Adopted November 9, 1939	File No. 69-65
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-3A-2 STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 To be filed Annually Prior to March 1 CENTRAL VERMONT PUBLIC SERVICE CORPORATION (Name of Company)

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, and submits the following information:

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.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

     Central Vermont Public Service Corporation ("CVPS" or the "Company"), incorporated under the laws of the State of Vermont, has its principal executive office in Rutland, Vermont.

     The principal business of CVPS is the generation and purchase of electric energy and its transmission, distribution and sale for light, power, heat and other purposes to about 150,000 customers in Middlebury, Randolph, Rutland, Springfield, Windsor, Bradford, Bennington, Brattleboro, St. Johnsbury, St. Albans, Woodstock, Poultney, Manchester, and 163 other towns and villages in Vermont. CVPS also sells electric energy at wholesale in New Hampshire to Woodsville Fire District Water and Light Dept.; and New Hampshire Electric Cooperative Inc.; and, in Vermont to Rochester Electric Light and Power. It also buys and sells surplus or required power at market clearing prices in the default market through the New England Power Pool/Independent System Operator ("ISO-New England"), or with other third parties primarily in New England.

CONNECTICUT VALLEY ELECTRIC COMPANY INC.

     Connecticut Valley Electric Company Inc. ("CVEC"), a wholly owned subsidiary of CVPS, incorporated under the laws of the State of New Hampshire, has its principal office in Rutland, Vermont.

     On December 31, 1949, CVEC acquired the business and properties of CVPS located in New Hampshire and used in carrying on the intrastate business of CVPS in that State. (See Form U-1 in File No. 70-2075)

     On January 1, 2004, CVEC sold its electric distribution facilities and franchise to Public Service Company of New Hampshire ("PSNH") (not an affiliate of CVPS). CVEC no longer conducts business as an electric utility in New Hampshire.

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     For financial reporting purposes, CVEC's financial data is included with CVPS on the Consolidated Financial Statements.

VERMONT ELECTRIC POWER COMPANY, INC.

     Vermont Electric Power Company, Inc. ("VELCO"), a subsidiary of which CVPS owns 48.5% of its outstanding Class B voting Common Stock, $100 Par Value, 31.45% of its outstanding Class C non-voting Common Stock and 48.03% of its outstanding Preferred Stock, $100 Par Value, incorporated under the laws of the State of Vermont, has its principal office in the Town of Rutland, Vermont.

     VELCO operates pursuant to the terms of the 1985 Four-Party Agreement (as amended) with the Company and two other major distribution companies in Vermont. The Four-Party Agreement effectively restricts the Company's control of VELCO. The Four-Party Agreement continued in full force and effect until midnight June 30, 1985, and was extended thereafter as follows until June 30, 1986, with an automatic renewal from year to year unless, at least ninety (90) days prior to any succeeding anniversary, any party were to notify the other parties in writing that it desired to terminate the agreement as of such anniversary. By Amendment to the 1985 Four-Party Agreement dated February 1, 1987, the Agreement continued until May 1, 1987 and thereafter for additional two-year terms, unless at least ninety (90) days prior to any two-year anniversary, any party were to notify the other parties in writing that it desires to terminate the Agreement as of such anniversary. No such notificatio n has been filed by the parties.

     VELCO provides transmission services for the State of Vermont acting by and through the Vermont Department of Public Service and 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 State of Vermont and the electric distribution utilities.

     VELCO has an agreement with CVPS for purchase of a portion of power CVPS acquires from VY, which power VELCO resells at cost to a small electric distribution utility in the State of Vermont.

     VELCO is also a participant with all of the major electric utilities in New England in the New England Power Pool, acting for itself and as agent for twenty-two other electric utilities in Vermont, including CVPS, whereby the generating and transmission facilities of all of the participants are coordinated on a New England-wide basis through a central dispatching agency to assure their operation and maintenance in accordance with proper standards of reliability, and to attain the maximum practicable economy for all of the participants through the interchange of economy and emergency power.

     Beginning on May 1, 2004, the Company began to settle its power accounts with ISO-New England on a standalone (direct) basis. Up until this time, the entire State of Vermont was settled at the ISO-New England, and VELCO then performed the settlement within Vermont. With changes in power markets and NEPOOL/ISO rules and procedures, many of the benefits of a single Vermont settlement have disappeared, and direct settlement now provides advantages to us in terms of flexibility, cost savings, and efficiency.

VERMONT ELECTRIC TRANSMISSION COMPANY, INC.

     Vermont Electric Transmission Company, Inc. ("VETCO"), a wholly owned subsidiary of VELCO, incorporated under the laws of the State of Vermont, has its principal office in the Town of Rutland, Vermont.

     VETCO was formed to construct, finance and operate the Vermont portion of the high voltage DC transmission line which ties the New England transmission system to the Hydro-Quebec transmission system.

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VERMONT YANKEE NUCLEAR POWER CORPORATION

     Vermont Yankee Nuclear Power Corporation ("VY"), an affiliate of CVPS, is incorporated under the laws of the State of Vermont and has its principal office in Brattleboro, Vermont. CVPS' wholly owned passive investment holding company subsidiary, Custom Investment Corporation, owns 58.85% of VY's outstanding Common Stock, $100 Par Value.

     VY was formed by a group of New England utilities for the purpose of constructing and operating a nuclear-powered generating plant in Vernon, Vermont. At that time, there were ten utilities that agreed to "sponsor" VY, which Sponsors committed to purchase a specified percentage of the Company's equity securities. Those Sponsors each entered into a Power Contract, dated February 1, 1968 and a Sponsor Agreement, dated August 1, 1968. Following mergers and consolidations of investor-owned utilities in New England, there are currently eight Sponsors of VY. The electricity generated by the Vernon plant was sold to VY's sponsoring stockholders prior to the July 2002 sale of the plant to Entergy Nuclear Vermont Yankee, LLC ("Entergy"). As part of the sale, VY purchases the output of the plant through 2012; VY will continue to administer the purchase power contract between VY and Entergy, and the Power Contract among VY and the Sponsors.

     The Power Contracts, as amended following the sale of the plant to Entergy, commit each Sponsor to purchase its "Entitlement Percentage" of the power purchased from Entergy and to pay its percentage of all of VY's costs. The Sponsor Agreement can only be amended by unanimous consent of the Sponsors and also requires unanimous consent of the Sponsors to amend the Power Contract, to expand the business of VY, and to authorize participation by VY in any business other than electric power. The Sponsor Agreement remains in effect as of the date hereof.

     On November 7, 2003, VY consummated the repurchase of all of the VY Common Stock held by five non-Vermont Sponsors. One non-Vermont Sponsor did not elect to have its VY Common Stock repurchased and remains a stockholder of VY as of the date hereof. Although the Company owns 58.85% of VY's outstanding Common Stock through its subsidiary Custom Investment Corporation, the Power Contracts, Sponsor Agreement and composition of the VY Board of Directors effectively restrict the Company's control of VY. Therefore, VY's financial statements have not been consolidated.

C. V. REALTY, INC.

     C. V. Realty, Inc., incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     C. V. Realty, Inc., a wholly owned subsidiary of CVPS, was formed for the purpose of owning, acquiring, buying, selling, and leasing real and personal property and interests therein. It is not the purpose of this subsidiary to own or operate facilities used for the generation, transmission or distribution of electric energy as an electric utility company.

     For financial reporting purposes, C. V. Realty, Inc.'s financial data is included with CVPS on the Consolidating Financial Statements.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION -
EAST BARNET HYDROELECTRIC, INC.

     Central Vermont Public Service Corporation - East Barnet Hydroelectric, Inc. ("East Barnet"), a wholly owned subsidiary of CVPS, incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

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     East Barnet was formed for the purpose of acquiring and constructing a hydroelectric project having a capacity of 2200 KW in East Barnet, Vermont and leasing said project to CVPS.

     For financial reporting purposes, East Barnet's financial data is included with CVPS on the Consolidating Financial Statements.

CUSTOM INVESTMENT CORPORATION

     Custom Investment Corporation ("CIC"), incorporated under the laws of the State of Vermont as a passive investment holding company, has its principal office in Rutland, Vermont.

     CIC, a wholly owned subsidiary of CVPS, was formed for the purpose of holding passive investments including the stock of CVPS' subsidiaries that invest in regulated business opportunities. Custom owns 58.85% of VY's outstanding Common Stock.

     For financial reporting purposes, CIC's financial data is included with CVPS on the Consolidated Financial Statements.

CATAMOUNT RESOURCES CORPORATION

     Catamount Resources Corporation ("CRC"), incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     CRC, a wholly owned subsidiary of CVPS, was formed for the purpose of holding CVPS' subsidiaries that invest in unregulated business opportunities.

     For financial reporting purposes, CRC's financial data is included with CVPS on the Consolidated Financial Statements.

EVERSANT CORPORATION

     Eversant Corporation ("Eversant"), incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     Eversant, a wholly owned subsidiary of CRC, was formed for the purpose of engaging in the sale or rental of energy efficient products and other related goods and services. Eversant has two wholly owned subsidiaries: SmartEnergy Water Heating Services, Inc. and AgEnergy, Inc. The Home Service Store, Inc. ("HSS") is an affiliate of Eversant, of which Eversant has a 12 % ownership interest. Eversant accounts for this investment on the cost basis.

     For financial reporting purposes, Eversant's financial data is included with CRC on the Consolidating Financial Statements.

