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)   September 8, 2011

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 7.01. Regulation FD Disclosure.

This presentation will be conducted at individual meetings at various venues in New York City before an audience of electric industry analysts and industry professionals on September 8, 2011.

Central Vermont Public Service Corporation

Investor Update, New York

September 8, 2011

Larry Reilly, President and CEO

Pam Keefe, Senior Vice President, CFO and Treasurer

Safe Harbor Statement

Statements contained in this presentation that are not historical fact are forward-looking statements within the meaning of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995.  Whenever used in this presentation, the words “estimate,”“expect,” “believe,” or similar expressions are intended to identify such forward-looking statements.  Forward-looking statement involve estimates, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.  Actual results will depend upon, among other things, the actions of regulators, performance of the Vermont Yankee nuclear power plant, effects of and changes in weather and economic conditions, volatility in wholesale power markets, our ability to maintain our current credit ratings, the operations of ISO-New England, changes in the cost or availability of capital, authoritative accounting guidance, the effect of the volatility in the equity markets on pension benefit and other costs, the occurrence of any event, effect or change that could give rise to a termination of the definitive agreement entered into with Gaz Métro; the outcome of any legal proceedings that may be instituted against CVPS and others following announcement of the agreement; the inability to complete the transaction due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the transaction, including the receipt of certain regulatory approvals; risks that the proposed transaction disrupts current plans and operations and creates potential difficulties in employee retention; and the amount of the costs, fees, expenses and charges related to the transaction. We cannot predict the outcome of any of these matters; accordingly, there can be no assurance that such indicated results will be realized.  We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

·   This communication does not constitute a solicitation of any vote or approval.  This communication is being made in respect of the proposed merger transaction involving CVPS.  The proposed merger will be submitted to the stockholders of CVPS for their consideration.  In connection therewith, CVPS has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”).  CVPS also plans to file other documents with the SEC regarding the proposed transaction.  CVPS URGES INVESTORS AND SECURITY HOLDERS OF CVPS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement has been mailed or delivered to CVPS’s stockholders. In addition, stockholders are able to obtain the proxy statement and other relevant documents filed by CVPS with the SEC free of charge at the SEC’s website at www.sec.gov, or at CVPS’s website at www.cvps.com by clicking on the link “SEC Filings.”

·   Participants in the Solicitation

CVPS and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of CVPS in connection with the proposed transaction. Information about CVPS and its directors and executive officers, and their ownership of CVPS’s securities, is set forth in the proxy statement for the annual meeting of stockholders of CVPS held on May 3, 2011, which was filed with the SEC on March 24, 2011 and which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement relating to the proposed merger and other relevant materials filed with the SEC.

Investor Contact Information

Pamela J. Keefe

Sr. Vice President, CFO & Treasurer

(802) 747-5435

e-mail: pkeefe@cvps.com

CVPS Profile

• Vermont’s largest integrated electric utility
• CVPS serves approximately 160,000 customers in a territory covering half of the area of Vermont
• Rural service territory of 19 customers per mile of line

Credit Ratings	Moody’s
Corporate Credit Rating	Baa3/Stable
First Mortgage Bonds	Baa1
Preferred Stock	Ba2

COMMON STOCK PROFILE (NYSE: CV)

Quarter Ended June 30, 2011

Market Capitalization	$485.2M
Book Value	$20.41
Market-to-Book	1.77
52-week Range	$19.09-$36.36
Debt% - Equity%	45% - 55%
Average Daily Volume	128,089
Shares Outstanding	13.422M
Annualized Dividend Yield	2.54%

AGENDA

·   Update on Acquisition by Gaz Métro

−   Status of regulatory approvals

·   Vision, Recent Accomplishments and Goals Update

−   Customer service

−   Hurricane Irene

−   Service territory acquisitions

−   CVPS SmartPower®

·   Financial

Merger Agreement

·   On July 12, 2011 CVPS and Gaz Métro Limited Partnership announced an agreement for the acquisition of CV by Gaz Métro

−   $35.25 per common share

−   All cash transaction; no financing contingency

−   Significant premium for CV Shareholders:

◦   55% over closing price on May 4th

◦   45% over closing price on May 27th

−   Allowed to continue current dividend until closing

·   Transaction is subject to CV Shareholder approval, State and Federal Regulatory approvals, and typical closing conditions

