10-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2005

or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________ to ___________

Commission file number 1-8291

GREEN MOUNTAIN POWER CORPORATION

(Exact name of registrant as specified in its charter)

Vermont	03-0127430
(State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
163 Acorn Lane Colchester, Vermont (Address of Principal Executive Offices)	05446 (Zip Code)

(802) 864-5731

Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class - Common Stock	Outstanding at July 31, 2005
$3.33 1/3 Par Value	5,203,760

This report contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by forward-looking words such as "may," "could", "should," "would," "intend," "will," "expect," "anticipate," "believe," "estimate," "continue" or similar words. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995 and are including this statement for purposes of complying with these safe harbor provisions. You should read statements that contain these words carefully because they discuss the Company’s future expectations, contain projections of the Company’s future results of operations or financial condition, or state other "forward-looking" information.

There may be events in the future that we are not able to predict accurately or control and that may cause actual results to differ materially from the expectations described in forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed in this document, including the documents incorporated by reference in this document. These differences may be the result of various factors, including changes in general, national, regional, or local economic conditions, changes in fuel or wholesale power supply costs, regulatory or legislative action or decisions, and other risk factors identified from time to time in our periodic filings with the Securities and Exchange Commission.

The factors referred to above include many, but not all, of the factors that could impact the Company’s ability to achieve the results described in any forward-looking statements. You should not place undue reliance on forward-looking statements. You should be aware that the occurrence of the events described above and elsewhere in this document, including the documents incorporated by reference, could harm the Company’s business, prospects, operating results or financial condition. We do not undertake any obligation to update any forward-looking statements as a result of future events or developments.

AVAILABLE INFORMATION

Our Internet website address is: www.greenmountainpower.biz. We make available free of charge through the website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC. The information on our website is not, and shall not be deemed to be, a part of this report or incorporated into any other filings we make with the SEC.

PART I FINANCIAL INFORMATION

GREEN MOUNTAIN POWER CORPORATION

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

At and for the Three and Six months Ended June 30, 2005 and 2004

Part I.	Financial Information	Page Number
Item 1.	Financial Statements
	-Consolidated Statements of Income and Comprehensive Income (unaudited)	4
	-Consolidated Statements of Cash Flows (unaudited)	5
	-Consolidated Balance Sheets (unaudited)	6
	-Consolidated Statements of Retained Earnings (unaudited)	8
	-Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk And Other Risk Factors	27
Item 4.	Controls and Procedures	30
Part II.	Other Information	31
	-Exhibits	32
	-Signatures	33
	-Certifications	53

The accompanying notes are an integral part of the consolidated financial statements.

GREEN MOUNTAIN POWER CORPORATION	Unaudited
Consolidated Comparative Income Statements	Three Months Ended						Six Months Ended
	June 30						June 30
In thousands, except per share data		2005			2004			2005			2004
Operating revenues
Retail Revenues	$	50,870		$	49,008		$	105,291		$	103,613
Wholesale Revenues		4,018			5,860			7,846			14,778
Total operating revenues		54,888			54,868			113,137			118,391
Operating expenses
Power Supply
Vermont Yankee Nuclear Power Corporation		8,767			4,631			17,462			14,623
Company-owned generation		1,121			1,214			2,661			3,446
Purchases from others		22,499			29,136			47,614			57,101
Other operating		5,273			4,677			10,155			9,428
Transmission		4,459			4,029			8,631			7,738
Maintenance		2,454			2,425			4,799			4,696
Depreciation and amortization		3,753			3,483			7,529			6,972
Taxes other than income		1,662			1,713			3,384			3,492
Income taxes		1,253			784			2,921			3,099
Total operating expenses		51,241			52,092			105,156			110,595
Operating income		3,647			2,776			7,981			7,796
Other income
Equity in earnings of affiliates and non-utility operations		431			277			820			533
Allowance for equity funds used during construction		7			109			14			224
Other income (deductions), net		(22	)		269			(74	)		234
Total other income		416			655			760			991
Interest charges
Long-term debt		1,633			1,633			3,267			3,267
Other interest		50			84			117			141
Allowance for borrowed funds used during construction		(4	)		(69	)		(10	)		(143	)
Total interest charges		1,679			1,648			3,374			3,265
Income from continuing operations		2,384			1,783			5,367			5,522
Loss from discontinued operations, net		(3	)		(1	)		(6	)		(7	)
Net income applicable to common stock	$	2,381		$	1,782		$	5,361		$	5,515
		Unaudited
Consolidated Statements of Comprehensive Income		Three Months Ended						Six Months Ended
		June 30						June 30
		2005			2004			2005			2004
Net income	$	2,381		$	1,782		$	5,361		$	5,515
Other comprehensive income, net of tax		-			-			-			-
Comprehensive income	$	2,381		$	1,782		$	5,361		$	5,515
Basic earnings per share	$	0.46		$	0.35		$	1.04		$	1.09
Diluted earnings per share		0.45			0.34			1.02			1.06
Cash dividends declared per share	$	0.25		$	0.22		$	0.50		$	0.44
Weighted average common shares outstanding-basic		5,186			5,072			5,173			5,058
Weighted average common shares outstanding-diluted		5,271			5,228			5,261			5,219
The accompanying notes are an integral part of these consolidated financial statements.

	Unaudited
GREEN MOUNTAIN POWER CORPORATION	Six Months Ended
Consolidated Statements of Cash Flows	June 30
In thousands	2005			2004
Operating Activities
Income from continuing operations	$ 5,367			$ 5,522
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		7,529			6,972
Equity in undistributed earnings of associated companies		(597	)		(351	)
Dividends from associated companies		605			389
Allowance for funds used during construction		(24	)		(367	)
Amortization of deferred purchased power costs		1,698			1,681
Deferred income tax (benefit) expense, net of investment tax credit amortization		(1,267	)		704
Deferred purchased power costs		-			(432	)
Rate levelization liability and other deferred revenues		198			(1,491	)
Environmental and conservation deferrals, net		(212	)		(706	)
Cash in advance of construction		1,085			820
Loss on sale of property		-			6
Amortization of Pine Street		170			-
Deferred and share-based compensation		64			282
Changes in:
Accounts receivable and accrued utility revenues		2,184			2,701
Prepayments, fuel and other current assets		(1,256	)		978
Accounts payable and other current liabilities		(1,487	)		(367	)
Income taxes payable and receivable		227			(721	)
Deferred tax liability		-			(343	)
Other		2,277			352
Net cash provided by continuing operations		16,561			15,629
Net loss from discontinued operations		(6	)		(7	)
Net cash provided by operating activities		16,555			15,622
Investing Activities
Construction expenditures		(9,411	)		(9,261	)
Restriction of cash for renewable energy investments		(277	)		(352	)
Return of capital from associated companies		86			110
Investment in nonutility property		(106	)		(255	)
Net cash used in investing activities		(9,708	)		(9,758	)
Financing Activities
Issuance of common stock		881			546
Short-term debt		(3,000	)		(500	)
Cash dividends		(2,593	)		(2,231	)
Net cash used in financing activities		(4,712	)		(2,185	)
Net increase in cash and cash equivalents		2,135			3,679
Cash and cash equivalents at beginning of period		1,720			786
Cash and cash equivalents at end of period	$	3,855		$	4,465
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest	$	3,342		$	3,364
Income taxes		2,724			2,637
Non-cash construction additions		1,012			725
The accompanying notes are an integral part of these consolidated financial statements.

GREEN MOUNTAIN POWER CORPORATION
Consolidated Balance Sheets	Unaudited
	June 30				December 31
In thousands	2005		2004		2004
ASSETS
Utility plant
Utility plant, at original cost	$	344,496	$	325,737	$	339,269
Less accumulated depreciation		124,214		115,238		119,633
Utility plant, net of accumulated depreciation		220,282		210,499		219,636
Property under capital lease		4,731		5,047		4,731
Construction work in progress		9,633		15,139		8,345
Total utility plant, net		234,646		230,685		232,712
Other investments
Associated companies, at equity		10,157		5,732		10,179
Other investments		9,375		8,592		8,780
Total other investments		19,532		14,324		18,959
Current assets
Cash and cash equivalents		3,855		4,465		1,720
Accounts receivable, less allowance for
doubtful accounts of $470, $790 and $621		17,021		15,742		18,216
Accrued utility revenues		5,975		5,617		6,964
Fuel, materials and supplies, average cost		5,160		4,545		4,848
Prepayments		2,757		659		1,674
Income tax receivable		204		422		1,717
Other		183		331		323
Total current assets		35,155		31,781		35,462
Deferred charges
Demand side management programs		6,564		6,994		7,293
Purchased power costs		648		725		2,322
Pine Street Barge Canal		13,080		12,954		13,250
Net power supply deferral		14,569		12,350		12,085
Power supply derivative asset		12,041		12,210		10,736
Other regulatory assets		6,466		7,915		6,932
Other deferred charges		860		1,434		1,113
Total deferred charges		54,228		54,582		53,731
Non-utility
Property and equipment		247		248		247
Other assets		462		577		508
Total non-utility assets		709		825		755
Total assets	$	344,270	$	332,197	$	341,619
The accompanying notes are an integral part of these consolidated financial statements.