SMARTENERGY WATER HEATING SERVICES, INC.

     SmartEnergy Water Heating Services, Inc. ("SEWHS"), incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     SEWHS, a wholly owned subsidiary of Eversant, was formed for the purposes of operating a rental water heater business.

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     For financial reporting purposes, SEWHS' financial data is included with Eversant on the Consolidating Financial Statements.

AGENERGY, INC.

     AgEnergy, Inc. ("AgEnergy"), incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     AgEnergy, a wholly owned subsidiary of Eversant, was formed for the purpose of developing and distributing energy efficiency products with dairy industry applications.

     For financial reporting purposes, AgEnergy's financial data is included with Eversant on the Consolidating Financial Statements.

THE HOME SERVICE STORE, INC.

     The Home Service Store, Inc. ("HSS"), is incorporated under the laws of the State of Delaware and has its principal office in Alpharetta, Georgia.

     HSS, an affiliate of Eversant, which has a 12 % ownership interest, was formed for the purpose of marketing and engaging in national home maintenance and repair.

CATAMOUNT ENERGY CORPORATION

     Catamount Energy Corporation ("CEC"), incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     CEC, a wholly owned subsidiary of CRC, was formed primarily for the purpose of investing in energy supply projects. CEC has nineteen wholly owned subsidiaries: Catamount Rumford Corporation, Equinox Vermont Corporation, Appomattox Vermont Corporation, CEC Vermont Wind Corporation, Catamount Operations, Inc., Catamount Sweetwater Corporation, Catamount Sweetwater 1 LLC, Catamount Sweetwater 2 LLC, Catamount Sweetwater 3 LLC, Laurel Hill Wind Energy, LLC, Catamount Thetford Corporation, Catamount Heartlands Corporation, Catamount Energy (Gibraltar) Limited, Catamount Development GmbH, CEC UK1 Holding Corporation, CEC UK2 Holding Corporation, Catamount Energy SC 1, Catamount Energy SC 2, and Catamount Energy SC 3.

     For financial reporting purposes, CEC's financial data is included with CRC on the Consolidating Financial Statements.

CATAMOUNT RUMFORD CORPORATION

     Catamount Rumford Corporation, formerly CV Rumford, Inc., incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     Catamount Rumford Corporation, a wholly owned subsidiary of CEC, is a 15.0537% limited partner in the Rumford Cogeneration Company, a limited partnership that owns an 85 MW cogeneration facility located in Rumford, Maine.

     For financial reporting purposes, Catamount Rumford Corporation's financial data is included with CEC on the Consolidating Financial Statements.

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RUMFORD COGENERATION COMPANY, L.P.

     Rumford Cogeneration Company, L.P., formed under the laws of the State of Maine, has its principal office in Rumford, Maine.

EQUINOX VERMONT CORPORATION

     Equinox Vermont Corporation, incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     Equinox Vermont Corporation, a wholly owned subsidiary of CEC, is a 33.1126% general partner in Ryegate Associates, a general partnership that owns a 20 MW wood-fired generating facility in East Ryegate, Vermont.

     For financial reporting purposes, Equinox Vermont Corporation's financial data is included with CEC on the Consolidating Financial Statements.

RYEGATE ASSOCIATES

     Ryegate Associates is a general partnership formed under the laws of the State of Utah and has its principal office in Houston, Texas.

APPOMATTOX VERMONT CORPORATION

     Appomattox Vermont Corporation, incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     Appomattox Vermont Corporation, a wholly owned subsidiary of CEC, is a 24.75% limited partner in Appomattox Cogeneration Limited Partnership, a limited partnership that owns a leasehold interest in a 41 MW coal and wood-fired cogeneration facility located in Hopewell, Virginia.

     For financial reporting purposes, Appomattox Vermont Corporation's financial data is included with CEC on the Consolidating Financial Statements.

APPOMATTOX COGENERATION, INC.

     Appomattox Cogeneration, Inc., a subsidiary of CEC which owns 50% of its outstanding Common Stock, $1 Par Value, is incorporated under the laws of the State of Delaware and has its principal office in Houston, Texas.

     Appomattox Cogeneration, Inc. owns a 1% general partnership interest in Appomattox Cogeneration Limited Partnership, a limited partnership that owns a leasehold interest in a 41 MW coal and wood-fired cogeneration facility located in Hopewell, Virginia.

APPOMATTOX COGENERATION L.P.

     Appomattox Cogeneration L.P., formed under the laws of the State of Delaware, has its principal office in Houston, Texas.

CATAMOUNT GLENNS FERRY CORPORATION

     Catamount Glenns Ferry Corporation, incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

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     Catamount Glenns Ferry Corporation, a wholly owned subsidiary of CEC, is a 49.5% limited partner in Glenns Ferry Cogeneration Partners, Ltd., which developed and owns a 10 MW gas-fired cogeneration facility in Glenns Ferry, Idaho.

     On June 30, 2004, Catamount Glenns Ferry Corporation assigned its 49.5% limited interest in Glenns Ferry Cogeneration Partners, Ltd. to CEC. Effective July 7, 2004, Catamount Glenns Ferry Corporation was dissolved. On July 1, 2004, CEC sold its 49.5% limited interest in Glenns Ferry Cogeneration Partners, Ltd. to a third party.

     For financial reporting purposes, Catamount Glenns Ferry Corporation's financial data is included with CEC on the Consolidating Financial Statements.

GLENNS FERRY MANAGEMENT, INC.

     Glenns Ferry Management, Inc., a subsidiary of CEC which owns 50% of its outstanding Common Stock, no Par Value, is incorporated under the laws of the State of Delaware and has its principal office in Rutland, Vermont.

     Glenns Ferry Management, Inc. owns a 1% general partnership interest in Glenns Ferry Cogeneration Partners, Limited, which developed and owns a 10 MW gas-fired cogeneration facility in Glenns Ferry, Idaho.

     On July 1, 2004 CEC sold its 50% Common Stock interest in Glenns Ferry Management, Inc. to a third party.

CATAMOUNT RUPERT CORPORATION

     Catamount Rupert Corporation, incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     Catamount Rupert Corporation, a wholly owned subsidiary of CEC, was formed for the purpose of owning a 49.5% limited partnership interest in Rupert Cogeneration Partners, Ltd., which developed and owns a 10 MW gas-fired cogeneration facility in Rupert, Idaho.

     On June 30, 2004, Catamount Rupert Corporation assigned its 49.5% limited interest in Rupert Cogeneration Partners, Ltd. to CEC. Effective July 7, 2004, Catamount Rupert Corporation was dissolved. On July 1, 2004, CEC sold its 49.5% limited interest in Rupert Cogeneration Partners, Ltd. to a third party.

     For financial reporting purposes, Catamount Rupert Corporation's financial data is included with CEC on the Consolidating Financial Statements.

RUPERT MANAGEMENT, INC.

     Rupert Management, Inc., a subsidiary of CEC which owns 50% of its outstanding Common Stock, no Par Value, is incorporated under the laws of the State of Delaware and has its principal office in Rutland, Vermont.

     Rupert Management, Inc. owns a 1% general partnership interest in Rupert Cogeneration Partners, Limited, which developed and owns a 10 MW gas-fired cogeneration facility in Rupert, Idaho.

     On July 1, 2004 CEC sold its 50% Common Stock interest in Rupert Management, Inc. to a third party.

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CEC VERMONT WIND CORPORATION

     CEC Vermont Wind Corporation, incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     CEC Vermont Wind Corporation only holds a note receivable with Equinox Wind Partners, LLC.

     For financial reporting purposes, CEC Vermont Wind Corporation's financial data is included with CEC on the Consolidating Financial Statements.

CATAMOUNT OPERATIONS, INC.

     Catamount Operations, Inc., a wholly owned subsidiary of CEC which owns 100% of its outstanding Common Stock, no Par Value, is incorporated under the laws of the State of Vermont and has its principal office in Rutland, Vermont.

     Catamount Operations, Inc. was formed for the purpose of providing operations and maintenance services to independent power facilities.

     For financial reporting purposes, Catamount Operations, Inc.'s financial data is included with CEC on the Consolidated Financial Statements.

CATAMOUNT SWEETWATER CORPORATION

     Catamount Sweetwater Corporation, a subsidiary of CEC which owns 100% of its outstanding Common Stock, no Par Value, is incorporated under the laws of the State of Vermont and has its principal office in Rutland, Vermont.

     Catamount Sweetwater Corporation was formed for the purpose of developing an independent wind power project in Texas.

     For financial reporting purposes, Catamount Sweetwater Corporation's financial data is included with CEC on the Consolidated Financial Statements.

CATAMOUNT SWEETWATER 1 LLC

     Catamount Sweetwater 1 LLC, incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     Catamount Sweetwater 1 LLC, a wholly owned subsidiary of CEC, was formed for the purpose of owning a 30.5% interest in Sweetwater Wind 1 LLC, which has developed and owns a 37.5 MW wind power project in Nolan County, Texas.

     For financial reporting purposes, Catamount Sweetwater 1 LLC's financial data is included with CEC on the Consolidating Financial Statements.

SWEETWATER WIND 1 LLC

     Sweetwater Wind 1 LLC, formed under the laws of the State of Delaware, has its principal office in Houston, Texas.

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CATAMOUNT SWEETWATER 2 LLC

     Catamount Sweetwater 2 LLC, incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     Catamount Sweetwater 2 LLC, a wholly owned subsidiary of CEC, was formed for the purpose of owning an interest in Sweetwater Wind 2 LLC, which is constructing a 91.5 MW wind power project in Nolan County, Texas.