−   Expected to close during the first half of 2012

About Gaz Métro

·   Quebec’s leading natural gas distributor

·   $3.6 billion in assets

·   10,000 kilometer network serving 300 municipalities

·   Proven track record in Vermont

−   Vermont Gas Systems acquired in 1986

−   Green Mountain Power Corporation acquired in 2007

Gaz Métro U.S. Operations Post-Acquisition

			Gaz Métro L.P.
	Northern New England Energy Corp.
Northern N.E. Investment Corp.		Vermont Gas Systems		Green Mountain Power	Central VT Public Service
Portland Natural Gas Transmission System				90,000 customers	160,000 customers

Gaz Métro U.S. Electric Distribution Business Pre- and Post-Acquisition

·   Largely contiguous territories provide significant opportunities for consolidation

	CV	GMP	Combined
Customers Served (VT)	47%	25%	72%
Area Served (VT)	50%	13%	63%
Line Miles	8,900	3,100	12,000
In-State Hydro*	24 stations 66 MW	8 stations 37 MW	32 stations 103 MW

*for CV, includes VMPD hydros purchased Sept 1, 2011

Merger will benefit many stakeholders

·   Significant premium for investors

·   Significant savings for all customers

−   $144 million guaranteed over 10 years

·   Low-income customers to benefit from spin-off of 33% interest in VELCO ($8 million rate base)

·   Workforce reductions accomplished through normal attrition and retirements

−   No layoffs, other than certain executive officers

·   Rutland to become Headquarters for Operations and Energy Innovation

−   Downsizing to be proportional between CV and GMP territories

−   Other commitments to benefit Rutland

Status of Merger Approvals

Stakeholder	Progress on Key Milestones (a/of Sept 6, 2011)	Filed	Approved
Shareholder	Proxy statement mailed to shareholders beginning August 30, 2011 Special shareholder meeting scheduled for Sept. 29, 2011	x
Dept. of Justice	Per merger agreement, filing due Sept. 9, 2011
Federal Communications Commission (FCC)	Per merger agreement, filing due Sept. 9, 2011
Federal Energy Regulatory Commission (FERC)	Per merger agreement, filing due Sept. 9, 2011
Nuclear Regulatory Commission (NRC)	Per merger agreement, filing due Sept. 9, 2011
Committee on Foreign Investment in the U.S. (CFIUS)	Per merger agreement, filing due Sept. 9, 2011
Vermont	Filed merger approval petition on Sept. 2, 2011	x
New Hampshire	Per merger agreement, filing due Sept. 9, 2011
Maine	Per merger agreement, filing due Sept. 9, 2011
New York	Per merger agreement, filing due Sept. 9, 2011

CVPS Vision:

The Best Small Utility in America

Customers

5th in East Region on JD Power

Low rates compared to others in East

68% of LCI customers are “completely satisfied”

EEI Storm Response 3 time winner

CVPS SmartPower® Plan approved

Community

Gift of Life Marathon holds record for most pints collected

Corporate Citizenship ranked 2nd in the East Region among midsize companies by JD Power Survey

Shareholders

Rated Baa3 by Moody’s

Recognized by Forbes as Trustworthy

Employees

91% of Employees would recommend CVPS as a great place to work

Performed well in Denison Culture Survey

Safety culture strong according to an independent audit

J.D. Power East Region Overall CSI

Southern Maryland Electric	686
Central Maine Power	638
PPL Electric Utilities	636
Penn Power	636
Central Vermont Public Service	623
New York State Electric & Gas	621
Rochester Gas & Electric	620
Penelec	618
PECO Energy	617
NSTAR	617
WMECO	617
Met-Ed	615
Allegheny Power	614
Baltimore Gas and Electric	611
ConEd NY	610
Public Service Electric and Gas	607
East Region Average	606
Public Service of New Hampshire	605
Delmarva Power	604
Jersey Central Power & Light	603
National Grid	602
Duquesne Light	595
Atlantic City Electric	594
Central Hudson Gas & Electric	593
Connecticut Light & Power	588
Orange & Rockland	587
United Illuminating	586
Long Island Power Authority	582
Appalachian Power	570
Pepco	556

CVPS ranked 5th in the East Region, and 2nd among New England and New York utilities, for overall CSI.

CVPS Customer Service ranks 6th nationally out of 124 companies.