GREEN MOUNTAIN POWER CORPORATION
Consolidated Balance Sheets	Unaudited
	June 30						December 31
In thousands except share data	2005			2004			2004
CAPITALIZATION AND LIABILITIES
Capitalization
Common stock, $3.33 1/3 par value,
authorized 10,000,000 shares (issued
6,002,344, 5,905,627 and 5,968,118	$	20,090		$	19,685		$	19,894
Additional paid-in capital		79,712			76,761			78,852
Retained earnings		32,657			26,071			29,889
Accumulated other comprehensive income		(2,353	)		(1,787	)		(2,353	)
Treasury stock, at cost (827,639 shares)		(16,701	)		(16,701	)		(16,701	)
Total common stock equity		113,405			104,029			109,581
Long-term debt, less current maturities		93,000			93,000			93,000
Total capitalization		206,405			197,029			202,581
Capital lease obligation		4,407			4,898			4,493
Current liabilities
Short-term debt		-			-			3,000
Accounts payable, trade and accrued liabilities		8,228			8,353			9,437
Accounts payable to associated companies		5,288			5,305			7,391
Deferred revenues		74			1,986			-
Accrued taxes		-			-			1,290
Customer deposits		933			930			1,063
Interest accrued		1,137			1,134			1,136
Other		2,092			1,796			1,151
Total current liabilities		17,752			19,504			24,468
Deferred credits
Power supply derivative liability		26,610			24,560			22,821
Accumulated deferred income taxes		31,100			30,499			32,223
Unamortized investment tax credits		2,422			2,710			2,564
Pine Street Barge Canal cleanup liability		6,245			6,649			6,458
Accumulated cost of removal		20,750			21,907			19,806
Deferred compensation		8,761			8,629			8,872
Other regulatory liabilities		4,916			6,430			4,012
Other deferred liabilities		12,729			7,303			11,150
Total deferred credits		113,533			108,687			107,906
COMMITMENTS AND CONTINGENCIES, Note 3
Non-utility
Net liabilities of discontinued segment		2,173			2,079			2,171
Total non-utility liabilities		2,173			2,079			2,171
Total capitalization and liabilities	$	344,270		$	332,197		$	341,619
The accompanying notes are an integral part of these consolidated financial statements.

	Unaudited
Consolidated Statements of Retained Earnings	Three Months Ended						Six Months Ended
	June 30						June 30
In thousands	2005			2004			2005			2004
Balance - beginning of period	$	31,577		$	25,406		$	29,889		$	22,786
Net Income		2,381			1,782			5,361			5,515
Other adjustments		-			-			-			-
Cash Dividends-common stock		(1,301	)		(1,117	)		(2,593	)		(2,230	)
Balance - end of period	$	32,657		$	26,071		$	32,657		$	26,071
The accompanying notes are an integral part of these consolidated financial statements.

GREEN MOUNTAIN POWER CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2005

Part I — ITEM 1

1.SIGNIFICANT ACCOUNTING POLICIES

It is our opinion that the financial information contained in this report reflects all normal, recurring adjustments necessary to present a fair statement of results for the periods reported, but such results are not necessarily indicative of results to be expected for the year due to the seasonal nature of our business and include other adjustments discussed elsewhere in this report necessary to reflect fairly the results of the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. However, the disclosures herein, when read with the Green Mountain Power Corporation (the "Company" or "GMP") annual report for 2004 filed on Form 10-K, are adequate to make the information presented not misleading. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect assets and liabilities, and revenues and expenses. Actual results could differ from such estimates.

Regulatory Accounting. The Company's utility operations, including accounting records, rates, operations and certain other practices of its electric utility business, are subject to the regulatory authority of the Federal Energy Regulatory Commission ("FERC") and the Vermont Public Service Board ("VPSB"). The Vermont Department of Public Service ("DPS" or the "Department") is the public advocate for utility customers.

The accompanying consolidated financial statements conform to accounting principles generally accepted in the United States of America applicable to rate-regulated enterprises in accordance with Statement of Financial Accounting Standards No. ("SFAS") 71 ("SFAS 71"), "Accounting for Certain Types of Regulation." Under SFAS 71, the Company accounts for certain transactions in accordance with permitted regulatory treatment. As such, regulators may permit incurred costs, typically treated as expenses by unregulated entities, to be deferred and expensed in future periods when recovered in future revenues. Regulators may also require benefits to be deferred as regulatory liabilities, pending future rate proceedings.

Revenues. The VPSB sets the rates we charge our customers for their electricity. In periods prior to April 2001, we charged our customers higher rates for billing cycles in December through March and lower rates for the remaining months. These were called seasonally differentiated rates. Seasonal rates were eliminated in April 2001, and generated approximately $8.5 million of revenues deferred in 2001 pursuant to VPSB order (the "Deferred Revenues"), of which $3.0 million, $1.1 million and $4.5 million were recognized during 2004, 2003 and 2002, respectively. At December 31, 2004, the Company had recognized all the Deferred Revenues.

Electricity sales to customers are based on monthly meter readings. Estimated unbilled revenues are recorded at the end of each monthly accounting period. In order to determine unbilled revenues, the Company makes various estimates including 1) energy generated, purchased and resold, 2) losses of energy over transmission and distribution lines, 3) kilowatt-hour usage by retail customer mix (residential, small commercial and industrial), and 4) average retail customer pricing rates.

The Company recognizes revenues from sales of utility construction and other services in retail revenues. To the extent that these revenues arise under long-term contracts, the Company records revenues and net income using the percentage of contract completion method.

Benefit Plans. The Company sponsors several qualified and nonqualified pension plans and other post-employment benefit plans covering current and former employees who meet certain eligibility criteria. The assumptions used to calculate the cost and obligations associated with these plans are determined on January 1 for the upcoming year. These assumptions are disclosed in the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2004 (the "Form 10-K"). The Company expects to contribute approximately $2.0 million to its benefit plans in 2005. During the six months ended June 30, 2005, GMP contributed $900,000 to its benefit plans.

	Three Months Ended						Six Months Ended
Qualified Pension and Supplemental Pension Plans	June 30						June 30
In thousands	2005			2004			2005			2004
Service cost	$ 256			$ 281			$ 512			562
Interest cost	588			573			1,176			1,145
Expected return on plan assets	(603)			(571)			(1,206)			(1,143)
Amortization of transition asset	-			-			-			-
Amortization of prior service cost		52			51			104			103
Amortization of the transition obligation		-			-			-			-
Recognized net actuarial gain		55			67			110			134
Net periodic pension benefit cost	$	348		$	400		$	696		$	800
		Three Months Ended						Six Months Ended
Other Postretirement Benefit Plan		June 30						June 30
In thousands		2005			2004			2005			2004
Service cost	$	77		$	84		$	154		$	168
Interest cost		267			291			534			583
Expected return on plan assets		(236	)		(214	)		(472	)		(429	)
Amortization of transition asset		-			-			-			-
Amortization of prior service cost		(59	)		(60	)		(118	)		(120	)
Amortization of the transition obligation		83			82			166			164
Recognized net actuarial gain		56			85			112			169
Net periodic other postretirement benefit cost	$	188		$	268		$	376		$	535

The Company maintains a 401(k) Savings Plan for substantially all employees. This savings plan provides for employee contributions up to specified limits. The Company matches employee pre-tax contributions up to 4 percent, and contributes an additional one-half percent each year made on a non-matching basis, of eligible compensation. The additional half percent contribution was added effective January 2004. The Company match is immediately vested. The Company's matching and non-matching contributions for the second quarter of 2005 and 2004 were $142,000 and $115,000, respectively. The Company's matching and non-matching contributions for the first six months of 2005 and 2004 were $242,000 and $220,000, respectively.

Reclassification. The Company changed the classification of certain previously reported amounts in the accompanying balance sheet and cash flow statement as of June 30, 2004 to correct immaterial errors related to the accounting for income taxes. The effect of the changes was to decrease accumulated deferred income taxes by $4.0 million, increase other deferred credits by $3.4 million, and increase net liabilities of a discontinued segment by approximately $600,000. We reclassified certain items on the cash flow statement and the balance sheet at and for the six months ended June 30, 2004 to provide additional detail and for consistent presentation with the current year.

Earnings Per Share. Basic earnings per share ("EPS") is calculated by dividing net income, by the weighted-average common shares outstanding for the period. Diluted EPS reflects the impact of the issuance of common shares for all potential dilutive common shares outstanding during the period, including stock options.

Reconciliation of income and shares used in	Three months ended				Six months ended
computing fully diluted earnings per share	June 30				June 30
In thousands		2005		2004		2005		2004
Net income applicable to common stock	$	2,381	$	1,782	$	5,361	$	5,515
Weighted average number of common shares-basic		5,186		5,072		5,173		5,058
Dilutive effect of stock options		85		156		88		161
Weighted average number of common shares-diluted		5,271		5,228		5,261		5,219

The Company adopted the prospective method of accounting for stock-based compensation under SFAS 148 beginning January 1, 2003. The information presented below has been determined as if the Company accounted for all past employee and director stock options under the fair value method.

	Three months ended				Six Months Ended
Pro-forma net income	June 30				June 30
		2005		2004		2005		2004
In thousands, except per share amounts
Net income reported	$	2,381	$	1,782	$	5,361	$	5,515
Pro-forma net income		2,381		1,762		5,361		5,474
Earnings per share
As reported-basic	$	0.46	$	0.35	$	1.04	$	1.09
Pro-forma basic		0.46		0.35		1.04		1.08
As reported-diluted		0.45		0.34		1.02		1.06
Pro-forma diluted		0.45		0.34		1.02		1.05

Unregulated operations.Our wholly owned subsidiaries include GMP Real Estate Corporation and Green Mountain Power Investment Company ("GMPIC"). Green Mountain Resources, Inc. and Green Mountain Propane Gas Company Limited were dissolved in March and May 2004, respectively, with no gain or loss resulting from dissolution. We also have a rental water heater program that is not regulated by the VPSB. The results of these subsidiaries, and the Company’s unregulated rental water heater program, are included in equity in earnings of affiliates and non-utility operations in the Other Income (Deductions) section of the Consolidated Statements of Income.