     For financial reporting purposes, Catamount Sweetwater 2 LLC's financial data is included with CEC on the Consolidating Financial Statements.

SWEETWATER WIND 2 LLC

     Sweetwater Wind 2 LLC, formed under the laws of the State of Delaware, has its principal office in Houston, Texas.

CATAMOUNT SWEETWATER 3 LLC

     Catamount Sweetwater 3 LLC, incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

     Catamount Sweetwater 3 LLC, a wholly owned subsidiary of CEC, was formed for the purpose of owning a 1% interest in Sweetwater Wind 3 LLC, Sweetwater Wind 4 LLC, Sweetwater Wind 5 LLC, and Sweetwater Wind 6 LLC. The LLC was formed to hold an equity interest in a future wind power project in Nolan County, Texas.

     For financial reporting purposes, Catamount Sweetwater 3 LLC's financial data is included with CEC on the Consolidating Financial Statements.

SWEETWATER WIND 3 LLC, SWEETWATER WIND 4 LLC,
SWEETWATER WIND 5 LLC, and SWEETWATER WIND 6 LLC

     Sweetwater Wind 3 LLC, Sweetwater Wind 4 LLC, Sweetwater Wind 5 LLC and Sweetwater Wind 6 LLC were formed under the laws of the State of Delaware, and have their principal offices in San Francisco, California.

LAUREL HILL WIND ENERGY, LLC

     Laurel Hill Wind Energy, LLC, formed under the laws of the State of Pennsylvania, has its principal office in Rutland, Vermont.

     Laurel Hill Wind Energy, LLC was formed for the purpose of filing a development wind project permit in the State of Pennsylvania.

CATAMOUNT THETFORD CORPORATION

     Catamount Thetford Corporation, incorporated under the laws of the State of Vermont, has its principal office in Rutland, Vermont.

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     Catamount Thetford Corporation, a wholly owned subsidiary of CEC, owns 44.7% of the Common Stock of Fibrothetford Ltd., a private company limited by shares which owns and operates a 38.5 MW poultry litter fired power station in Thetford, England.

     On October 18, 2004, Catamount Thetford Corporation sold its 44.7% Common Stock interest in Fibrothetford Ltd. to a third party.

     For financial reporting purposes, Catamount Thetford Corporation's financial data is included with CEC on the Consolidating Financial Statements.

CATAMOUNT HEARTLANDS CORPORATION

     Catamount Heartlands Corporation ("CHC"), incorporated under the laws of the State of Delaware, has its principal office in Wilmington, Delaware.

     CHC, a wholly owned subsidiary of CEC, was formed primarily for investing in energy supply projects. CHC has two wholly owned subsidiaries: Catamount Energy (Gibraltar) Limited and Catamount Development GmbH.

     CHC owns 100% of the Common Stock of Catamount Energy (Gibraltar) Limited which owns 33 1/3% of CIC Luxembourg, SàRL, a limited liability company formed for the purpose of investing in wind energy projects in Germany. CIC Luxembourg SàRL is a 100% shareholder of CIC Verwaltungs GmbH, general partner of DK Burgerwindpark Eckolstädt ("Eckolstädt ") GmbH & Co. KG and DK Windpark Kavelstorf ("Kavelstorf") GmbH & Co. KG. CIC Luxembourg is also the limited partner of Eckolstadt and Kavelstorf.

     CHC owns 100% of the Common Stock of Catamount Development GmbH, a German limited liability company, formed for the purpose of developing in wind energy projects in Germany.

     Catamount Development GmbH owns 100% of the Common Stock of Catamount Verwaltungs GmbH, a German general liability company, formed for the purpose of investing in wind energy projects in Germany.

     Catamount Development GmbH owns 100% of the Common Stock of Catamount Wind DE3 GmbH & Co. KG, a German limited commercial partnership, formed for the purpose of investing in a German wind project. Catamount Verwaltungs GmbH is the general partner of Catamount Wind DE3 GmbH & Co. KG.

     Effective September 20, 2004, Catamount Verwaltungs GmbH was merged with Catamount Development GmbH. Effective September 20, 2004, Catamount Wind DE3 GmbH & Co. KG was collapsed into Catamount Development GmbH.

     For financial reporting purposes, CHC's financial data is included with CEC on the Consolidating Financial Statements.

CEC UK1 HOLDING CORPORATION AND CEC UK2 HOLDING CORPORATION

     CEC UK1 Holding Corporation and CEC UK2 Holding Corporation, incorporated under the laws of the State of Vermont, have their principal offices in Rutland, Vermont.

     CEC UK1 Holding Corporation and CEC UK2 Holding Corporation, wholly owned subsidiaries of CEC, were formed ultimately for developing independent wind power projects in the United Kingdom.

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     CEC UK1 Holding Corporation, a wholly owned subsidiary of CEC, is the 1% general partner for Catamount Energy SC 1, Catamount Energy SC 2, and Catamount Energy SC 3.

     CEC UK2 Holding Corporation, a wholly owned subsidiary of CEC, is the 99% limited partner for Catamount Energy SC 1; Catamount Energy SC 1 is the 99% limited partner for Catamount Energy SC 2; Catamount Energy SC 2 is the 99% limited partner for Catamount Energy SC 3; and, Catamount Energy SC 3 has a 50% interest in Catamount Energy Limited and Catamount Cymru Cyf.

     Catamount Energy SC 1, Catamount Energy SC 2, and Catamount Energy SC 3 are Scottish limited companies.

     Catamount Energy Limited was formed in England and Wales as a limited company for the purpose of developing independent wind power projects in the United Kingdom.

     Catamount Cymru Cyf was formed in England and Wales as a limited company for the purpose of developing an independent wind power project in Wales.

     Effective January 21, 2004, both Catamount Energy Limited and Catamount Cymru Cyf issued stock to a third party thereby diluting Catamount Energy SC 3's interest to 50%.

     For financial reporting purposes, CEC UK1 Holding Corporation, CEC UK2 Holding Corporation, Catamount Energy SC 1, Catamount Energy SC 2, and Catamount Energy SC 3's financial data is included with CEC on the Consolidating Financial Statements.

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.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

     CVPS' electric properties consist of five principal distribution systems, namely, the so-called Central, Bennington, St. Albans, St. Johnsbury and Brattleboro systems. All, except the Brattleboro system, are connected with the transmission facilities of VELCO (a subsidiary of CVPS) and all except the St. Albans system are interconnected at the Vermont State line with the facilities of New England Power Company (not an affiliate of CVPS); also the Brattleboro System is directly connected at the Vermont State line with the facilities of the Public Service Company of New Hampshire (not an affiliate of CVPS). The electric generating plants of the Company consist of 20 hydroelectric generating stations, two gas turbine generating stations, and one diesel-electric generating station, of which one hydroelectric generating station is located in New York and the remainder in Vermont.

     The electric systems of CVPS include about 617 miles of overhead transmission lines, about 7,888 miles of overhead distribution lines and about 360 miles of underground distribution lines, which are located in Vermont except for about 23 miles of transmission lines which are located in New Hampshire and about two miles which are located in New York.

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     CVPS is a stockholder, together with other New England utilities, in three nuclear generating companies including Maine Yankee Atomic Power Company ("MY") in Maine (2% - 16.9 MW); Connecticut Yankee Atomic Power Company ("CY") in Connecticut (2% - 11.6 MW); and Yankee Atomic Electric Company ("YA") in Massachusetts (3.5% - 6.153 MW). MY, CY and YA permanently ceased power operations of their nuclear power plants.

     CVPS is a participant with other New England utilities in three major electric generating stations pursuant to joint ownership agreements under each of which the Lead Participant has constructed and is operating the plant for the Participants (including itself) as tenants-in-common. The plants, locations, and the amount of CVPS's participation follows:

     Wyman #4 in Maine (1.7769% - 11 MW); Millstone #3 in Connecticut (1.7303% - 20 MW); Joseph C. McNeil Generating Station in Vermont (20% - 10.76 MW).

     The Company, along with eight other Vermont Joint-Owners, owns and operates a 200 MW converter station and associated transmission line in Highgate, Vermont. The station and the associated transmission line interconnects the VELCO system with the system of Hydro-Quebec. The Company is a 47.35% owner of this project.

VERMONT ELECTRIC POWER COMPANY, INC.


     VELCO has no generating facilities but has approximately 573 miles of transmission lines and twenty- nine 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, Claremont, New Hampshire, and at the Massachusetts-Vermont State line near North Adams, Massachusetts; with the lines of Public Service Company of New Hampshire at or near the New Hampshire-Vermont State line at Littleton, New Hampshire, Ascutney, Vermont and Vernon, Vermont; and with the lines of Hydro-Quebec at the Quebec/Vermont border near Highgate, Vermont through an AC/DC/AC converte r and 7.6 miles of transmission lines jointly owned by several Vermont utilities. All of its transmission facilities are in Vermont except for approximately 4.3 miles of transmission lines which are located in New Hampshire.

VERMONT ELECTRIC TRANSMISSION COMPANY, INC.

     VETCO has approximately 52 miles of high voltage DC transmission line connecting at the Quebec-Vermont border in the Town of Norton, Vermont with the transmission line of Hydro-Quebec and connecting at the Vermont-New Hampshire border near New England Power Company's Moore Hydroelectric Generating Station with the transmission line of New England Electric Transmission Corporation, a subsidiary of National Grid USA (not an affiliate of CVPS).

