SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DUTTON CHRISTOPHER L

(Last)

(First)

(Middle)

163 ACORN LANE

(Street)

COLCHESTER

05446

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GREEN MOUNTAIN POWER CORP [ GMP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2004		M⁽¹⁾		2,500	A	$7.9	15,853.0434⁽²⁾	D
Common Stock	07/01/2004		S⁽¹⁾		600	D	$26.15	15,253.0434⁽²⁾	D
Common Stock	07/01/2004		S⁽¹⁾		300	D	$26.14	14,953.0434⁽²⁾	D
Common Stock	07/01/2004		S⁽¹⁾		1,300	D	$26.1	13,653.0434⁽²⁾	D
Common Stock	07/01/2004		S⁽¹⁾		300	D	$26.09	13,353.0434⁽²⁾	D
Common Stock								5,397.6895⁽³⁾	I	By 401(k) plan
Common Stock								58.298⁽⁴⁾	I	By wife for son
Common Stock								58.298⁽⁵⁾	I	By wife for daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$7.9	07/01/2004		M⁽¹⁾			2,500	⁽⁶⁾	08/22/2004	Common Stock	2,500	$0	66,500	D

Explanation of Responses:

1. The exercise of stock options and the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 18, 2004.

2. Includes 12.9897 shares acquired between April 1, 2004 and July 1, 2004 under the GMP dividend reinvestment plan. The information in this report is based on a plan statement as of July 1, 2004.

3. Includes 195.1882 shares acquired between and April 1, 2004 and July 1, 2004 under the GMP 401(k) plan. The information in this report is based on a plan statement as of July 1, 2004.

4. These shares are held by the reporting person's wife as custodian for son under Uniform Gifts to Minors Act. Includes .4874 shares acquired between April 1, 2004 and July 1, 2004 under the GMP dividend reinvestment plan. The information in this report is based on a plan statement as of July 1, 2004.

5. These shares are held by the reporting person's wife as custodian for daughter under Uniform Gifts to Minors Act. Includes .4874 shares acquired between April 1, 2004 and July 1, 2004 under the GMP dividend reinvestment plan. The information in this report is based on a plan statement as of July 1, 2004.

6. The option is currently for 39,500 shares, and the remaining 27,000 vest on August 22, 2004.

	Donald J. Rendall, Jr., Attorney-In-Fact	07/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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