Discontinued Operations. The Company accounts for its wholly-owned subsidiary, Northern Water Resources, Inc. ("NWR"), as a discontinued operation. NWR's assets and liabilities consist primarily of deferred tax assets and liabilities relating to a number of investments that the company has discontinued, inactivated, sold in part or retains as passive minority interests. Remaining holdings include a minority equity investment in a wind project that usually, but not always, generates tax losses; a minority interest in a manufacturer of waste treatment equipment; and non-performing loans. Substantially all of NWR's investments have been written off, except for associated deferred tax amounts, net of applicable valuation allowances.

2. INVESTMENT IN ASSOCIATED COMPANIES

We recognize net income from our affiliates (companies in which we have ownership interests) listed below based on our percentage ownership (equity method).

Vermont Yankee Nuclear Power Corporation ("VYNPC")

Percent ownership: 33.6% common

Summarized unaudited financial information for VYNPC follows:

	Three Months Ended				Six Months Ended
	June 30				June 30
In thousands	2005		2004		2005		2004
Gross Revenue	$ 40,960		$ 25,051		$ 83,309		$ 74,197
Net Income Applicable		180		128		342		271
to Common Stock
Equity in Net Income		61		43		115		91
Amounts due to VYNPC at June 30		n/a		n/a		2,205		1,868

Entergy Nuclear Vermont Yankee, LLC ("ENVY"), the owner of the Vermont Yankee Nuclear Plant, has announced that, under current operating parameters, it will exhaust the capacity of its existing nuclear waste storage pool in 2007 or 2008 and will need to store nuclear waste in so-called "dry fuel storage" facilities to be constructed on the site. Current Vermont law requires ENVY to obtain approval of the Vermont State legislature, in addition to VPSB approval, to construct and use such dry fuel storage facilities. The Vermont legislature passed a bill in June 2005 allowing ENVY to apply for dry fuel storage permission from the VPSB. The bill was signed into law in June and ENVY subsequently applied for VPSB approval. VPSB hearings are expected to be conducted over an extended period of time.

If ENVY fails to obtain VPSB approval, ENVY could be required to shut down the Vermont Yankee plant. If the Vermont Yankee plant is shut down, we would have to acquire substitute base load power resources, comprising approximately 35 percent of our estimated total power supply needs. At currently projected market prices, we estimate the annual incremental cost (in excess of the projected costs of power under our power supply contract for output from the Vermont Yankee facility) would be approximately $27 million annually. Recovery of those increased costs in rates would require a rate increase of approximately thirteen percent.

On June 18, 2004, a fire in the electrical conduits leading to a transformer outside the Vermont Yankee plant resulted in a shutdown of the plant. The outage ended on July 7, 2004. In response to the Company's request, the VPSB issued a final accounting order allowing the Company to defer its incremental replacement power costs during the outage totaling approximately $500,000. The order also instructs the Company to apply any proceeds received under a Ratepayer Protection Proposal ("RPP") to reduce the balance of deferred replacement power costs.

The RPP was part of ENVY's request to uprate or increase the output of the Vermont Yankee plant that was approved by the VPSB. Under the RPP, we have indemnification rights to between approximately $550,000 and $1.6 million to recover uprate-related reductions in output for the three-year period beginning in May 2004 and ending after completion of the uprate (or a maximum of three years), depending on future wholesale energy market prices. The Company and ENVY dispute whether the fire was uprate-related, and therefore whether the associated outage is subject to indemnification under the RPP. The Company has petitioned the VPSB to resolve the dispute.

Vermont Electric Power Company, Inc. ("VELCO")

Percent ownership:29.2% common

                                     30.0% preferred

VELCO and its wholly-owned subsidiary, Vermont Electric Transmission Company, own and operate the transmission system in Vermont over which bulk power is delivered to all electric utilities in the state. The Company plans to make capital investments of up to $30 million in VELCO through 2009 in support of various transmission projects, including a $4.6 million investment made in the last quarter of 2004.

Summarized unaudited financial information for VELCO is as follows:

	Three Months Ended				Six Months Ended
	June 30				June 30
In thousands	2005		2004		2005		2004
Gross Revenue	$ 7,524		$ 6,543		$ 15,506		$ 12,876
Net Income	744		308		1,474		618
Equity in Net Income		218		85		428		131
Amounts due to VELCO at June 30		n/a		n/a		3,799		3,504

The cost of transmission services provided by VELCO included in the Company's transmission expenses in the accompanying Consolidated Statements of Income amounted to $948,000 and $2.1 million in the second quarter and first six months of 2005, respectively, compared with $1.5 million and $2.7 million in the second quarter and first half of 2004, respectively.

3. COMMITMENTS AND CONTINGENCIES

Environmental Matters

The electric industry typically uses or generates a range of potentially hazardous products in its operations. We must meet various land, water, air and aesthetic requirements as administered by local, state and federal regulatory agencies. We believe that we are in substantial compliance with these requirements, and that there are no outstanding material complaints about our compliance with present environmental protection regulations, except as described below under the caption "Pine Street Barge Canal Superfund Site."

Pine Street Barge Canal Superfund Site - In 1999, the Company entered into a United States District Court Consent Decree constituting a final settlement with the United States Environmental Protection Agency ("EPA"), the State of Vermont and numerous other parties of claims relating to a federal Superfund site in Burlington, Vermont, known as the "Pine Street Barge Canal." We have estimated total future costs of the Company’s future obligations under the consent decree to be approximately $6.2 million. The estimated liability is not discounted, and it is possible that our estimate of future costs could change by a material amount. We have recorded a regulatory asset of $13.1 million to reflect unrecovered past and future Pine Street costs. Pursuant to the Company’s 2003 Rate Plan approved by the VPSB, the Company has begun to amortize past unrecovered costs in 2005. The Company will amortize the full amount of incurred costs over 20 years without a return. The amortization is expected to be allowed in future rates, without disallowance or adjustment, until fully amortized.

Rates - Management believes that fair regulatory treatment, including adequate and timely rate relief, is required to maintain the Company's financial strength.

Retail Rate Cases - On December 22, 2003, the VPSB approved our 2003 Rate Plan, jointly proposed by the Company and the Department. The 2003 Rate Plan covers the period from 2003 through 2006 and includes the following principal elements:

·   The Company’s rates remained unchanged through 2004. The 2003 Rate Plan allows the Company to raise rates 1.9 percent, effective January 1, 2005, and an additional 0.9 percent, effective January 1, 2006, if the increases are supported by cost of service schedules submitted 60 days prior to the effective dates. We submitted a cost of service schedule supporting the 1.9 percent rate increase for 2005, and in accordance with the plan, the increase became effective on January 1, 2005. If the Company’s cost of service filing for 2006 established that a rate increase of less than 0.9 percent is required for the Company to meet its revenue requirements, the Company would implement the lesser rate increase. The VPSB retains the discretion to open an investigation of the Company’s rates at any time, at the request of the DPS, the request of ratepayers, or on its own volition. Certain ratepayers requested the VPSB to open such an investigation in connection with the Company’s 1.9 percent rate increase for 2005. The VPSB granted the request in December 2004, and then, at our request, closed and terminated its investigation in January 2005, with no adverse impact on the Company’s rates.

·   The Company may seek additional rate increases in extraordinary circumstances, such as severe storm repair costs, natural disasters, extended unanticipated unit outages, or significant losses of customer load.

·   The Company’s annual allowed return on equity is 10.5 percent for the period January 1, 2003 through December 31, 2006. During the same period, the Company’s earnings on core utility operations are capped at 10.5 percent. The Company did not experience excess earnings in 2004. If excess earnings are recorded in 2005 or 2006, they will be refunded to customers as a credit on customer bills or applied to reduce regulatory assets, as the Department directs.

·   The Company carried forward into 2004 $3.0 million in Deferred Revenue remaining at December 31, 2003, from a previous VPSB order. These revenues were applied in 2004 to offset increased costs.

·   The Company has begun to amortize (recover) certain regulatory assets, including Pine Street Barge Canal environmental site costs and past demand-side management program costs, beginning in January 2005, with those amortizations to be allowed in future rates. Pine Street costs will be recovered over a twenty-year period without a return.

Other Regulatory Matters

On March 29, 2005, the VPSB issued its Order in a retail rate proceeding filed by Central Vermont Public Service Corporation (“CVPS”), the largest Vermont electric utility. The CVPS Order included a determination that CVPS should calculate its utility earnings under a voluntary earnings cap, to which CVPS had previously agreed, using a new ratemaking methodology. The VPSB required CVPS to recalculate its earnings cap retroactively to 2001, after removing expenses and assets that would not be included in its cost of service or rate base. Under the 2003 Rate Plan, GMP calculated its earnings cap in 2003 in the same manner as CVPS. GMP does not have substantial net assets on its balance sheet that would normally be excluded from rate base. We have also calculated, and submitted to the DPS, earnings cap calculations for 2003 and 2004 applying the methodology ordered by the VPSB in the CVPS rate case. The calculations indicate that the Company did not exceed its earnings cap in 2003 and 2004 under either calculation method.

The CVPS Order also provided CVPS with an allowed rate of return of 10 percent as compared with the 10.5 percent return on equity allowed in our 2003 Rate Plan. The CVPS Order found that CVPS's risk profile differs from GMP's in several ways, including the absence of significant customer concentration risk, cost of capital and other considerations.

Power Supply Risks and Contingencies

All of the Company’s power supply contract costs are currently being recovered through rates approved by the VPSB. The Company’s most significant power supply contracts are the Hydro Quebec Vermont Joint Owners ("VJO") Contract (the "VJO Contract") and the VYNPC Contract, which together supply approximately 70 percent of our retail load. The Company has a contract with Morgan Stanley Capital Group, Inc. (the "Morgan Stanley Contract"), that we estimate supplies approximately 16 percent of our load.