CENTRAL VERMONT PUBLIC SERVICE CORPORATION -
EAST BARNET HYDROELECTRIC, INC.

     East Barnet Hydroelectric, Inc. consists of a 2200 KW hydroelectric generating station and associated facilities located in East Barnet, Vermont. The facility became operational September 1, 1984 and has been leased and operated by the Company since the in-service date.

3. The following information for the last calendar year with respect to claimant and each of its subsidiary public utility companies:

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a. Number of KWH of electric energy sold (at retail or wholesale), and Mcf of natural or manufactured gas distributed at retail.

		Electric (KWH)
CVPS		2,794,591,900	(1)
VELCO		10,721,437
(1)	Includes retail sales to Vermont Electric Power Company, Inc.

b.	Number of KWH of electric energy and Mcf of natural or manufactured gas distributed at retail outside the State in which each company is organized.
	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.

		Electric (KWH) (1)
CVPS		554,314,552
VELCO		None
(1)	Deliveries made at the step-up substation at the site.

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.

	Electric (KWH)
CVPS	1,192,982
VELCO	None

4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an exempt wholesale generator ("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.

     Glenns Ferry Cogeneration Partners, Ltd. ("Glenns Ferry") located in Glenns Ferry, Idaho; its registered office is 71 Allen Street, Suite 101, Rutland, Vermont. The facility is a 10-MW gas-fired cogeneration facility placed in operation on December 2, 1996. CEC sold its interest in Glenns Ferry on July 1, 2004.

     Rupert Cogeneration Partners, Ltd. ("Rupert Cogen") located in Rupert, Idaho; its registered office is 71 Allen Street, Suite 101, Rutland, Vermont. The facility is a 10-MW gas-fired cogeneration facility placed in operation on November 21, 1996. CEC sold its interest in Rupert Cogen on July 1, 2004.

- 13 -

     Sweetwater Wind 1 LLC, located in Nolan County, Texas; its registered office is 1209 Orange Street, Wilmington, Delaware. The facility is comprised of 25 wind turbines with an installed capacity of 37.5 MW.

     Fibrothetford Limited ("Fibrothetford") located in Thetford in Norfolk, England; its registered office is 38 Clarendon Road, London, England W11 3AD. The facility is a poultry-litter-fired power station designed to produce 38.5 MW. Catamount Thetford Corporation sold its interest in Fibrothetford on October 18, 2004.

      DK Burgerwindpark Eckolstädt GmbH 7 Co. KG, located in Thuringen, Germany; its registered office is Hauptstrasse 96, 99510 Eckolstädt, Germany. The facility is comprised of 11 wind turbines with an installed capacity of 14.3 MW.

      DK Windpark Kavelstorf GmbH & Co. KG, located in Mecklenburg-Vorpommern, Germany; its registered office is Schauenburger Strasse 24, 25421 Pinneberg, Germany. The facility is comprised of six wind turbines with an installed capacity of 7.2 MW.

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

     The Company is the holding company system; CRC is a wholly owned subsidiary of the Company; CEC is a wholly owned subsidiary of CRC; Catamount Glenns Ferry Corporation ("CGFC") is a wholly owned subsidiary of CEC. CEC owns 50% of Glenns Ferry Management Inc., the 1% general partner of Glenns Ferry. CGFC owns a 49.5% limited partner interest of Glenns Ferry. CEC sold its interest in Glenns Ferry Management Inc. and Glenns Ferry on July 1, 2004.

     The Company is the holding company system; CRC is a wholly owned subsidiary of the Company; CEC is a wholly owned subsidiary of CRC; Catamount Rupert Corporation ("Rupert") is a wholly owned subsidiary of CEC. CEC owns 50% of Rupert Management Inc., the 1% general partner of Rupert Cogen. Rupert owns a 49.5% limited partner interest of Rupert Cogen. CEC sold its interest in Rupert Management Inc. and Rupert Cogen on July 1, 2004.

     The Company is the holding company system, CRC is a wholly owned subsidiary of the Company; CEC is a wholly owned subsidiary of CRC, Catamount Sweetwater 1 LLC is a wholly owned subsidiary of CEC. Catamount Sweetwater 1 LLC has a 30.5% interest in Sweetwater Wind 1 LLC.

     The Company is the holding company system; CRC is a wholly owned subsidiary of the Company. CEC is a wholly owned subsidiary of CRC; Catamount Thetford Corporation ("CTC") is a wholly owned subsidiary of CEC. CTC is a 44.7% shareholder of Fibrothetford. Catamount Thetford Corporation sold its interest in Fibrothetford on October 18, 2004.

      The Company is the holding company system; CRC is a wholly owned subsidiary of the Company; CEC is a wholly owned subsidiary of CRC; CHC is a wholly owned subsidiary of CEC. Catamount Heartlands (Gibraltar) Limited is a wholly owned subsidiary of CHC, Catamount Heartlands (Gibraltar) Limited is a 33.333% shareholder of CIC Luxembourg SàRL, and Rock Energy Limited and Chessman SàRL each own 33.333%. CIC Luxembourg SàRL is a 100% shareholder of CIC Verwaltungs GmbH, general partner of DK Burgerwindpark Eckolstädt ("Eckolstädt") GmbH & Co. KG and DK Windpark Kavelstorf ("Kavelstorf") GmbH & Co. KG.

- 14 -

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.

CEC sold its interest in Glenns Ferry and Rupert on July 1, 2004 and Catamount Thetford Corporation sold its interest in Fibrothetford on October 18, 2004.
	Indirect Capital Invested (1)	Guarantee of Security	Debt or Financial Obligation
CATAMOUNT RESOURCES CORPORATION	None	None	None
CATAMOUNT ENERGY CORPORATION	None	None	None
CATAMOUNT GLENNS FERRY CORPORATION	None	None	None
CATAMOUNT RUPERT CORPORATION	None	None	None
CATAMOUNT SWEETWATER 1 LLC	$5,781,967	None	None
CATAMOUNT THETFORD CORPORATION	None	None	None
CATAMOUNT ENERGY (GIBRALTAR) LIMITED	$720,366	None	None

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

CEC sold its interest in Glenns Ferry and Rupert on July 1, 2004 and Catamount Thetford Corporation sold its interest in Fibrothetford on October 18, 2004.
		Capitalization (1)	Earnings (1)
GLENNS FERRY COGENERATION PARTNERS, LTD.		$    9,626,834	$   (725,713)
RUPERT COGENERATION PARTNERS LTD.		$    9,289,293	$   (564,684)
SWEETWATER WIND 1 LLC		$  45,702,251	$   (836,157)
FIBROTHETFORD LTD.		$101,815,450	$(3,803,292)
DK BURGERWINDPARK ECKOLSTÄDT GMBH & CO. KG		$    1,611,629	$   (214,160)
DK WINDPARK KAVELSTORF GMBH & CO. KG		$    1,074,623	$   (156,575)
(1)	Capitalization is as of the month end immediately proceeding the month of sale and earnings are through the same period.

- 15 -

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).

    Administrative management services provided by CGFC to Glenns Ferry Cogeneration, fees and reimbursed expenses - $51,282. CEC sold its interest in Glenns Ferry on July 1, 2004.

    Administrative management services provided Rupert to Rupert Cogen, fees and reimbursed expenses - $51,282. CEC sold its interest in Rupert Cogen on July 1, 2004.

    Administrative management services provided by Catamount Energy Corporation to CIC Luxembourg SàRL, fees and reimbursed expenses - $124,533.

    Administrative services provided by Catamount Energy Corporation or Catamount Thetford Corporation to DK Burgerwindpark Eckolstädt GmbH & Co. KG, fees and reimbursed expenses - $78,392.

    Administrative services provided by Catamount Energy Corporation or Catamount Thetford Corporation to DK Windpark Kavelstorf GmbH & Co. KG, fees and reimbursed expenses - $39,630.

- 16 -

EXHIBITS

    Exhibit A consists of 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. See attachments for consolidating financial statements of CVPS and its subsidiaries for the year 2004.

    Exhibit B is the Organizational chart showing the relationship of each EWG to associate companies in the holding-company system.