Hurricane Irene

·   Irene hit CV service territory August 28, 2011

−   Nearly half of our customers lost service

−   Monumental damage to bridges and roads including major state highways

−   13 towns were completely isolated with no way in or out for several days

−   Costs not yet known but estimated at approx. $9M

◦   Extraordinary costs of major storms are treated as “exogenous events” within the Alternative Regulation plan; aside from a $600K deductible, they are deferred for future collection

−   Restoration efforts praised by regulators and state and local officials

Irene’s wrath

Route 4 between Rutland and Killington

A damaged pole and line in front of a washed out bridge

Rochester Substation was destroyed

Vermont Marble, Readsboro purchases

·   PSB approved Vermont Marble and Readsboro acquisitions

−   Closed the Readsboro purchase August 1, 2011, adding 320 customers

−   Closed the Vermont Marble purchase on Sept. 1, 2011, adding 900 customers

◦   Includes Omya calcium carbonate plant, which is now CVPS’s single-largest customer

◦   Purchase includes 18 MW of hydro, which will be upgraded to 21 MW

CVPS SmartPower®

·   A Smart grid program being rolled out to all CVPS customers

−   $62 million capex; 50% of this funded by DOE

·   Similar programs being implemented by other VT utilities

·   GMP and CVPS finalized agreement with VTel, state’s independent telephone company, for smart-grid communications backbone

−   Will help expand broadband statewide

−   Agreement lauded by Governor Shumlin

−   Deal expected to help make Vermont first state with full smart grid and broadband

·   On track to go live in late 2012

CVPS Power Supply Among Cleanest

2010 CVPS ENERGY SOURCES
Nuclear	50.1%
Hydro	40.3%
Oil	0.1%
Wood	3.9%
CVPS Cow Power	0.1%
Other	5.5%

2010 U.S. ENERGY SOURCES*
Coal	45%
Gas	24%
Nuclear	20%
Hydro	6%
Renewables	4%
Oil	1%
Other	0%

*Source:  Energy Information Administration (2010), rounded whole percent

Vermont Yankee

·   Status of Vermont Yankee

−   Existing 175 MW VT Yankee contract expires March 21, 2012, at expiration of initial license term

−   NRC has granted Entergy a 20-year license extension; but the State of Vermont is opposed to continued operation of the plant

−   Entergy and Vermont are engaged in federal litigation

◦   As a future power supply the role of VY is unclear but manageable

−   We have a revenue sharing agreement with Entergy that serves as a price hedge should the plant continue to operate after our contract expires

·   Court rejected Entergy’s request for preliminary injunction sought against state of Vermont

−   Trial is set for Sept 12, 2011

−   Entergy has ordered replacement fuel despite uncertainty around plant’s future

Regulatory update

·   State Energy Planning

−   DPS to update state plan by Fall 2011

−   Provided model to help balance environmental and economic objectives

−   New initiatives expected next Legislative session

·   Other regulatory collaboration

−   CVPS SmartPower® supports Vermont’s statewide broadband and cell coverage goals

−   CVPS power purchases fulfill VT’s renewable, sustainable power resource goals

−   CVPS supports VT’s goals in the state and regional transmission planning process

·   Extended Alternative Regulation Plan through 2013

−   Maintains earnings and power cost adjustment mechanisms

−   Provides for cost recovery for “new initiatives” – primarily CVPS SmartPower® and integration of VT Marble acquisition

−   Will file for 2012 rates on Nov 1, 2011

Financial Results

All numbers in 000s except per share		Q2 2011			Q2 2010		YTD 2011			YTD 2010
Operating revenues:
Retail Sales	$	71,638		$	67,585		$	154,896		$	143,647
Resale Sales		9,744			6,984			17,439			18,323
Provision for rate refund		167			2,201			3,558			2,326
Other		2,719			3,167			5,460			6,648
Total operating revenues	$	84,268		$	79,937		$	181,353		$	170,944
Operating expenses:
Purchased power	$	39,778		$	37,211		$	81,130		$	78,929
Other operating expenses		43,744			42,414			89,692			86,610
Income tax expense (benefit)		(481	)		(791	)		2,376			1,047
Total operating expense	$	83,041		$	78,834		$	173,198		$	166,586
Equity in Earnings in Affiliates	$	6,987		$	5,115		$	13,928		$	10,510
Other, net *	$	(7,478	)	$	(4,773	)	$	(12,922	)	$	(9,221	)
Net Income	$	736		$	1,445		$	9,161		$	5,647
Earnings per share of common stock – diluted	$	0.05		$	0.11		$	0.67		$	0.46
* included in this line are merger-related costs	$	3,100			--		$	3,100			--