We expect approximately 90 percent of our estimated load requirements through 2006 to be met by our contracts and generation and other power supply resources. These contracts and resources significantly reduce the Company's exposure to volatility in wholesale energy market prices.

There are uncertainties regarding risks of delivery under various contracts that the Company relies upon to satisfy customer demand for electricity. If the Company’s entitlements for electricity are not realized due to delivery risks, the exercise of options that reduce our entitlements under certain contracts, or for other reasons, then the Company would purchase replacement energy and be subject to volatile energy prices that exist in the wholesale markets that could materially affect our operating results and financial condition.

Our outage risks are generally a function of how much energy we receive from a particular source, the price of energy received from that source, whether the energy is unrelated to any specific operating plant (low-risk system power) or is dependent upon a particular power plant operating (high-risk), and the dependability of the transmission delivery system for that source. Counterparty credit quality also impacts risk. The Company's most significant power supply contract counterparties and certain associated risk attributes are summarized in the following table:

Contract	Counterparty	Investment Grade	System Power or Plant	Approximate Percent Load	Approximate Amount $ Per MWh
VYNPC	ENVY (through VYNPC)	Yes	VY Plant	35 - 40%	$40
VJO	Hydro Quebec	Yes	System Power	30 - 35%	$70
Morgan Stanley	Morgan Stanley	Yes	System Power	16%	Confidential*

*Morgan Stanley Contract terms are subject to a confidentiality agreement.

See further discussion of the Company's power supply commitments and risk under Part I, Item 3, Management's Discussion and Analysis.

Competition

The Town of Rockingham, Vermont, located in the southeastern portion of our service territory, has exercised an option to purchase a hydro-electric facility partially located in the town (the "Bellows Falls facility"). If Rockingham, or its assignee, is successful in arranging for purchase of the Bellows Falls facility, we expect to conclude an agreement to permit Rockingham to be responsible for its own power supply needs, with the Company providing distribution and other services to the town’s electric department. On July 12, 2005, Rockingham voters rejected their option to purchase the Bellows Falls facility. A group of residents has petitioned the town for a revote on the issue. The Company does not expect the outcome of this matter to have a material adverse effect on its operating results or financial condition.

Other Legal Matters

In 2002, the owners of property along the shoreline of Joe's Pond, an impoundment located in Danville, Vermont, created by the Company's West Danville hydro-electric generating facility, filed an inquiry with the VPSB seeking review of certain dam improvements made by the Company in 1995, alleging that the Company did not obtain all necessary regulatory approvals for the 1995 improvements and that the Company's improvements and subsequent operation of the dam have caused flooding of the shoreline and property damage. The Company received VPSB approval for, and has made additional dam improvements at, the facility. The VPSB has pending a regulatory proceeding to determine whether to impose regulatory penalties in connection with the 1995 dam improvements. The Company and the DPS have stipulated to a penalty amount of $50,000. The stipulation was approved by the VPSB on July 20, 2005. In addition, numerous owners of shoreline property on Joe's Pond have filed a lawsuit in Vermont superior court seeking damages for property damage allegedly caused by the Company's negligent conduct in making dam improvements and operating the dam facilities. The Company is defending against these claims. The Company does not expect the litigation to result in a material adverse effect on its operating results or financial condition.

4. DERIVATIVE INSTRUMENTS

The Company utilizes derivative instruments primarily to reduce power supply risk. The Company does not hold derivative trading positions. The Company has continued to record expense related to derivatives in the period settled consistent with an accounting order issued by the VPSB which allows for changes in fair values of derivatives to be recorded as regulatory assets or liabilities.

SFAS 133, as amended, establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded on the balance sheet as either an asset or liability measured at its fair value.

We currently have an agreement (the "9701 agreement") that grants Hydro Quebec an option to call power at prices below current and estimated future market rates. This agreement is a derivative and is effective through 2015.

The Morgan Stanley Contract is used to hedge against increases in fossil fuel prices. The Morgan Stanley Contract is a derivative and expires December 31, 2006.

At June 30, 2005, the Company had a power supply derivative liability recorded in deferred credits of $26.6 million reflecting the fair value of the 9701 agreement, and a power supply derivative asset of $12.0 million, reflecting the fair value of the Morgan Stanley Contract. A corresponding net regulatory asset of $14.6 million is also recorded in deferred charges. At December 31, 2004, the Company had a liability of $22.8 million, reflecting the fair value of the 9701 agreement, and an asset of $10.7 million, reflecting the fair value of the Morgan Stanley Contract. A corresponding net regulatory asset of $12.1 million was also recorded. The Company believes that the net regulatory asset is probable of recovery in future rates. The net regulatory asset is based on current estimates of future market prices that are likely to change by material amounts.

If a derivative instrument were terminated early because it is probable that a transaction or forecasted transaction will not occur, any gain or loss would be recognized in earnings immediately. For derivatives held to maturity, the earnings impact would be recorded in the period that the derivative is sold or matures.

5.SEGMENTS AND RELATED INFORMATION

The Company's electric utility operation is its only operating segment. The electric utility is engaged in the procurement, generation, distribution and sale of electrical energy in the State of Vermont and also reports the results of its wholly owned subsidiaries (GMPIC and GMP Real Estate) and the rental water heater program as a separate line item in the Other Income section in the Consolidated Statement of Income.

6. NEW ACCOUNTING STANDARDS

On May 19, 2004, the FASB issued FASB Staff Position No. FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003," (the "Act") which requires employers to provide certain disclosures regarding the effect of the federal subsidy provided by the Act. The effect of the federal subsidy under the Act, accounted for as an actuarial gain, resulted in a reduction of $3.5 million to the Company's accumulated postretirement benefit obligation at December 31, 2004, and is expected to reduce net periodic cost by approximately $368,000 in 2005.

In December 2004, the FASB issued a revision to SFAS No. 123R, "Share-Based Payments," which replaces SFAS No. 123, "Accounting for Stock-Based Compensation." The revision determines how the Company will measure the cost of employee services received in exchange for share-based payments. The cost of share-based payments will be based on the grant date fair value of the award. The guidance is effective for the Company as of the beginning of 2006. The Company has not yet determined what the impact of this new standard will be on its financial position or results of operations.

In December 2004, the FASB issued FASB Staff Position 109-1 ("FSP 109-1"), which was effective upon issuance, to provide guidance of the application of SFAS No. 109, "Accounting for Income Taxes" ("SFAS 109"), to the provision within the American Jobs Creation Act of 2004 ("Jobs Act") that provides a tax deduction on qualified production activities. The Jobs Act includes a tax deduction of up to 9 percent (when fully phased-in) of the lesser of (a) "qualified production activities income," as defined in the Jobs Act, or (b) taxable income (after the deduction for the utilization of any net operating loss carryforwards). The tax deduction is limited to 50 percent of W-2 wages paid by the taxpayer. FSP 109-1 clarifies that the manufacturer's deduction provided for under the Jobs Act should be accounted for as a special deduction in accordance with SFAS 109 and not as a tax rate reduction. The adoption of FSB 109-1 had no impact on the Company's financial statements in 2004. The Company estimates that in 2005 earnings will benefit by approximately $0.03 per share as a result of the Jobs Act.

In March 2005, the FASB issued FASB Interpretation No. 47 ("FIN 47") Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB 143, Accounting for Asset Retirement Obligations. FIN 47 clarifies that the term conditional asset retirement obligation as used in FASB 143 refers to a legal obligation to perform an asset retirement activity in which the timing or method of settlement is conditional on a future event that may or may not be within the control of the reporting entity. An entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated, and should be recognized when incurred. FIN 47 is effective for the Company in 2005. The Company has not yet determined what the impact of this new standard will be on its financial position or results of operations.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”, a replacement of APB Opinion No. 20 and FASB Statement No. 3. This statement applies to voluntary changes in accounting principle and requires retrospective application to prior period final statements, unless impracticable to determine. The statement is a result of a broader effort by the FASB to improve comparability of financial reporting between US and international accounting standards. The Company does not expect this standard to have any material impact on its results of operations or its financial condition.

GREEN MOUNTAIN POWER CORPORATION

Part I — ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

June 30, 2005

Executive Overview -- Green Mountain Power Corporation (the "Company") generates virtually all of its earnings from retail electricity sales. Our retail electricity sales typically grow at an average annual rate of between one and two percent, about average for most electric utility companies in New England. Wholesale revenues have relatively minor impact on our operating results and financial condition. The Company is regulated and cannot adjust prices of retail electricity sales without regulatory approval from the Vermont Public Service Board ("VPSB").

Fair regulatory treatment is fundamental to maintaining the Company’s financial stability. Rates must be set at levels to recover costs, including a market rate of return to equity and debt holders in order to attract capital. In December 2003, the Company received approval from the VPSB of a new rate plan covering the period 2003 through 2006 (the "2003 Rate Plan"), which sets rates at levels the Company believes will provide improved opportunities to recover costs and to earn its allowed rate of return. In accordance with the 2003 Rate Plan, the VPSB approved, and the Company implemented, a 1.9 percent rate increase, effective January 1, 2005. The 2003 Rate Plan also provides for an additional 0.9 percent increase effective January 1, 2006, subject to the Company's need for such increase. The 2003 Rate Plan is summarized in more detail in Part I, Item 1, Note 3 "Retail Rate Cases". The VPSB’s January 2001 rate order (the "2001 Settlement Order") allowed the Company to defer revenues of approximately $8.5 million (the “Deferred Revenues”), generated by leveling winter/summer rates during 2001, to help offset costs and realize our allowed rate of return during the 2001-2003 period. The 2003 Rate Plan permitted us to continue to defer and recognize these revenues in 2004. We recognized approximately $3.0 million of the Deferred Revenues in 2004, compared with approximately $1.1 and $4.5 million recognized in 2003 and 2002, respectively. At December 31, 2004, the Company has recognized all the Deferred Revenues.