    The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 25^th day of February, 2005.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION (Name of Claimant)
	By:     /s/ Jean H. Gibson                                         Jean H. Gibson, Senior Vice President, Chief Financial Officer, and Treasurer            (Principal Financial Officer)
		CORPORATE SEAL
Attest:

/s/ Mary C. Marzec                           
Assistant Corporate Secretary

Name, title, and address of officer to whom notices and correspondence concerning this statement should be addressed:

Mary C. Marzec                                                      Assistant Corporate Secretary                        
(Name)                                                                    (Title)

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

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					1 of 6
Exhibit A CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Statement of Income and Retained Earnings Year Ended December 31, 2004 (Dollars in thousands)
	CVPS-CONS	VELCO 47.02% Owned	VETCO (Note C)	Consol- idating Entries		TOTAL CONS
Operating Revenues	$302,224	$25,351	$4,786	$(6,573)		$325,788
Operating Expenses:  Operation:    Purchased Power    Production and transmission    Other Operation  Maintenance  Depreciation  Other taxes, principally property taxes  Taxes on income (Note B)	165,651  25,389  51,726  16,850  16,045  13,616               2,036	1,823  5,790  3,692  3,019  3,728               291	45  353  466  2,654  800              177	(6,549) (24)		165,651  20,708  57,845  21,008  21,718  18,144          2,504
Total operating expenses	291,313	18,343	4,495	(6,573)		307,578
Operating Income	10,911	7,008	291			18,210
Other income and deductions:  Equity in earnings of companies not consolidated  Allow. for equity funds during construction  Other income  Other deductions  Benefit (provision) for income taxes	1,225  149  37,612  (9,255)          (7,028)	318  31	199	(924)		619  149  37,842  (9,255)       (7,028)
Total operating and other income Net interest expense	33,614             9,859	7,357           5,674	490             171	(924)		40,537       15,704
Net income (loss) before extraordinary items Extraordinary item, net of tax	23,755	1,683	319	(924)		24,833
Net income (loss) before minority interest Minority interest in net income	23,755	1,683	319	(924)        (1,078)		24,833      (1,078)
Net income after minority interest	23,755	1,683	319	(2,002)		23,755
Retained earnings, January 1	88,282	591	87	(678)		88,282
	112,037	2,274	406	(2,680)		112,037
Adjustment to Retained Earnings	(15)					(15)
Cash dividends declared:  Preferred Stock  Common Stock	368           11,142	275           1,362	275	(275)         (1,637)		368       11,142
Total Dividends	11,510	1,637	275	(1,912)		11,510
Retained earnings, December 31	$100,512	$637	$131	$(768)		$100,512

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						2 of 6
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Statement of Income and Retained Earnings Year Ended December 31, 2004 (Dollars in thousands)
	CVPS SEMI-CONS	CVEC (Note A)	CV REALTY (Note A)	CRC-CONS (Note A)	Reclassi- fying & Consol- idating Entries		CVPS-CONS
Operating Revenues	$323,429	$24	$12	$3,430	$(24,671)		$302,224
Operating Expenses:  Operation    Purchased Power    Production and transmission    Other Operation  Maintenance  Depreciation  Other taxes  Taxes on income (Note B)	165,651  25,389  51,535  16,830  16,045  13,610       9,544	21,138  191  20  6          (7,448)	3                    5	8,506  14  238  172       (1,592)	(21,138) (8,506) (14) (241) (172)       1,527		165,651  25,389  51,726  16,850  16,045  13,616            2,036
Total operating expenses	298,604	13,907	8	7,338	(28,544)		291,313
Operating Income (loss)	24,825	(13,883)	4	(3,908)	3,873		10,911
Other income and deductions:  Equity in earnings of companies not consolidated  Allow. For equity funds during construction  Other income  Other deductions  Benefit (provision) for income taxes	5,622  149  4,572  (811)          (918)	21,894  (5)         (7,638)	3	4,220  4,643  (653)	(8,617) 6,500  (7,786)     1,528		1,225  149  37,612  (9,255)        (7,028)
Total operating and other income (loss) Net interest expense	33,439          9,684	368                  1	7	4,302         280	(4,502)      (106)		33,614           9,859
Net income (loss) before extraordinary item Extraordinary item, net of tax Net income (loss)	23,755                    23,755	367                     367	7                      7	4,022                 4,022	(4,396)                (4,396)		23,755                    23,755
Retained earnings, January 1	88,282	2,304	254	591	(3,149)		88,282
	112,037	2,671	261	4,613	(7,545)		112,037
Adjustment to Retained Earnings	(15)						(15)
Cash dividends declared:  Preferred Stock  Common Stock	368      11,142	2,550			(2,550)		368       11,142
Total Dividends	11,510	2,550			(2,550)		11,510
Retained earnings, December 31	$100,512	$121	$261	$4,613	$(4,995)		$100,512

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					3 of 6
Exhibit A CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Statement of Income and Retained Earnings Year Ended December 31, 2004 (Dollars in thousands)
	CVPS	CVPS-East Barnet Hydroelectric, Inc.	Custom Investment Corp.	Reclassi-fying & Consol- idating Entries		CVPS SEMI-CONS
Operating Revenues	$323,453	$177	$0	$(201)		$323,429
Operating Expenses:  Operation:    Purchased Power    Production and transmission    Other Operation  Maintenance  Depreciation   Other taxes  Taxes on income (Note B)	165,651  25,566  51,435  16,830  15,945  13,610           9,596	24  100 - -                    (52)	100              314	(177)  (24)           (314)		165,651  25,389  51,535  16,830  16,045  13,610            9,544
Total operating expenses	298,633	72	414	(515)		298,604
Operating Income (loss)	24,820	105	(414)	314		24,825
Other income and deductions:  Equity in Earnings of companies not consolidated  Allow. for equity funds during construction  Other income  Other deductions  Benefit (provision) for income taxes	6,184  149  3,489  (716)             (610)	1                      6	316  1,109  (95)	(878) (27)         (314)		5,622  149  4,572  (811)            (918)
Total operating and other income (loss) Net interest expense	33,316            9,561	112                  150	916	(905)           (27)		33,439           9,684
Net income (loss) before extraordinary item Extraordinary item, net of tax Net income (loss)	23,755                       23,755	(38)                         (38)	916                     916	(878)                  (878)		23,755                      23,755
Retained Earnings, January 1	88,282	(706)	1,075	(369)		88,282
	112,037	(744)	1,991	(1,247)		112,037
Adjustment to Retained Earnings	(15)					(15)
Cash dividends declared:  Preferred Stock  Common Stock	368          11,142					368        11,142
Total Dividends	11,510					11,510
Retained Earnings, December 31	$100,512	$(744)	$1,991	$(1,247)		$100,512

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					4 of 6
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Statement of Income and Retained Earnings Year Ended December 31, 2004 (Dollars in thousands)
	CRC	Catamount Energy Corporation - Consolidated	Eversant Corporation - Consolidated	Reclassi- fying & Consol- idating Entries		CRC -CONS
Operating Revenues		$1,597	$1,833			$3,430
Operating Expenses:  Operation    Purchased Power    Production and transmission    Other Operation  Maintenance  Depreciation  Other taxes  Taxes on income	$1	7,617  10  69  155  (1,927)	889  4  169  17      334			8,506  14  238  172   (1,592)
Total operating expenses	1	5,924	1,413			7,338
Operating Income (loss)	(1)	(4,327)	420			(3,908)
Other income and deductions:  Equity in Earnings of companies not consolidated  Allow For equity funds during construction  Other income Other deductions  Other taxes  Benefit (provision) for income taxes	4,021  104	4,220  4,592  (599)	49  (54)	$(4,021)  (102)		4,220  4,643  (653)
Total operating and other income (loss) Net interest expense	4,124      102	3,886      280	415	(4,123)    (102)		4,302      280
Net income (loss) before extraordinary item Extraordinary item, net of tax Net income (loss)	4,022              4,022	3,606              3,606	415              415	(4,021)             (4,021)		4,022              4,022
Retained Earnings, January 1	591	3,243	(9,853)	6,610		591
	4,613	6,849	(9,438)	2,589		4,613
Adjustment to Retained Earnings
Cash dividends declared:  Preferred Stock  Common Stock
Total Dividends
Retained Earnings, December 31	$4,613	$6,849	$(9,438)	$2,589		$4,613

- 21 -

							5 of 6
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidating Statement of Income and Retained Earnings Year Ended December 31, 2004 (Dollars in thousands)
	Catamount Energy Corp.	Catamount Heartlands Corp.	CEC UK1 Holding Corp.	CEC UK2 Holding Corp.	Catamount Ops., Inc.	Consol- idating Entries	Catamount Energy Corp. Cons.
Operating Revenues	$1,591	$6					$1,597
Operating Expenses:  Operation:    Purchased Power    Production and transmission    Other Operation  Maintenance  Depreciation  Other taxes, principally    property taxes  Taxes on income (Note B)	7,055  10  68  155   (1,817)	350      (53)	$6       (2)	$206  1      (55)			7,617  10  69  155  (1,927)
Total operating expenses	5,471	297	4	152			5,924
Operating income (loss)	(3,880)	(291)	(4)	(152)			(4,327)
Other income and deductions:  Equity in earnings of companies not consolidated  Allow. for equity funds during    construction  Other income  Other deductions  Benefit (provision) for income     taxes	4,879  4,483  (396)	(88) 95  (203)	(17)	(554) 14			4,220  4,592  (599)
Total operating and other income Net interest expense	5,086         273	(487)	(21)	(692)           7			3,886        280
Net income	4,813	(487)	(21)	(699)			3,606
Retained Earnings, January 1	9,098	(5,066)	(24)	(766)	$1		3,243
	13,911	(5,553)	(45)	(1,465)	1		6,849
Adjustment to Retained    Earnings
Cash dividends declared:  Preferred Stock  Common Stock
Total Dividends
Retained Earnings, December 31	$13,911	$(5,553)	$(45)	$(1,465)	$1		$6,849

- 22 -

					6 of 6
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Statement of Income and Retained Earnings Year Ended December 31, 2004 (Dollars in thousands)
	Eversant Corporation	AgEnergy, Inc.	SmartEnergy Water Heating Services	Reclassi- fying & Consol- idating Entries		Eversant Corporation Consolidated
Operating Revenues			$1,833			$1,833
Operating Expenses:  Operation:    Purchased Power    Production and transmission    Other Operation  Maintenance  Depreciation   Other taxes  Taxes on income (Note B)	$(10)        18		899  4  169  17       316			889  4  169  17       334
Total operating expenses	8		1,405			1,413
Operating Income (loss)	(8)		428			420
Other income and deductions:  Equity in earnings of companies not   consolidated  Allow. for equity funds during constr.  Other income Other deductions  Other taxes  Benefit (provision) for income taxes	422  1		48  (54)	$(422)		49  (54)
Total operating and other income (loss) Net interest expense	415		422	(422)		415
Net income (loss) before extraordinary item Extraordinary item, net of tax Net income (loss)	415               415		422                 422	(422)             (422)		415               415
Retained Earnings, January 1	(9,853)	$(344)	(1,119)	1,463		(9,853)
	(9,438)	(344)	(697)	1,041		(9,438)
Adjustment to Retained Earnings
Cash dividends declared:  Preferred Stock  Common Stock
Total Dividends
Retained Earnings, December 31	$(9,438)	$(344)	$(697)	$1,041		$(9,438)

