UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    November 3, 2008   

      CENTRAL VERMONT PUBLIC SERVICE CORPORATION      

(Exact name of registrant as specified in its charter)

               Vermont                 (State or other jurisdiction of incorporation)       1-8222        (Commission File Number)           03-0111290          (IRS Employer Identification No.)

       77 Grove Street, Rutland, Vermont               05701       

(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (800) 649-2877

                                      N/A                                      

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.     Entry into Material Definitive Agreement.

On November 3, 2008, Central Vermont Public Service Corporation (the “Company”) entered into a Credit Agreement, dated November 3, 2008 (the “Credit Agreement”), with KeyBank National Association (“KeyBank”), which provides for the Company’s issuance of a $40 million revolving credit note to KeyBank (“Revolving Credit Note”) and the effectiveness of the Credit Agreement upon approval of the transaction by the Vermont Public Service Board (“VPSB”).  The Company’s obligations under the Credit Agreement are guaranteed by the Company’s wholly owned, unregulated subsidiaries, C.V. Realty and Catamount Resources Corporation.  On November 6, 2008, the VPSB issued its approval order in Docket No. 7482, and on November 7, 2008, the Company executed and issued the Revolving Credit Note to KeyBank.  The purpose of the Revolving Credit Note is to provide liquidity for general corporate purposes, including working capital needs and power contract performance assurance requirements, in the form of funds borrowed and letters of credit.  Increasing the Revolving Credit Note provides the company with an alternative means of financing if the state of the credit markets alters the Company’s plans to consider a possible equity offering in the fourth quarter of 2008.

Interest and Fees

Loans under the Revolving Credit Note will bear interest, at the Company’s option, at KeyBank’s Prime Rate, or LIBOR plus 0.9%, or at other rates as provided in the Credit Agreement.  The Company is required to pay accrued interest at established intervals.  The Company pays, on a quarterly basis, a per annum facility fee of 0.225%.  The interest rate margin and Facility Fee are variable depending upon the Company’s debt rating) on the aggregate commitment of the Revolving Credit Note, whether used or unused.  In the event of less that 50% utilization, the Facility Fee increases by 12.5 basis points.

The Revolving Credit Note is guaranteed by the Company’s wholly-owned subsidiaries CV Realty, Inc., and Catamount Resources Corporation.

Covenants and Events of Acceleration

The Credit Agreement contains customary covenants, including but not limited to restrictions on the Company’s ability, and in certain instances its subsidiaries’ ability, to:  incur liens; make acquisitions, investments and capital expenditures; pay dividends; sell or transfer assets and stock; and enter into hedging agreements.  The Credit Agreement also limits certain subsidiaries’ ability to incur additional indebtedness.  Additionally, the Company may not permit its Total Debt to Total Capitalization Ratio exceed .65 to 1.00 or its consolidated interest coverage ratio to equal or be less than 1.75 to 1.00 during specified periods.

Upon the occurrence of certain events of default, the Company’s obligations under the Credit Agreement and the Revolving Credit Note may be accelerated and the lending commitments under the Credit Agreement and the Revolving Credit Note terminated.  Such events of default include payment defaults to the lender, material inaccuracies of representations and warranties, covenant defaults, material payment defaults (other than under the Revolving Credit Note), voluntary and involuntary bankruptcy proceedings, material money judgments, material ERISA events, change of control of the Company and other customary defaults.

At November 7, 2008, there were no borrowings outstanding under the Revolving Credit Note, but $5 million of letters of credit were outstanding in support of performance assurance requirements associated with our power transactions.

The Company has an ongoing relationship with KeyBank, for which KeyBank has received customary fees and expenses.  KeyBank has also acted as an underwriter for issuances of our first mortgage bonds and equity securities.

The foregoing description of the Credit Agreement, including the Revolving Credit Note, is qualified in its entirety by reference to the full text of the Credit Agreement and form of the Revolving Credit Note, which are filed herewith as Exhibit 10.98 to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.02.     Termination of a Material Definitive Agreement.

On November 7, 2008, the Company transferred all of its outstanding obligations under its existing three-year $25.0 million unsecured revolving-credit facility pursuant to its Credit Agreement, dated as of December 28, 2007, between the Company and KeyBank, and terminated that credit agreement in accordance with its terms. The term note for $53 million under that credit agreement was repaid and cancelled in May, 2008, using proceeds of first mortgage bonds issued May 15, 2008.  The bond purchase agreement was previously filed as Exhibit 4.8 to the Company’s Current Report on Form 8-K filed May 15, 2008, File No. 1-8222.  The terminated credit agreement was previously filed as Exhibit 10.97 to the Company’s Current Report on Form 8-K filed January 4, 2008, File No. 1-8222.

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.98	Credit Agreement dated as of November 3, 2008 between Central Vermont Public Service Corporation, as Borrower and KeyBank National Association, as Lender.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
By	/s/ Pamela J. Keefe                                Pamela J. Keefe Vice President, Chief Financial Officer, and Treasurer

November 7, 2008