Power supply expenses were equivalent to approximately 59 percent of total revenues in the second quarter of 2005. The Company’s need to seek rate increases from its customers frequently moves in tandem with increases in our power supply costs. We have entered into long-term power supply contracts for most of our energy needs. All of our power supply contract costs are currently included in the rates we charge our customers.

Company forecasts presently indicate the need for a rate increase of between 8 and 9 percent in 2007 to achieve our allowed rate of return, caused principally by forecasted higher replacement energy costs for the Company's power supply contract with Morgan Stanley Capital Group, Inc. that ends on December 31, 2006, and a forecasted increase in transmission expense. The Company is exploring alternatives designed to mitigate the magnitude of this potential rate increase, including alternative regulation and power supply contract options. The Company expects other Vermont utilities to experience similar cost pressures in light of current market prices.

Growth opportunities beyond the Company’s normal investment in its infrastructure include a planned increase in our equity investment in Vermont Electric Power Company, Inc. ("VELCO") and a planned increase in sales of utility services.

In this section, we explain the general financial condition and the results of operations for the Company and its subsidiaries. This explanation includes:

·   factors that affect our business;

·   our earnings and costs in the periods presented and why they changed between periods;

·   the source of our earnings;

·   our expenditures for capital projects and what we expect they will be in the future;

·   where we expect to get cash for future capital expenditures; and

·   how all of the above affect our overall financial condition.

Management believes its most critical accounting policies include the timing of expense and revenue recognition under the regulatory accounting framework within which we operate; the manner in which we account for certain power supply arrangements that qualify as derivatives; the assumptions that we make regarding defined benefit plans and contingency reserves; and revenue recognition, particularly as it relates to unbilled and deferred revenues. These accounting policies, among others, affect the Company's significant judgments and estimates used in the preparation of its consolidated financial statements.

There are statements in this section that contain projections or estimates that are considered to be "forward-looking" as defined by the Securities and Exchange Commission (the "SEC"). In these statements, you may find words such as believes, expects, plans, or similar words. These statements are not guarantees of our future performance. There are risks, uncertainties and other factors that could cause actual results to be different from those projected. Some of the reasons the results may be different include:

·   regulatory and judicial decisions or legislation

·   changes in regional market and transmission rules

·   energy supply and demand and pricing

·   contractual commitments

·   availability, terms, and use of capital

·   general economic and business environment

·   changes in technology

·   nuclear and environmental issues

·   industry restructuring and cost recovery (including stranded costs)

·   weather

·   performance of equity investments in pension assets

We address these items in more detail below.

These forward-looking statements represent our estimates and assumptions only as of the date of this report.

As you read this section it may be helpful to refer to the consolidated financial statements and notes in Part I - ITEM 1.

RESULTS OF OPERATIONS

Earnings Summary - Overview

In this section, we discuss our earnings and the principal factors affecting them.

Total basic earnings per share of Common Stock	Three months ended				Six months ended
	June 30				June 30
	2005		2004		2005		2004
Utility business	$ 0.45		$ 0.32		$ 1.02		$ 1.03
Unregulated businesses	0.01		0.03		0.02		0.06
Earnings per share of common stock	$ 0.46		$ 0.35		1.04		1.09
Basic earnings per share	$	0.46	$	0.35	$	1.04	$	1.09
Diluted earnings per share	$	0.45	$	0.34	$	1.02	$	1.06

Operating Results

The Company recorded diluted earnings per share of $0.45 in the quarter ended June 30, 2005, compared with diluted earnings per share of $0.34 in the same quarter of 2004. Earnings increased in the second quarter of 2005 compared with the same period last year principally because power supply expenses declined for the period while retail sales of electricity increased. Increased other operating, transmission, depreciation and amortization expenses and lower other income partially offset the increased margins from the sale of electricity in the second quarter of 2005, compared with the same period last year.

Retail revenues for the second quarter of 2005 increased by $1.9 million over the comparable 2004 period, reflecting increased sales of electricity. Total retail megawatt hour sales of electricity increased 1.6 percent in the second quarter of 2005, compared with the same period in 2004, primarily as a result of an increase in residential and small commercial and industrial sales of 3.7 percent and 3.2 percent, respectively. These increases were partially offset by a 1.7 percent decrease in sales to large commercial and industrial customers during the second quarter of 2005. The retail sales increase was principally due to warmer weather in June 2005 and customer growth.

In the second quarter of 2005, power supply expenses decreased $2.6 million compared with the second quarter of 2004, primarily due to a $1.8 million decrease in purchases of electricity for resale, increased deliveries of energy under one of our power supply contracts and lower unit prices under our contract to purchase energy from the Vermont Yankee nuclear power plant, offset in part by higher expenses to meet increased customer demand for electricity.

Other operating expenses increased by approximately $596,000 in the second quarter of 2005 compared with the same period of 2004 due primarily to increased expenses associated with the sale of utility services and regulatory expenses.

Transmission expenses increased by approximately $430,000, reducing earnings per share by $0.05 in the second quarter of 2005, compared with the same period last year, reflecting an increase in charges allocated for system support in New England by ISO New England, the regional transmission organization and additional transmission investment by VELCO, which owns and operates transmission systems in Vermont for all Vermont utilities.

Other income (deductions), net, decreased by approximately $291,000 or $0.04 per share in the second quarter of 2005, compared with the same period last year, reflecting sales of non-utility property in 2004.

Depreciation and amortization expenses increased by approximately $270,000 or $0.03 per share in the second quarter of 2005 as a result of increased investment in utility plant and increased amortization of regulatory assets, when compared with the same period during 2004.

The Company recorded diluted earnings per share of $1.02 for the six months ended June 30, 2005, compared with diluted earnings of $1.06 per share in the same period last year. Earnings decreased in 2005 principally because of increased transmission expenses, other operating expenses, and depreciation and amortization expenses. These increases in expenses more than offset the benefits of decreased power supply expenses and increased retail sales of electricity.

Transmission expenses increased by approximately $893,000 in the first half of 2005 compared with the same period last year, reflecting an increase in charges allocated for system support in New England by ISO New England and additional transmission investment by VELCO.

   Other operating expenses increased by approximately $727,000 in the six months of 2005 compared with the same period of 2004 due primarily to increased expenses associated with the sale of utility services and regulatory expenses.

 Depreciation and amortization expenses increased by approximately $557,000 in the first six months of 2005 as a result of increased investment in utility plant and increased amortization of regulatory assets, when compared with the same period during 2004.

During the six month period ended June 30, 2004, the Company reversed operating reserves totaling approximately $700,000, based upon management’s assessment that the contingencies reserved for were no longer probable of occurring.

OPERATING REVENUES AND MWh SALES

Our revenues from operations, megawatt hour ("MWh") sales and average number of customers for the three months ended June 30, 2005 and 2004 are summarized below:

	Three months ended				Six months ended
	June 30				June 30
Dollars in thousands	2005		2004		2005		2004
Operating revenues
Retail	$	50,871	$	49,008	$	105,291	$	103,613
Sales for Resale		4,018		5,860		7,846		14,778
Total Operating Revenues	$	54,889	$	54,868	$	113,137	$	118,391
MWh Sales-Retail		467,020		459,796		983,042		977,027
MWh Sales for Resale		69,066		107,919		134,878		253,620
Total MWh Sales		536,086		567,715		1,117,920		1,230,647

Average Number of Customers
	Three months ended		Six months ended
	June 30		June 30
	2005	2004	2005	2004
Residential	76,316	75,253	75,907	75,341
Commercial and Industrial	13,658	13,480	13,643	13,476
Other	62	62	62	62
Total Number of Customers	90,036	88,795	89,612	88,879

Revenues

Total operating revenues in the second quarter of 2005 were essentially unchanged from the same period in 2004, because an increase in retail revenues of $1.9 million was offset by a decrease in wholesale revenues of $1.8 million. Wholesale purchases of energy decreased by a similar amount. The Company does not expect the reduction in wholesale revenues to adversely affect the Company's 2005 earnings since most of the Company's earnings result from retail sales of electricity.

Retail operating revenues for the second quarter of 2005 increased $1.9 million or 3.8 percent compared with the same period in 2004, reflecting increased revenues resulting from a 1.9 percent rate increase under the 2003 Rate Plan, an increase in our total number of customers and warmer weather. This increase was substantially offset by a $742,000 decrease in the recognition of revenues deferred under the 2001 Settlement Order. Total retail megawatt hour sales of electricity increased by 1.6 percent in the second quarter of 2005, compared with the same period in 2004. Sales to residential and small commercial and industrial customers increased by 3.7 percent and 3.2 percent, respectively, while sales to large commercial and industrial customers declined by 1.7 percent, when comparing the second quarter of 2005 to the same period in 2004. We believe that much of the increase in residential and small commercial and industrial consumption was related to warmer than normal weather in June 2005 and growth in the number of customers served. Retail operating revenues also increased $450,000 from the reversal of an operating reserve.

The Company recognizes revenues from sales of utility construction services in retail revenues. Revenues from these activities amounted to $709,000 in the second quarter of 2005 compared with $189,000 in the same period last year. Revenues from these activities are expected to increase to $5 million during 2005 as compared to $1.9 million in 2004.

Retail operating revenues increased $1.7 million during the first six months of 2005, compared with the same period of 2004, reflecting an increase of $1.8 million or 2.9 percent in commercial and industrial revenues during the same comparative periods, and an increase of approximately $687,000 or 1.7 percent in revenues from residential customers, offset by a $1.5 million decrease in the recognition of the Deferred Revenues.