- 23 -

					1 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	CVPS-CONS	VELCO 47.02% Owned	VETCO (Note C)	Consol- idating Entries		TOTAL CONS
Assets
Utility plant, at original cost  Less accumulated depreciation	$502,551   213,719	$185,887     66,236	$48,503   44,850			$736,941   324,805
	288,832	119,651	3,653			412,136
Construction work in progress	9,657					9,657
	298,489	119,651	3,653			421,793
Nuclear fuel  Less accumulated amortization	10,233       9,262					10,233       9,262
Net utility plant	299,460	119,651	3,653			422,764
Investments in affiliates, at equity (Note D)   Nuclear generating companies   Other affiliated companies	4,458     11,612	631		(12,243)		4,458
Subtotal	16,070	631		(12,243)		4,458
Nonutility investments	25,670					25,670
Nonutility property, less accumulated  depreciation of $4,877 consolidated Millstone Decommissioning Trust Fund Available for sale securities Other	2,936 4,721 21,918     6,145					2,936 4,721 21,918     6,145
Total investments and other assets	77,460	631		(12,243)		65,848
Current assets:  Cash & Cash Equivalents  Available for sale securities  Restricted cash  Note receivable  Accounts receivable, less allowance   for uncollectible accts $2,370 consolidated  Accounts receivable - affiliates  Unbilled revenue  Materials and supplies, at average cost  Prepayments  Other current assets	16,547 14,437 2,000 29,182 21,436 305 17,693 3,435 6,326        2,213	678 9,902 4,834 3,699 409         2,496	216 3 2 24 12        111	(5,093)		17,441 14,437 2,000 29,182 31,341 48 17,693 7,158 6,747      4,820
Total current assets	113,574	22,018	368	(5,093)		130,867
Regulatory assets & other deferred charges	56,269	3,332	1,284			60,885
Total Assets	$546,763	$145,632	$5,305	$(17,336)		$680,364

- 24 -

					2 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	CVPS-CONS	VELCO 47.02% Owned	VETCO (Note C)	Consol- idating Entries		TOTAL CONS
Capitalization and Liabilities
Capitalization: Common stock (Note E) Other paid-in capital Capital stock expense Accumulated other comprehensive income Deferred compensation plans Treasury stock, at cost (Note E) Retained earnings	$73,153  53,558  (1,719) (130) 89   100,512	$23,486         637	$1 499      131	$(23,487) (499)        (768)		$73,153  53,558  (1,719) (130) 89   100,512
Total common stock equity	225,463	24,123	631	(24,754)		225,463
Cumulative preferred and preference stock (Note F) Return of Capital	14,054	9,748     (9,221)		(9,748)       9,221		14,054
Total preferred stock	14,054	527		(527)		14,054
First Mortgage bonds Second Mortgage bonds Notes payable Capital lease obligations	110,500  16,250         7,094	58,521  1,285	280			169,021  17,815      7,094
Total long-term debt	133,844	59,806	280			193,930
Minority interest				13,038		13,038
Total capitalization	373,361	84,456	911	(12,243)		446,485
Current liabilities:  Notes payable - banks  Notes payable - associated  Current portion of long-term debt  Current portion of preferred stock  Accounts payable  Accounts payable - affiliates  Accrued interest  Accrued income taxes  Other current liabilities	2,000  6,478  10,764  323  573     25,767	16,394  16,103  16,941  266  1,310      1,336	1,900  840  104  69  5  24	(5,093)		18,294  16,943  2,000  23,523  6,006  1,638  597     27,103
Total current liabilities	45,905	52,350	2,942	(5,093)		96,104
Accumulated deferred income taxes Deferred investment tax credits Nuclear decommissioning costs Regulatory liabilities & other deferred credits	32,379  4,478  17,183      73,457	3,756       5,070	764  265        423			36,899  4,743  17,183      78,950
	127,497	8,826	1,452			137,775
Total Capitalization and Liabilities	$546,763	$145,632	$5,305	$(17,336)		$680,364
- 25 -

											3 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	CVPS - SEMI- CONS		CVEC (Note A)		CV REALTY (Note A)		CRC - CONS (Note A)		Consol- idating Entries			CVPS-CONS
Assets
Utility plant, at original cost  Less accumulated depreciation	$502,551   213,719											$502,551   213,719
	288,832											288,832
Construction work in progress	9,657											9,657
	298,489											298,489
Nuclear fuel  Less accumulated amortization	10,233       9,262											10,233       9,262
Net utility plant	299,460											299,460
Investments in affiliates,  at equity (Note D)   Nuclear generating companies   Other affiliated companies	4,458    58,533								$(46,921)			4,458     11,612
Subtotal	62,991								(46,921)			16,070
Nonutility investments							$25,670					25,670
Nonutility property, less accumulated  depreciation of $755 parent company  $4,877 consolidated Millstone Decommissioning Trust Fund Available for sale securities Other	1,224 4,721 21,918     6,145				$67		1,645					2,936 4,721 21,918      6,145
Total investments and other assets	96,999				67		27,315		(46,921)			77,460
Current assets:  Cash & Cash Equivalents  Available for sale securities  Restricted Cash  Notes receivable  Accounts receivable, less allowance for   uncollectible accounts $1,608 parent   company and $2,370 consolidated  Accounts receivable - affiliates  Unbilled revenue  Materials and supplies, at average cost  Prepayments  Other current assets	10,847 14,437 2,000 20,813 11,525 17,693 3,435 6,297       1,920		120 3		221 7 1		5,359 29,182 620 1,928 28         293		(13,155)			16,547 14,437 2,000 29,182 21,436 305 17,693 3,435 6,326     2,213
Total current assets	88,967		123		229		37,410		(13,155)			113,574
Regulatory assets & other deferred charges	56,085		1		62		121					56,269
Total Assets	$541,511		$       124		$358		$64,846		$(60,076)			$546,763
- 26 -
4 of 12 CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
		CVPS - SEMI- CONS		CVEC (Note A)		CV REALTY (Note A)		CRC - CONS (Note A)		Consol- idating Entries			CVPS-CONS
Capitalization and Liabilities
Capitalization: Common stock (Note E) Other paid-in capital Capital stock expense Accumulated other comprehensive income Deferred compensation plans Treasury stock, (Note E) Retained earnings		$73,153  53,558    (1,719) (130) 89   100,512		$121		$31   261		$41,433  462    4,613		$(31)  (41,433) (462)  (4,995)			$73,153    53,558    (1,719) (130) 89   100,512
Total common stock equity		225,463		121		292		46,508		(46,921)			225,463
Cumulative preferred and preference stock (Note F)		14,054											14,054
First Mortgage bonds Second Mortgage bonds Notes payable Capital lease obligations		110,500  16,250      7,094											110,500  16,250         7,094
Total long-term debt		133,844											133,844
Total capitalization		373,361		121		292		46,508		(46,921)			373,361
Current liabilities:  Notes payable - banks  Current portion of long-term debt & preferred stock  Accounts payable  Accounts payable - affiliates  Accrued interest  Accrued income taxes  Other current liabilities		2,000  6,440  12,699  323  268    24,289		1		30    42		38  11,189  305      1,436		(13,155)			2,000  6,478  10,764  323  573     25,767
Total current liabilities		46,019		1		72		12,968		(13,155)			45,905
Accumulated deferred income taxes Deferred investment tax credits Nuclear decommissioning costs Regulatory liabilities & other deferred credits		27,909  4,478  17,183     72,561		2		(6)		4,476         894					32,379  4,478  17,183       73,457
		122,131		2		(6)		5,370					127,497
Total Capitalization and Liabilities		$541,511		$124		$358		$64,846		$(60,076)			$546,763

