTORNEY

              Each person whose signature appears below hereby authorizes and appoints Robert H. Young and Francis J. Boyle or any one of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to sign and file on his or her behalf individually and in such capacity stated below any and amendments and post-effective amendments to the Registration Statement on Form S-3 filed after the date hereof under the Securities Act of 1933, as amended, as fully as such person could do in person, hereby verifying and confirming all that said attorney-in-fact, or any one of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

              IN WITNESS WHEREOF, each of the undersigned has hereunto set their hand as of the 29th day of January, 2001.

/s/ Robert H. Young ______________ Robert H. Young President and Chief Executive Officer and Director	/s/ Frederic H. Bertrand___________ Frederic H. Bertrand Chairman of the Board of Directors
/s/ Francis J. Boyle _______________ Francis J. Boyle Senior Vice President, Chief Financial Officer and Treasurer	/s/ Robert L. Barnett______________ Robert L. Barnett, Director
/s/ John J. Holtman_______________ John J. Holtman Vice President and Controller	/s/ Rhonda L. Brooks_____________ Rhonda L. Brooks, Director
	/s/ Robert G. Clarke _____________ Robert G. Clarke, Director
	/s/ Timothy S. Cobb______________ Timothy S. Cobb, Director
	/s/ Luther F. Hackett_____________ Luther F. Hackett, Director
	/s/ Patrick J. Martin______________ Patrick J. Martin, Director
	/s/ Mary Alice McKenzie _________ Mary Alice McKenzie, Director
	/s/ Janice L. Scites______________ Janice L. Scites, Director

EX-5

EXHIBIT 5.1

Central Vermont Public Service Corporation
77 Grove Street
Rutland, Vermont 05701

March 21, 2001

Central Vermont Public Service Corporation
77 Grove Street
Rutland, Vermont 05701

Re: Registration Statement on Form S-3 of
Central Vermont Public Service Corporation
(the "Company")

Ladies and Gentlemen:

            I am General Counsel to the Company, a corporation organized and existing under the laws of the State of Vermont, and in that capacity, I have been requested to provide this opinion with respect to Common Stock of the Company, $6.00 par value per share (the "Common Stock"), issuable in connection with its registration statement on Form S-3 ("Registration Statement") dated the date hereof with respect to the registration under the Securities Act of 1933, as amended, of 500,000 shares of Common Stock of the Company to be issued under the Central Vermont Public Service Corporation Dividend Reinvestment and Common Stock Purchase Plan (the "Plan").

            I have examined originals or copies, certified or otherwise identified to my satisfaction, of such public corporate records, certificates, instruments and other documents and have considered such questions of law as I have deemed relevant and necessary as a basis for the opinion hereinafter expressed.

            Based upon the foregoing, I am of the opinion that the 500,000 shares of Common Stock to which the above-mentioned Registration Statement relates, will, when the Registration Statement becomes effective, when the Company has received the consideration to be received for the shares of Common Stock to be issued pursuant to the Plan and when the shares of Common Stock to be issued pursuant to the Plan have been issued by the Company as provided under the Plan, be legally issued, fully paid and non-assessable shares.

            This opinion is limited to the laws of the State of Vermont.

            This opinion is addressed to you solely in connection with the matters referred to herein and is not to be relied upon by any other person, except the New York Stock Exchange and Securities and Exchange Commission, or for any other purpose.

            I hereby consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of my name wherever appearing in the Registration Statement and any amendment thereto, and the Prospectus relating thereto.

Very truly yours,

/s/ Joseph M. Kraus

EX-5

EXHIBIT 5.2

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005

March 21, 2001

Central Vermont Public Service Corporation
77 Grove Street
Rutland, Vermont 05701

Re: Registration Statement on Form S-3 of
Central Vermont Public Service Corporation
(the "Company")

Ladies and Gentlemen:

            We have acted as special counsel for the Company, and in that capacity, we have been requested to provide this opinion with respect to Common Stock of the Company, $6.00 par value per share (the "Common Stock"), issuable in connection with its registration statement on Form S-3 ("Registration Statement") dated the date hereof with respect to the registration under the Securities Act of 1933, as amended, of 500,000 shares of Common Stock of the Company to be issued under the Central Vermont Public Service Corporation Dividend Reinvestment and Common Stock Purchase Plan (the "Plan").

            We have examined originals or copies, certified or otherwise identified to our satisfaction, of such public corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.

            Based upon the foregoing, we are of the opinion that the 500,000 shares of Common Stock to which the above-mentioned Registration Statement relates, will, when the Registration Statement becomes effective, when the Company has received the consideration to be received for the shares of Common Stock to be issued pursuant to the Plan and when the shares of Common Stock to be issued pursuant to the Plan have been issued by the Company as provided under the Plan, be legally issued, fully paid and non-assessable shares.

            This opinion is limited to the laws of the State of New York and the Federal laws of the United States. With respect to all matters in this opinion that are governed by the laws of the State of Vermont, we have relied without independent investigation solely on the opinion of Joseph M. Kraus, Esq., Senior Vice President, Corporate Secretary and General Counsel of the Company, filed as Exhibit 5(b) to the Registration Statement and dated the date hereof. To the extent we have relied upon the opinion of Mr. Kraus, our opinion is subject to the same qualifications, limitations, assumptions and reliances as stated therein.

            This opinion is addressed to you solely in connection with the matters referred to herein and is not to be relied upon by any other person, except the New York Stock Exchange and Securities and Exchange Commission, or for any other purpose.

            We hereby consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendment thereto, and the Prospectus relating thereto.

Very truly yours,

/s/ MILBANK, TWEED, HADLEY & McCLOY LLP
Milbank, Tweed, Hadley & McCloy LLP

RBW/MDD

EX-23

EXHIBIT 23.1

Consent of Independent Pubic Accountants

      As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 5, 2001 (except with respect to the matter discussed in Note 13, as to which the date is February 9, 2001), included in Central Vermont Public Service Corporation's Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in this registration statement.

Boston, Massachusetts
March 21, 2001

EX-99

EXHIBIT 99.1

Central Vermont Public Service Corporation
77 Grove Street
Rutland, VT 05701

April 2001

Dear Plan Participants:

We enclose our revised prospectus describing our Dividend Reinvestment and Common Stock Purchase Plan ("Plan") filed with the Securities and Exchange Commission ("Commission") which includes minor changes to comply with the Commission's "Plain English" rules. Please carefully review this prospectus which also includes the addresses to use for correspondence regarding address changes, participation in the Plan and optional cash payments. The use of proper addresses is extremely important to ensure prompt service.

No action is required on your part as a result of this filing.

Telephone inquiries should be made directly to EquiServe at (800) 736-3001 or 781-575-3100, Monday through Friday from 9 am to 6 pm eastern time.

As always, should you have other questions about our Company, you may still contact Shareholder Services at (800) 354-2877.

Sincerely,

Joseph M. Kraus
Senior Vice President,
General Counsel and Secretary

Enclosure