Total retail MWh sales of electricity in the first half of 2005 increased 0.6 percent when compared with the first half of 2004, primarily as a result of an increase in commercial and industrial sales of 1.0 percent and a decrease of 0.2 percent in residential sales.

Wholesale revenues decreased $6.9 million or 46.9 percent during the first six months of 2005, compared with the same period in 2004, as a result of reduced market sales and sales under the Morgan Stanley Contract.

Customer Concentration Risk

The Company’s major industrial customer, International Business Machines ("IBM"), accounted for 16.4 percent, 16.4 percent and 16.6 percent of retail revenue for 2005 year to date, 2004 and 2003, respectively. The Company currently estimates, based on a number of projected variables, the retail rate increase required from all retail customers by a hypothetical shutdown of the IBM facility to be approximately five percent, inclusive of projected related declines in sales to residential and commercial customers.

OPERATING EXPENSES

Power supply expenses

Power supply expenses decreased $2.6 million or 7.4 percent in the second quarter of 2005 compared with the same period in 2004, primarily as a result of an estimated $1.8 million decline in wholesale purchases for resale, increased deliveries of lower priced energy under our contract with Hydro Quebec and lower unit prices under our contract to purchase energy from VYNPC, partially offset by increased expenses to meet growth in retail customer demand for electricity. Energy prices under our contracts with Hydro Quebec and VYNPC are significantly less than replacement market prices.

Power supply expenses from VYNPC increased $4.1 million or 89.3 percent during the second quarter of 2005 compared with the same period of 2004, primarily due to outages in 2004 at the Vermont Yankee nuclear power plant.

Company-owned generation expenses decreased $93,000 or 7.7 percent in the second quarter of 2005 compared with the same period in 2004, primarily due to decreased production at peak generation facilities. Peak generation facilities are run only to maintain system reliability or when wholesale energy prices are extremely high.

The cost of power that we purchased from other companies decreased $6.6 million or 22.8 percent in the second quarter of 2005 compared with the same period in 2004, primarily due to increased energy received under our contracts with Hydro-Quebec and VYNPC and reduced wholesale purchases for resale.

Power supply expenses decreased $7.4 million or 9.9 percent in the first half of 2005 compared with the same period in 2004, primarily as a result of a$6.9 million decline in wholesale sales of electricity.

Power supply expenses from VYNPC increased $2.8 million or 19.4 percent during the first half of 2005 compared with the same period of 2004, primarily due to an increase in energy provided under the Power Purchase Agreement between VYNPC and ENVY, because of plant outages that occurred in 2004.

Company-owned generation expenses decreased $785,000 or 22.8 percent in the first half of 2005 compared with the same period in 2004, because peaking facilities were used less for reliability and economic reasons.

The cost of power that we purchased from other companies decreased $9.5 million or 16.6 percent in the first half of 2005 compared with the same period in 2004, primarily due to reduced wholesale purchases for resale and increased energy received under our contracts with Hydro-Quebec and VYNPC.

Other operating expenses

Other operating expenses increased $596,000 or 12.7 percent in the second quarter of 2005 compared with the same period in 2004 due primarily to increased expenses associated with the sale of utility services and regulatory expenses. Other operating expenses increased $727,000 or 7.7 percent in the first half of 2005 compared with the same period in 2004 for the same reasons.

Transmission expenses

Transmission expenses increased by approximately $430,000 or 10.6 percent for the three months ended June 30, 2005 compared with the same period in 2004, due to an increase in charges allocated for system support in New England by the Independent System Operator, and increased expenses from VELCO, reflecting increased transmission investment in Vermont. Transmission expenses increased by approximately $893,000 or 11.5 percent for the six months ended June 30, 2005 compared with the same period in 2004 for the same reasons. The Company's relative share of transmission expenses allocated from VELCO varies with the Company's relative share of the peak demand recorded on Vermont's transmission system.

The Independent System Operator for New England ("ISO-NE") was created to manage the New England Power Pool. ISO-NE implemented its Standard Market Design ("SMD") plan governing wholesale energy sales in New England on March 1, 2003. SMD includes a system of locational marginal pricing of energy, under which prices are determined by zone, and based in part on transmission congestion experienced in each zone. Currently, the State of Vermont constitutes a single zone under the plan, although pricing could eventually be determined on a more localized ("nodal") basis. FERC's affirmation of zonal pricing in December 2004 substantially reduced the likelihood that nodal pricing would replace zonal pricing. There are no current initiatives to impose nodal pricing or to change Vermont's use of zonal pricing to allocate congestion costs. We believe that nodal pricing, if it were ever adopted, could result in a material adverse impact on our power supply and/or transmission costs. Transmission projects, such as the recently approved Northwest Reliability Project ("NRP"), will reduce congestion and potential nodal pricing differences within Vermont, when they are completed. The NRP is not expected to be completed prior to 2007.

ISO-NE supports locational capacity payments (“LICAP”) to generators in an effort to differentiate the price generators receive for capacity at different locations within New England. ISO-NE believes that proposed higher capacity payments in constrained areas will encourage the development of new generation where needed. ISO-NE has petitioned FERC for approval of LICAP at levels that are expected to result in substantially higher capacity payments to generators beginning January 1, 2006. The changes are being disputed by numerous parties because they could result in substantially higher electric rates. Vermont is expected to fare better than many New England states since Vermont has not restructured and many of its utilities, including the Company, have specified power supply resources that meet their present needs. Therefore, requirements for capacity in Vermont would largely consist of obtaining resources for incremental as opposed to existing load. Even incrementally, future LICAP amounts for load growth beyond 2006 could be material, and if so, would be expected to increase Company rate requirements accordingly.

Maintenance expenses

Maintenance expenses increased $29,000 or 1.2 percent for the three months ended June 30, 2005 compared with the same period in 2004, primarily due to an increase in scheduled plant maintenance. Maintenance expenses increased $103,000 or 2.2 percent for the six months ended June 30, 2005 compared with the same period in 2004 due to an increase in scheduled plant maintenance and software maintenance costs.

Depreciation and amortization expenses

Depreciation and amortization expenses for the quarter ended June 30, 2005 increased $270,000 or 7.8 percent compared with the same period in 2004, reflecting an increase in the depreciation of utility plant due to increased investment, and the amortization of regulatory assets in accordance with the 2003 Rate Plan. Depreciation and amortization expenses increased $557,000 or 8.0 percent for the six months ended June 30, 2005 compared with the same period in 2004 for the same reasons.

Taxes other than income taxes

Other tax expense for the second quarter of 2005 decreased by $51,000 or 2.9 percent compared with the same period in 2004 due to reductions in property taxes. Other tax expense for the first six months of 2005 decreased by $108,000 or 3.1 percent compared with the same period in 2004 for the same reason.

Income taxes

Income taxes increased $469,000 or 59.8 percent in the second quarter of 2005 compared with the same period in 2004 due to an increase in pretax book income and an increase in the effective tax rate. Income taxes decreased $178,000 or 5.7 percent in the first half of 2005 compared with the same period in 2004 due to a decrease in pretax book income. The Company expects to recognize an income tax benefit of approximately three cents per share as a result of an income tax credit and deduction available in 2005 under the American Jobs Creation Act of 2004. The credit and deduction arise from our ownership interest in a biomass generation plant and from the production of electricity at Company hydro and fossil fuel plants.

Interest Charges

Interest charges increased $31,000 or 1.9 percent in the second quarter of 2005 compared with the same period in 2004, due to a decrease in interest capitalized on utility plant construction. Interest charges increased $109,000 or 3.3 percent in the first half of 2005 compared with the same period in 2004, for the same reason.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2004, we had cash and cash equivalents of $1.7 million. In the first half of 2005, cash and cash equivalents increased $2.1 million, primarily reflecting net cash provided by operating activities. Operating cash flows increased by $645,000 from the same period last year primarily as the result of a rate increase that substantially replaced deferred revenue recognition and increases in depreciation and amortization partially offset by a decrease in deferred income tax liabilities. Net cash used by investing activities amounted to $8.7 million, principally for investments to construct utility plant. We expect to spend approximately $14.6 million during the remainder of 2005, primarily for improvements in transmission, distribution and generation plant, and environmental expenditures. The Company plans to invest up to $30 million in VELCO through 2009 in support of the NRP and other transmission projects, including a $4.8 million investment made in the last quarter of 2004. Our investment projections for VELCO have increased from previous estimates primarily as a result of increases in cost estimates for the NRP. In July 2005, the Department of Public Service and another party (the Town of New Haven) filed motions with the Vermont Supreme Court to remand the case to the VPSB for further proceedings in light of the new cost estimates. The Company does not expect the VPSB to take further action in the case relating to the new cost estimates until the Supreme Court rules on the pending motions.

On February 14, 2005, the annual dividend rate was increased from $0.88 to $1.00 per share, a payout ratio of approximately 48 percent based on 2004 earnings from continuing operations. On February 9, 2004, the annual dividend rate was increased from $0.76 per share to $0.88 per share, a payout ratio of approximately 44 percent based on 2003 earnings. The Company expects to increase the dividend on a consistent basis in the first quarter of each year to the middle of a payout ratio that falls between 50 percent and 70 percent of anticipated earnings, so long as financial and operating results permit. We believe this payout ratio to be consistent with that of other electric utilities having similar risk profiles.

We expect most of our construction expenditures and dividends to be financed by net cash provided by operating activities. We anticipate that we will issue long-term debt of up to $30 million in 2005 and/or 2006 for scheduled first mortgage bonds redemptions of $14 million and to finance increased investment in VELCO and generation. The Company has no plans at present to issue additional equity and seeks to maintain equity at between fifty and fifty-five percent of its capital structure. Material risks to cash flow from operations include regulatory risk, our customer concentration risk with IBM, slower than anticipated load growth, unfavorable economic conditions and increases in net power costs.

