EXHIBIT 24-A
                                POWER OF ATTORNEY
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     KNOW  ALL MEN BY THESE PRESENTS, that the undersigned in his capacity as an
officer  of  said  Company, does hereby appoint Donald J. Rendall, Jr., Esq. his
true  and  lawful  attorney  to  execute  in  his  name, place and stead, in his
capacity  as  Vice  President  and  General  Counsel  of  said  Company,  this
Post-Effective  Amendment  No.  1  to the Registration Statement and any and all
post-effective amendments thereto and all instruments necessary or incidental in
connection  herewith,  and  to  file  the  same with the Securities and Exchange
Commission.  Said  attorney  shall  have  power to act hereunder, and shall have
full  power  of  substitution and resubstitution.  Said attorney shall have full
power  and  authority  to  do  and  perform  in  the  name  and on behalf of the
undersigned,  in  any  and  all  capacities,  every  act whatsoever requisite or
necessary,  in  any and all capacities, as fully and to all intents and purposes
as  the  undersigned  might  or  could  do in person, and the undersigned hereby
ratifies  and  approves  of  the  act  of  said  attorney.
                                   SIGNATURES
     PURSUANT  TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES  THAT  IT  HAS  REASONABLE  GROUNDS  TO  BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS  FOR  FILING  ON  FORM  S-3 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT  NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED,  THEREUNTO DULY AUTHORIZED, IN THE CITY OF COLCHESTER, AND STATE OF
VERMONT  ON  THE  10TH  DAY  OF  SEPTEMBER  2002.
     GREEN  MOUNTAIN  POWER  CORPORATION
     (REGISTRANT)
     BY:/S/  ROBERT  J.  GRIFFIN
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     ROBERT  J.  GRIFFIN
CONTROLLER  AND  TREASURER