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				5 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	CVPS	CVPS-East Barnet Hydroelectric, Inc.	Custom Investment Corp		Reclassi-fying & Consol- idating Entries	CVPS SEMI-CONS
Assets
Utility plant, at original cost  Less accumulated depreciation	$496,329    211,304	$6,222    2,415				$502,551   213,719
	285,025	3,807				288,832
Construction work in progress	9,657					9,657
	294,682	3,807				298,489
Nuclear fuel  Less accumulated amortization	10,233       9,262					10,233        9,262
Net utility plant	295,653	3,807				299,460
Investments in affiliates, at equity (Note D)   Nuclear generating companies   Other affiliated companies	1,636      111,713		$2,822		$(53,180)	4,458     58,533
Subtotal	113,349		2,822		(53,180)	62,991
Nonutility investments
Nonutility property, less accumulated  depreciation of $755 parent company  and $755 semi-consolidated Millstone Decommissioning Trust Fund Available for sale securities Other	1,224  4,721      6,145		21,918			1,224  4,721  21,918      6,145
Total investments and other assets	125,439		24,740		(53,180)	96,999
Current assets:  Cash & Cash Equivalents  Available for sale securities  Restricted Cash  Notes receivable  Accounts receivable, less allowance   for uncollectible accts. $1,608 parent company and $1,608 semi-consolidated  Accounts receivable - affiliates  Unbilled revenue  Materials and supplies, at average cost  Prepayments  Other current assets	6,627  2,000    20,813  12,214  17,693  3,435  6,297       1,640	99       3,364	4,121  14,437  10,028          280		(14,081)	10,847  14,437  2,000  20,813  11,525  17,693  3,435  6,297        1,920
Total current assets	70,719	3,463	28,866		(14,081)	88,967
Regulatory assets and other deferred charges	55,932	153				56,085
Total Assets	$547,743	$7,423	$53,606		$(67,261)	$541,511
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					6 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	CVPS	CVPS-East Barnet Hydroelectric, Inc.	Custom Investment Corp	Consol- idating Entries		CVPS SEMI-CONS
Capitalization and Liabilities
Capitalization: Common stock Other paid-in capital Capital stock expense Accumulated other comprehensive income Deferred compensation plans Treasury stock, at cost Retained Earnings	$73,153  53,558  (1,719) (130) 89   100,512	$1  100     (744)	$52,427  (178) (418)    1,991	$(1) (52,527) 178  418     (1,247)		$73,153   53,558  (1,719) (130) 89     100,512
Total common stock equity	225,463	(643)	53,822	(53,179)		225,463
Cumulative preferred and preference stock	14,054					14,054
First Mortgage bonds Second Mortgage bonds Notes payable Capital lease obligations	110,500  10,450        7,094	5,800				110,500  16,250         7,094
Total long-term debt	128,044	5,800				133,844
Total capitalization	367,561	5,157	53,822	(53,179)		373,361
Current liabilities:  Notes payable - banks  Current portion of preferred stock  Accounts payable  Accounts payable - affiliates  Accrued interest  Accrued income taxes  Other current liabilities	2,000  6,440  26,091  323  268     24,273	458  126         16	106	(13,956) (126)		2,000  6,440  12,699  323  268     24,289
Total current liabilities	59,395	600	106	(14,082)		46,019
Accumulated deferred income taxes Deferred investment tax credits Nuclear decommissioning costs Regulatory liabilities & other deferred credits	26,881  4,162  17,183      72,561	1,350  316	(322)			27,909  4,478  17,183      72,561
	120,787	1,666	(322)			122,131
Total Capitalization and Liabilities	$547,743	$7,423	$53,606	$(67,261)		$541,511

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					7 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	CRC	Catamount Energy Corporation Consolidated	Eversant Corporation - Consolidated	Reclassi- fying & Consol- idating Entries		CRC - CONS
Assets
Utility plant, at original cost  Less accumulated depreciation
Construction work in progress
Nuclear fuel  Less accumulated amortization
Net utility plant
Investments in affiliates, at equity   Nuclear generating companies   Other affiliated companies
Subtotal
Nonutility investments	$46,386	$24,308	$1,362	$(46,386)		$25,670
Nonutility property, less accumulated  depreciation of $4,060 consolidated Millstone Decommissioning Trust Fund Available for sale securities Other		514	1,131			1,645
Total investments and other assets	46,386	24,822	2,493	(46,386)		27,315
Current assets:  Cash & Cash Equivalents  Available for sale securities  Restricted cash  Note receivable  Accounts receivable, less allowance for   uncollectible accts. $0 consolidated  Accounts receivable - affiliates  Unbilled revenue  Materials and supplies, at average cost  Prepayments  Other current assets	123  11,072	4,220  29,182  618  1,755  18         293	1,016  2  173  10	(11,072)		5,359  29,182  620  1,928  28          293
Total current assets	11,195	36,086	1,201	(11,072)		37,410
Regulatory assets & other deferred charges		121				121
Total Assets	$57,581	$61,029	$3,694	$(57,458)		$64,846
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					8 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	CRC	Catamount Energy Corporation - Consolidated	Eversant Corporation - Consolidated	Reclassi- fying & Consol- idating Entries		CRC -CONS
Capitalization and Liabilities
Capitalization: Common stock Other paid-in capital Capital stock expense Accumulated other comprehensive income Deferred compensation plans Treasury stock Retained Earnings	$41,433  462      4,613	$35,015  462       6,849	$13,498     (9,438)	$(48,513) (462)      2,589		$41,433  462        4,613
Total common stock equity	46,508	42,326	4,060	(46,386)		46,508
Cumulative preferred and preference  stock
Return of Capital
Total preferred stock
First Mortgage bonds Second Mortgage bonds Notes payable Capital lease obligations
Total long-term debt
Minority Interest
Total capitalization	46,508	42,326	4,060	(46,386)		46,508
Current liabilities:  Notes payable - banks  Notes payable - associated  Current portion of long-term debt  Accounts payable  Accounts payable - affiliates  Accrued interest  Accrued income taxes  Other current liabilities	11,073	18  11,072  305        1,415	20  116            21	(11,072)		38  11,189  305      1,436
Total current liabilities	11,073	12,810	157	(11,072)		12,968
Accumulated deferred income taxes Deferred investment tax credits Nuclear decommissioning costs Regulatory liabilities & deferred credits		4,999         894	(523)			4,476                  894
		5,893	(523)			5,370
Total Capitalization and Liabilities	$57,581	$61,029	$3,694	$(57,458)		$64,846
- 31 -

								9 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	Catamount Energy Corp.	Catamount Heartlands Corp.	CEC UK1 Holding Corp.	CEC UK2 Holding Corp.	Catamount Ops., Inc.	Consol- idating Entries	Catamount Energy Corp. Cons.
Assets
Utility plant, at original cost  Less accumulated depreciation
Construction work in progress
Nuclear fuel  Less accumulated amortization
Net utility plant
Investments in affiliates, at equity   Nuclear generating companies   Other affiliated companies
Subtotal
Nonutility investments	$23,189	$720	$12	$387			$24,308
Investments in subsidiaries Nonutility property, less    accumulated depreciation of    $509 consolidated	23,964        514					$(23,964)	514
Total investments & other    assets	47,667	720	12	387		(23,964)	24,822
Current assets:  Cash & Cash Equivalents  Available for sale securities  Restricted cash  Note receivable  Accounts receivable, less    allowance for uncollectible    accts $0 consolidated  Accounts receivable -    affiliates  Unbilled revenue  Materials and supplies, at    average cost  Prepayments  Other current assets	3,934 6,556 131 1,854 17	286 22,626 487       293		1		(99)	4,220 29,182 618 1,755 18       293
Total current assets	12,492	23,692		1		(99)	36,086
Regulatory assets & other    deferred charges	121						121
Total Assets	$60,280	$24,412	$12	$388		$(24,063)	$61,029
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								10 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	Catamount Energy Corp.	Catamount Heartlands Corp.	CEC UK1 Holding Corp.	CEC UK2 Holding Corp.	Catamount Ops., Inc.	Consol- idating Entries	Catamount Energy Corp. Cons.
Capitalization & Liabilities
Capitalization: Common Stock Other paid-in capital Capital stock expense Accum. other comprehensive    income Deferred compensation plans Treasury stock, at cost Retained earnings	$35,015 462      6,849	$28,780  388   (5,553)	$27  28     (45)	$1,760  43    (1,465)	$1	$(30,567) (459)    7,062	$35,015 462     6,849
Total common stock equity	42,326	23,615	10	338	1	(23,964)	42,326
Cumulative preferred &    preference stock
First Mortgage bonds Second Mortgage bonds Notes payable Capital lease obligations
Total long-term debt
Total capitalization	42,326	23,615	10	338	1	(23,964)	42,326
Current liabilities:  Notes payable - banks  Notes payable - associated  Current portion of long-term debt  Current portion of preferred    stock  Accounts payable  Accounts payable - affiliates  Accrued interest  Accrued income taxes  Other current liabilities	16 11,072 306       1,290	2  94       113	1	5          11	(1)	(99)	18 11,072 305      1,415
Total current liabilities	12,684	209	1	16	(1)	(99)	12,810
Accum. deferred income taxes Deferred investment tax credits Nuclear decommissioning costs Regulatory liabilities & other    deferred credits	5,157          113	(193)       781	1	34			4,999        894
	5,270	588	1	34			5,893
Total Capitalization & Liabilities	$60,280	$24,412	$12	$388		$(24,063)	$61,029

- 33 -

					11 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	Eversant Corporation	AgEnergy, Inc.	SmartEnergy Water Heating Services, Inc.	Reclassi- fying & Consol- idating Entries		Eversant Corporation Consolidated
Assets
Utility plant, at original cost  Less accumulated depreciation
Construction work in progress
Nuclear fuel  Less accumulated amortization
Net utility plant
Investments in affiliates,  at equity   Nuclear generating companies   Other affiliated companies
Subtotal
Nonutility investments	$3,047			$(1,685)		$1,362
Nonutility property, less accumulated  depreciation of $3,551 consolidated Millstone Decommissioning Trust Fund Available for sale securities Other			$1,131			1,131
Total investments and other assets	3,047		1,131	(1,685)		2,493
Current assets:  Cash & Cash Equivalents  Available for sale securities  Restricted cash  Notes receivable  Accounts receivable, less allowance for   uncollectible accts. $0 consolidated  Accounts receivable - affiliates  Unbilled revenue  Materials and supplies, at average cost  Prepayments  Other current assets	127  91  10	$11	878  2  161	(79)		1,016  2  173  10
Total current assets	228	11	1,041	(79)		1,201
Regulatory assets & other deferred charges
Total Assets	$3,275	$11	$2,172	$(1,764)		$3,694
- 34 -