During June 2005, the Company renegotiated a 364-day revolving credit agreement with Bank of America, joined by Sovereign Bank (the "BOA-Sovereign Agreement"). The BOA-Sovereign Agreement is for $30.0 million, unsecured, and allows the Company to choose any blend of a daily variable prime rate and a fixed term LIBOR-based rate. There was no short-term debt outstanding in the BOA-Sovereign Agreement at June 30, 2005, compared with $3.0 million outstanding at December 31, 2004. The BOA-Sovereign Agreement expires June 14, 2006.

The credit ratings of the Company's first mortgage bonds at June 30, 2005 were:

	Moody's	Standard & Poor's
First mortgage bonds	Baa1	BBB

Moody's affirmed the Company's senior secured debt rating at Baa1, with a stable outlook on June 18, 2004.

On November 3, 2004, Standard and Poor's Ratings Services upgraded the Company's issuer credit rating to BBB from BBB-.

In the event of a change in the Company's first mortgage bond credit rating to below investment grade, scheduled payments under the Company's first mortgage bonds would not be affected. Such a change would require the Company to post what would currently amount to a $4.3 million bond under our remediation agreement with the EPA regarding the Pine Street Barge Canal site. The Morgan Stanley Contract requires credit assurances if the Company's first mortgage bond credit ratings are lowered to below investment grade by any one of the two credit rating agencies listed above.

The following table presents a summary of certain material contractual obligations existing as of June 30, 2005.

In thousands	Payments Due by Period at June 30, 2005
					2006 and		2008 and		After
	Total		2005		2007		2009		2009
Long-term debt	$ 93,000		$ -		$ 14,000		$ -		$ 79,000
Interest on long-term debt	66,827		3,192		12,068		11,068		40,500
Capital lease obligations	4,232		286		879		766		2,299
Hydro-Quebec power supply contracts	550,516		27,432		100,986		102,723		319,375
Morgan Stanley Contract		22,718		12,561		10,157		-		-
Independent Power Producers		174,659		7,347		33,923		32,808		100,581
Stony Brook contract		46,034		2,102		6,024		6,506		31,402
VYNPC PPA		238,117		15,575		68,090		71,590		82,861
Total	$	1,196,102	$	68,495	$	246,127	$	225,461	$	656,018
See the captions "Power supply expenses" and "Power Contract Commitments and Related Risks"
for additional information about the Hydro-Quebec and Morgan Stanley power supply contracts.

Off-Balance Sheet Arrangements - The Company does not use off-balance sheet financing arrangements, such as securitization of receivables or obtaining access to assets through special purpose entities.

Other Commitments-We have material power supply commitments that are discussed in detail under the captions "Power Contract Commitments and Related Risks" and "Power Supply Expenses." We also own an equity interest in VELCO, which requires the Company to contribute capital when required and to pay a portion of VELCO’s operating costs, including its debt service costs.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk and Other Risk Factors

Future Outlook - Competition, Legislation and Restructuring - The electric utility business continues to experience rapid and substantial changes. These changes are the result of the following trends:

·   disparity in electric rates, transmission, and generating capacity among and within various regions of the country;

·   improvements in generation efficiency;

·   increasing demand for customer choice;

·   consolidation through business combinations;

·   new regulations and legislation intended to foster competition, also known as restructuring;

·   changes in rules governing wholesale electricity markets; and

·   increasing volatility of wholesale market prices for electricity.

Vermont is the only state in the New England region that has not adopted some form of electric industry restructuring. The Vermont legislature enacted a bill that would impose renewable portfolio standards ("RPS") on Vermont electric distribution utilities. The bill currently contemplates that, effective January 1, 2013, distribution utilities will be required to supply all load growth for 2005 - 2013 with "renewable" energy supply, as defined in the bill. The bill provides the alternative that if in-state renewable generation sufficient to supply statewide load growth for 2005 - 2013 becomes operational before 2012, and if Vermont distribution utilities acquire the output of these facilities, the RPS requirement would be avoided.

Power Contract Commitments and Related Risks

A primary factor affecting future operating results is the volatility of the wholesale electricity market. Periods frequently occur when weather, availability of power supply resources and other factors cause significant differences between customer demand and electricity supply. Because electricity cannot be stored, in these situations the Company must buy or sell the difference into a marketplace that has experienced volatile energy prices. Volatility and market price trends also make it more difficult to extend or enter into new power supply contracts at prices that avoid the need for rate relief.

We have developed a power supply portfolio that meets approximately 90 percent of our estimated customer demand ("load") requirements through 2006. Our power supply contracts and resources significantly reduce the Company's exposure to volatility in wholesale energy market prices.

Vermont does not have a fuel or purchased-power adjustment clause that would allow increases in power supply costs to be recovered immediately in the rates we charge customers. Historically, however, the VPSB has allowed electric utilities to defer material unexpected increases in power supply costs to future periods to permit recovery in future rates. Vermont law also allows electric utilities to seek temporary rate increases if deemed necessary by the VPSB to provide adequate and efficient service or to preserve the viability of the utility.

Vermont Yankee - We have a 20 percent entitlement in Vermont Yankee plant output sold by Entergy to Vermont Yankee Nuclear Power Corporation ("VYNPC"), through a long-term purchase contract with VYNPC (the "VYNPC Contract"). We generally purchase between 35 and 40 percent of our annual load requirements from VYNPC at rates that are presently well below market. We are responsible for the purchase of replacement power to serve our load requirements when the plant is not operating due to scheduled or unscheduled outages. In the first half of 2005, we purchased $17.4 million from VYNPC based on our entitlement share of plant output, compared to $14.6 million for the same period in 2004, reflecting 2004 scheduled and unscheduled plant outages.

Hydro Quebec - We purchase varying amounts of power from Hydro Quebec under the Vermont Joint Owners ("VJO") Contract negotiated between the Company and Hydro Quebec. There are specific contractual provisions that provide that in the event any VJO member fails to meet its obligation under the contract with Hydro Quebec, the remaining VJO participants, including the Company, must "step-up" to the defaulting party's share on a pro rata basis. The Company is not aware of any instance where this provision has been invoked by Hydro Quebec. In the first half of 2005, we purchased $24.9 million of energy and related capacity under the existing contracts with Hydro Quebec, compared to $24.0 million for the same period in 2004.

Under the VJO Contract, Hydro Quebec had the right to reduce the load factor from 75 percent to 65 percent a total three times over the life of the contract. Hydro Quebec exercised its third and last option in 2004 for deliveries occurring principally during 2005. Hydro Quebec retains the right to reduce the load factor by 10 percent up to five times, over the 2001 to 2015 period, if documented drought conditions exist in Quebec.

Morgan Stanley - We purchase approximately 16 percent of our load requirements under a contract with Morgan Stanley Capital Group, Inc. (the "Morgan Stanley Contract"), designed to manage some of the price risks associated with changing fossil fuel prices. The Morgan Stanley Contract price is substantially below current market prices and expires on December 31, 2006. The Company is unable to predict the price, contract duration or terms of any future power supply contracts that could replace the Morgan Stanley Contract after it expires.

Defined Benefit Plans

The Company’s defined benefit plan assets are primarily made up of public equity and fixed income investments. Fluctuations in actual equity market returns as well as changes in general interest rates may result in increased or decreased defined benefit plan costs in future periods.

The Company’s funding policy is to make voluntary contributions to its defined benefit plans before ERISA or Pension Benefit Guaranty Corporation requirements mandate such contributions under minimum funding rules, and so long as the Company’s liquidity needs do not preclude such investments. The Company expects to contribute approximately $2.0 million to defined benefits plans during 2005, of which $900,000 has been contributed to date.

Power Supply Derivatives

The Morgan Stanley Contract is used to hedge our power supply costs against increases in fossil fuel prices. The Morgan Stanley Contract is a derivative under Statement of Financial Accounting Standards No. 133 ("SFAS 133"). Management has estimated the fair value of the future net benefit of this agreement at June 30, 2005 to be approximately $12.0 million.

We currently have an agreement that grants Hydro Quebec an option (the "9701 agreement") to call power at prices that are expected to be below estimated future market rates. This agreement is a derivative and is effective through 2015. Management’s estimate of the fair value of the future net cost for the 9701 agreement at June 30, 2005 is approximately $26.6 million. We sometimes use forward contracts to hedge forecasted calls by Hydro Quebec under the 9701 agreement.

The table below presents the Company’s market risk of the Morgan Stanley Contract and the 9701 agreement derivatives, estimated as the potential loss in fair value resulting from a hypothetical ten percent adverse change in wholesale energy prices, which nets to approximately $2.3 million. Actual results may differ materially from the table illustration. Under an accounting order issued by the VPSB, changes in the fair value of derivatives are deferred.

Commodity Price Risk	June 30, 2005
In thousands	Fair Value(Cost)	Market Risk
Morgan Stanley Contract	$ 12,041	$ 1,638
9701 agreement	(26,610)	(3,965)
	$ (14,569)	$ (2,327)

New Accounting Standards

See Part I-Item 1, Note 5, "New Accounting Standards" for information on the adoption of new accounting standards and the impact, if any, on the Company's financial position and operating results.

ITEM 4. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, the Company carried out an evaluation, with the participation of the Company's management, including the Company's President and Chief Executive Officer, and Chief Financial Officer and Treasurer, of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Company's President and Chief Executive Officer, and Chief Financial Officer and Treasurer, concluded that the Company's disclosure controls and procedures are effective.