Liquidity and Financing

Cash Flows	2011			2010
Cash and cash equivalents at beginning of period	$	2,676		$	2,069
Cash provided by operating activities		31,468			27,251
Cash used for investing activities		(8,035	)		(12,333	)
Cash provided (used) by financing activities		233			(14,343	)
Cash and cash equivalents at end of period	$	26,342		$	2,644

·   Secured $100M ‘shelf facility’ for FMBs in 2011

−   Drew $40M in June 2011; $20M of this was to redeem Series SS bonds

·   Renewed and extended $15M credit facility

·   Will renew $40M facility in Q3 2011

·   No drawings on either LOC as of June 30, 2011

Merger-related items

·   Termination fee payment

−   In July 2011 CV paid $19.5M break fee and related expenses to Fortis, Inc.

◦   Will be reimbursed by Gaz Métro following shareholder approval of merger agreement

−   Expect ~24 cents eps impact of other merger-related expenses in 2011 (legal, advisory)

Capex (excl. Velco Investments)

2005	$17.5
2006	$18.0
2007	$23.0
2008	$36.8
2009	$30.0
2010	$33.0
2011	$84.6
2012	$57.5
2013	$51.1
2014	$47.5
2015	$49.5

CVPS SmartPower® spending is net of $28M stimulus funding applied to capital

Velco investment forecast update

Vermont’s transmission operator

Approx $450M of construction planned or underway

FERC-regulated

Owned by 18 Vermont utilities, including investor-owned, municipals and cooperatives

CVPS owns 39%; equity investments generally based on VTA load share of 43%

Independent management and board of directors

CV Actual and planned investments in Velco/VT Transco ($millions)

2004	$7
2005	$0
2006	$23
2007	$53
2008	$3
2009	$21
2010	$22
2011	$0
2012	$21
2013	$0
2014	$23
2015	$19

Rate Base Growth (Dollars in Millions)

Actual and Projected*

	2005	2006	2007	2008	2009	2010	2011	2012	2013	2014	2015
Projected Rate Base	$236	$236	$302	$344	$385	$426	$470	$507	$551	$578	$619

Projected CAGR of 7.75% from 2010 - 2015 net of Stimulus funding

*Includes Velco investments and VT Marble acquisition

2011 Earnings Guidance and Drivers

·   2011 Earnings Guidance

−   $1.60 - $1.75 per diluted share previously announced (no merger-related costs)

−   Due to merger and uncertainty around amount and timing of merger-related costs, we are discontinuing earnings guidance

−   7.46% rate increase effective 1/1/11

−   Allowed ROE 9.45%

Creating value for all stakeholders

·   Merger process is proceeding well

·   Will remain focused on key initiatives as merger progresses

−   Customer service, reliability

−   Upgrades to hydro facilities purchased from the Vermont Marble Power Division of Omya

−   CVPS SmartPower®

Questions?

Appendix

Key Data Elements

−   Market Cap at 6/30/11: $ 485.2M

−   2008 Earned ROE:  8.3%

−   2009 Earned ROE:  9.03%

−   2010 Earned ROE:  8.46%

−   2011 Allowed ROE:  9.45%

−   2011 Effective Tax Rate:  36.77%

−   2011 Capex (ex. Transco, VT Marble; net of Stimulus):  $54.9M

−   2011 Transco investment:  NONE

−   ~5 bp of ROE = $0.01 eps

−   Corp. Credit Rating (Moody’s):  Baa3/ stable

−   2010 Peak load:  406.1 MW  (July 8)

−   2010 Avg 12 month system capability:  516.1 MW

·   2010 Average Number of Customers:

−   136,457 Residential

−   22,672 Commercial

−   35 Industrial

·   2010 Revenues:

−   43% Residential

−   32% Commercial

−   11% Industrial

−   11% Resale Sales

−   3% Other Operating Revenue

Owned Generation – as of 12/31/10

	Net Effective Capability / Entitlement (MW)	Generated and Purchased mWh
Wholly-Owned Plants
Hydro	35.8	207,779
Diesel and Gas Turbine	22.2	591
Jointly-Owned Plants (1)
Millstone #3 (nuclear)	21.4	161,536
Wyman #4 (oil)	10.8	2,174
McNeil (various)	10.5	54,440

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 Senior Vice President, Chief Financial Officer, and Treasurer
September 8, 2011