					12 of 12
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND ITS SUBSIDIARIES Consolidated Balance Sheet Year Ended December 31, 2004 (Dollars in thousands)
	Eversant Corporation	AgEnergy, Inc.	SmartEnergy Water Heating Services, Inc.	Reclassi- fying & Consol- idating Entries		Eversant Corporation Consolidated
Capitalization and Liabilities
Capitalization: Common stock Other paid-in capital Capital stock expense Accum. Other comprehensive income Deferred compensation plans Treasury stock Retained Earnings	$13,498     (9,438)	$355    (344)	$2,371      (697)	$(2,726)    1,041		$13,498    (9,438)
Total common stock equity	4,060	11	1,674	(1,685)		4,060
Cumulative preferred and preference stock
Return of Capital
Total preferred stock
First Mortgage bonds Second Mortgage bonds Notes payable Capital lease obligations
Total long-term debt
Minority Interest
Total capitalization	4,060	11	1,674	(1,685)		4,060
Current liabilities:  Notes payable - banks  Notes payable - associated  Long-term debt - current portion  Accounts payable  Accounts payable - affiliates  Accrued interest  Accrued income taxes  Other current liabilities	13  1		7  194           21	(79)		20  116          21
Total current liabilities	14		222	(79)		157
Accumulated deferred income taxes Deferred investment tax credits Nuclear decommissioning costs Deferred credits	(799)		276			(523)
	(799)		276			(523)
Total Capitalization and Liabilities	$3,275	$11	$2,172	$(1,764)		$3,694
- 35 -

Exhibit A

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
AND ITS SUBSIDIARIES

Notes to Consolidating Financial Statements
For the Year Ended December 31, 2004

Note A - Consolidation:

      The consolidating financial statements include the accounts of Central Vermont Public Service Corporation (CVPS), its wholly owned subsidiaries, Connecticut Valley Electric Company Inc. (CVEC), C. V. Realty, Inc., and Catamount Resources Corporation (CRC) which compose CVPS consolidated. In addition, for purposes of this SEC Form U-3A-2, the consolidating financial statements include the accounts of CVPS's affiliates, Vermont Electric Power Company, Inc. (VELCO) 47.02 percent owned and Vermont Electric Transmission Company, Inc. (VETCO), a wholly owned subsidiary of VELCO, which constitutes total consolidated.

      Custom Investment Corporation ("CIC"), a wholly owned subsidiary of CVPS, was formed for the purpose of holding passive investments including the stock of CVPS' subsidiaries that invest in regulated business opportunities. Custom owns 58.85% of VY's outstanding Common Stock.

      For financial reporting purposes, CIC's financial data is included with CVPS on the Consolidated Financial Statements.

      CVPS follows the equity method of accounting for its investments in affiliates. See Note D.

Note B - Income taxes:

      CVPS and its wholly owned subsidiaries

      The Company records income taxes in accordance with the Financial Accounting Standards Board's (SFAS) No. 109, "Accounting for Income Taxes,"requiring an asset and liability approach to determine income tax liabilities. The Standard requires recognition of tax assets and liabilities for the cumulative effect of all temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Investment tax credits associated with utility plant are deferred and amortized ratably to income over the lives of the related properties.

      A valuation allowance has been recorded, in the amount of $0.9 million to reflect management's best estimate of deferred income taxes, with respect to equity investments, that may not ultimately be realized. All other deferred income taxes are expected to be realized.

      VELCO

      VELCO records income taxes in accordance with SFAS No. 109, requiring an asset and liability approach to determine income tax liabilities. The Standard requires recognition of tax assets and liabilities for the cumulative effect of all temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Under SFAS No. 109, additional deferred tax assets and liabilities resulting from VELCO's transmission billing calculation will be returned to, or collected from, ratepayers in future transmission billings. VELCO expects all deferred income tax assets will be utilized in the future.

- 36 -

Note C - VETCO:

      VETCO has entered into support agreements in connection with construction of the transmission lines with substantially all of the New England electric utilities. The support agreements require the utilities to reimburse VETCO for all operating and capital costs of the transmission line on an unconditional and absolute basis. In return, VETCO has agreed to build, own, operate and maintain the line and to involve itself in no other activities during the term of the agreement, which extends for 30 years from the date of commercial operation of the line. These support agreements also provide for an advisory committee made up of participants to review the operations of VETCO and to make recommendations on major decisions. VETCO is obligated to follow these recommendations to the extent reasonably practical.

      Although, VELCO owns 100 percent of VETCO's outstanding Common Stock, these provisions of the support agreements effectively restrict VELCO's control, VELCO has not consolidated its financial information with that of VETCO and instead is accounting for its investment using the equity method.

Note D - Investments in affiliates:

      CVPS accounts for investments in its affiliates by the equity method (dollars in thousands):

December 31,      2004

Nuclear generating companies      VY      Maine Yankee Atomic Power Company      Connecticut Yankee Atomic Power Company      Yankee Atomic Electric Company Other affiliated companies:      CVEC      C.V. Realty, Inc.      CRC      VELCO:          Common stock          Preferred stock              Total investments - CVPS      VELCO investment in VETCO              Total investments Consolidating eliminations              Total consolidated

$2,822  714  883  39  121  292  46,508  11,296         316  62,991         631  63,622  47,552    $16,070

- 37 -

Note E - Common stock:

      The authorized and outstanding common stock for each of the companies was as follows (dollars in thousands):

December 31,      2004

CVPS:            Common stock, $6 par value, authorized 19,000,000 shares;                    Issued 12,192,201 shares; outstanding 12,192,201 shares CVEC:            Common stock, $50 par value, authorized 20,000 shares;                    outstanding 14,000 shares C.V Realty, Inc.:            Common stock, $100 par value, authorized 500 shares;                    outstanding 300 shares CRC:            Common stock, $100 par value, authorized 10,000 shares;                    outstanding 1 share VELCO:            Common stock, $100 par value, Class B authorized 430,000                    shares; outstanding 214,960 shares            Common stock, $100 par value, Class C authorized 20,000                    Shares; outstanding 19,901 shares VETCO:            Common stock, $100 par value, authorized and outstanding                    10 shares                              Total common stock Consolidating eliminations                              Total consolidated

$73,153  - -  30     -    21,496  1,990            1  96,670  23,517     $73,153

- 38 -

Note F - Preferred and preference stock:

      Cumulative preferred and preference stock outstanding were as follows (dollars in thousands):

December 31,      2004

CVPS:            Preferred stock, $100 par value, authorized 500,000 shares                    Outstanding:                     4.15% series   (non-redeemable),  37,856 shares                     4.65% series   (non-redeemable),  10,000 shares                     4.75% series   (non-redeemable),  17,682 shares                     5.375% series (non-redeemable),  15,000 shares                     8.30% series   (redeemable),      80,000 shares            Preferred stock, $25 par value, authorized 1,000,000 shares:                    outstanding - none            Preferred stock, $1 par value, authorized 1,000,000 shares:                    outstanding - none VELCO:            Preferred stock, $100 par value, authorized 125,000 shares:                    outstanding 97,068 shares                    Treasury stock, at cost, 2,932 shares                   Return of treasury stock, 2,932 shares            Return of capital                              Total cumulative preferred and                                preference stock Consolidating eliminations Current portion of CVPS redeemable preferred stock                              Total consolidated

$  3,786  1,000  1,768  1,500  8,000     -       -    9,707  293                  (252) (9,221)                  16,581  (527)       (2,000)     $14,054

- 39 -

Exhibit B

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Name of Holding Company)

100%
CATAMOUNT RESOURCES CORPORATION

100%
CATAMOUNT ENERGY CORPORATION

100% Catamount Rumford Corp.

100% Equinox Vermont Corp.

100% Appomattox Vermont Corp.

50% Appomattox Cogen. Inc.

100% Catamount Operations Corp.

100% Catamount Sweetwater Corp.

100% Catamount Sweetwater 1 LLC

100% Catamount Sweetwater 2 LLC

100% Catamount Sweetwater 3 LLC

100% CEC Vermont Wind Corp.

100% Catamount Thetford Corp.

100% Laurel Hill Wind Energy, LLC

100% Catamount Heartlands Corp.

100% CEC UK1 Holding Corp.

100% CEC UK2 Holding Corp.

15.0537% Rumford Cogen. Co.

33.1126% Ryegate Assoc.

24.75% Appomattox Cogen Ltd. Partnership

1% Appomattox Cogen Ltd. Partnership

30.5% Sweetwater Wind 1 LLC

1% Sweetwater Wind 2 LLC

1% Sweetwater Wind 3 LLC

100% Catamount Energy Gibraltar Ltd.

100% Catamount Development GmbH

1% Catamount Energy SC 1

99% Catamount Energy SC 1

1% Sweetwater Wind 4 LLC

33.3% CIC Luxembourg SàRL

1%/99% Catamount Energy SC 2

1% Sweetwater Wind 5 LLC

100% CIC Verwaltungs GmbH

1%/99% Catamount Energy SC 3

1% Sweetwater Wind 6 LLC

100% Dk Burger- Windpark Eckolstädt GmbH & Co. KG

100% Dk Windpark Kavelstorf GmbH & Co. KG

50% Catamount Energy Ltd.

50% Catamount Cymru Cyf.

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