Management’s report on the Company’s internal control over financial reporting was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and concluded that, as of December 31, 2004, the Company did not maintain effective internal control over financial reporting due to a material weakness as a result of deficiencies in both the design and operating effectiveness of controls associated with the Company’s accounting for income taxes. During the first half of 2005, management conducted testing and enhancement of the Company’s internal controls associated with accounting for income taxes and engaged a public accounting firm to assist management with its review of all income tax entries for the quarter, the statutory rate reconciliation, the Company's treatment of new tax credits and deductions, if applicable, and timing differences. These ongoing efforts, which required certain changes to the Company’s internal controls associated with accounting for income taxes, and which are subject to audit by the Company’s independent registered accounting firm at year-end, have improved the design and operational effectiveness of the Company's control processes and systems for financial reporting. Based on these efforts, management believes that the deficiencies in both the design and operating effectiveness of controls associated with the Company’s accounting for income taxes have been remedied and that the Company no longer has a material weakness in its internal control over financial reporting. It should be noted that the design of any system of controls is based, in part, on certain assumptions about the likelihood of future events, and that only reasonable assurance can be given that any internal control system will succeed in achieving its stated goals against all potential future conditions, regardless of how remote.

Except as described above, there has been no change in our internal control over financial reporting during the quarter ended June 30, 2005, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting

GREEN MOUNTAIN POWER CORPORATION

June 30, 2005

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

See Note 3 of Notes to Consolidated Financial Statements

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

NONE

Item 3.

Defaults Upon Senior Securities

NONE

Item 4.

Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders held on May 23, 2005, there were 5,172,505 shares of common stock outstanding and entitled to vote, of which 4,421,318 were represented in person or by proxy. The following matters were submitted to a vote of the Company’s shareholders at its annual meeting with the voting results designated below each such matter:

1. Ratification of the appointment of Deloitte and Touche LLP as the independent auditors for the Company for 2004 with 4,362,905 votes for, 23,726 votes against, and 34,687 votes abstaining.

2. Approval of the proposal to amend and restate the Company's Amended and Restated Articles of Incorporation with 4,313,767 votes for, 53,149 votes against, and 54,402 votes abstaining.

4. Election of the nominees listed below as Directors of this Company for a term of one year, with votes cast as indicated.

There were no broker non-votes with respect to the election of directors.

			Votes
Directors	Votes		Against or
	For		Withheld
Elizabeth A. Bankowski	4,381,842		39,476
Nordahl L. Brue, Chair	4,363,184		58,134
William H. Bruett		4,363,532		57,786
Merrill O. Burns		4,364,763		56,555
David R. Coates		4,383,745		37,573
Christopher L. Dutton		4,364,822		56,496
Kathleen C. Hoyt		4,381,620		39,698
Euclid A. Irving		4,363,860		57,458
Marc A. vanderHeyden		4,381,663		39,655

Item 5.

Other Information

NONE

ITEM 6. Exhibits

Exhibit 10.1, 2005 Officer Deferred Stock Unit Agreement with Christopher L. Dutton, dated May 27, 2005 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed on May 27, 2005).

Exhibit 10.2, 2005 Officer Deferred Stock Unit Agreement with Robert J. Griffin, dated May 27, 2005 (incorporated herein by reference to Exhibit 10.2 to our Form 8-K filed on May 27, 2005).

Exhibit 10.3, 2005 Officer Deferred Stock Unit Agreement with Walter S. Oakes, dated May 27, 2005 (incorporated herein by reference to Exhibit 10.3 to our Form 8-K filed on May 27, 2005).

Exhibit 10.4, 2005 Officer Deferred Stock Unit Agreement with Mary G. Powell, dated May 27, 2005 (incorporated herein by reference to Exhibit 10.4 to our Form 8-K filed on May 27, 2005).

Exhibit 10.5, 2005 Officer Deferred Stock Unit Agreement with Donald J. Rendall, Jr., dated May 27, 2005 (incorporated herein by reference to Exhibit 10.5 to our Form 8-K filed on May 27, 2005).

Exhibit 10.6, 2005 Officer Deferred Stock Unit Agreement with Stephen C. Terry, dated May 27, 2005 (incorporated herein by reference to Exhibit 10.6 to our Form 8-K filed on May 27, 2005).

Exhibit 10.7, Officer Deferred Stock Unit Agreement with Stephen C. Terry, dated May 27, 2005 (incorporated herein by reference to Exhibit 10.7 to our Form 8-K filed on May 27, 2005).

Exhibit 10.8, Supplemental Retirement Plan with Stephen C. Terry, dated May 27, 2005 (incorporated herein by reference to Exhibit 10.8 to our Form 8-K filed on May 27, 2005).

Exhibit 31.1, Certification by Christopher L. Dutton, President and Chief Executive Officer of Green Mountain Power Corporation, pursuant to Rules 13a-14(a) and Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2, Certification by Robert J. Griffin, Chief Financial Officer, Vice President, Treasurer and Principal Accounting Officer of Green Mountain Power Corporation, pursuant to Rules 13a-14(a) and Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1, Certification by Christopher L. Dutton, President and Chief Executive Officer of Green Mountain Power Corporation, and Robert J. Griffin, Chief Financial Officer, Vice President Treasurer and Principal Accounting Officer of Green Mountain Power Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

GREEN MOUNTAIN POWER CORPORATION

SIGNATURES

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 thereunto duly authorized.

GREEN MOUNTAIN POWER CORPORATION
By: /s/ Christopher L. Dutton	August 9, 2005
Christopher L. Dutton President and Chief Executive Officer	Date
By: /s/ Robert J. Griffin	August 9, 2005
Robert J. Griffin Vice President, Chief Financial Officer and Treasurer and Principal Accounting Officer	Date

EX-10.1

Exhibit 10.1

GREEN MOUNTAIN POWER CORPORATION

2005 OFFICER DEFERRED STOCK UNIT AGREEMENT

THIS AGREEMENT, dated as of the 27th day of May 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and Christopher L. Dutton (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Award.

Pursuant to the Plan, the Company, effective as of May 23,2005 (the “Date of Grant”), will grant to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of 15,800 Stock Units. For purposes of this Agreement and any related Deferral Agreement, a Stock Unit is the right to receive a share of Common Stock based on the terms of this Agreement.

2.Terms and Conditions.

No Common Stock will be issued, no payment will be made hereunder, and the Participant’s interest in the Stock Units granted hereunder shall be forfeited except to the extent that the requirements of the following paragraphs are satisfied.

3.Vesting.

The Stock Units subject to this Agreement will vest as follows: (i) 50% of the Stock Units will vest on May 23, 2006; and (ii) 50% of the Stock Units will vest on May 23, 2007.

4.Forfeiture.

The shares of Common Stock subject to this Agreement will be forfeited if the Participant is not an officer of the Company on May 23, 2006 and May 23, 2007. Notwithstanding the immediately preceding sentence, if (i) the Participant is an officer of the Company on May 23, 2006, 50% of the Stock Units will vest on such date and (ii) the shares of Common Stock subject to this Agreement will not be forfeited upon the Participant’s retirement from the Company if on the date of such retirement the Participant is entitled to receive benefits, without any actuarial reduction thereof, under the Employees’ Retirement Plan of Green Mountain Power Corporation. For purposes of this Section 4, retirement shall mean a Participant’s termination of employment with the Company for any reason other than termination for cause.

5.Shareholder Rights.

The Participant shall not have any rights as a shareholder of the Company with respect to the Stock Units subject to this Agreement until the Stock Units vest and are settled by the issuance of Common Stock.

6.Change in Capital Structure.

The terms of this Agreement, including the number of Stock Units subject to this Agreement, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-sups, subdivisions or consolidations of shares or other similar changes in capitalization.

7.Conflicts.

In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the date hereof.

8.Participant Bound by Plan.

The Participant hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof.

9.Binding Effect.

Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of the Participant and the successors of the Company.

10.Governing Law.

This Agreement shall be governed by, and interpreted under, the laws of the State of Vermont except its choice of law provisions to the extent that they would require the application of the laws of a State other than the State of Vermont.

* * *

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Participant has signed this Agreement on the date or dates set forth below.

GREEN MOUNTAIN POWER CORPORATION

By:/s/Donald J. Rendall, Jr.

Date: May 27, 2005

CHRISTOPHER L. DUTTON

By:/s/Christopher L. Dutton

Date: May 27, 2005

EX-10.2

Exhibit 10.2

GREEN MOUNTAIN POWER CORPORATION

2005 OFFICER DEFERRED STOCK UNIT AGREEMENT

THIS AGREEMENT, dated as of the 27th day of May 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and Robert J. Griffin (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Award.

Pursuant to the Plan, the Company, effective as of May 23, 2005 (the “Date of Grant”), will grant to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of 2,100 Stock Units. For purposes of this Agreement and any related Deferral Agreement, a Stock Unit is the right to receive a share of Common Stock based on the terms of this Agreement.

2.Terms and Conditions.

No Common Stock will be issued, no payment will be made hereunder, and the Participant’s interest in the Stock Units granted hereunder shall be forfeited except to the extent that the requirements of the following paragraphs are satisfied.

3.Vesting.

The Stock Units subject to this Agreement will vest as follows: (i) 50% of the Stock Units will vest on May 23, 2006; and (ii) 50% of the Stock Units will vest on May 23, 2007.

4.Forfeiture.

The shares of Common Stock subject to this Agreement will be forfeited if the Participant is not an officer of the Company on May 23, 2006 and May 23, 2007. Notwithstanding the immediately preceding sentence, if (i) the Participant is an officer of the Company on May 23, 2006, 50% of the Stock Units will vest on such date and (ii) the shares of Common Stock subject to this Agreement will not be forfeited upon the Participant’s retirement from the Company if on the date of such retirement the Participant is entitled to receive benefits, without any actuarial reduction thereof, under the Employees’ Retirement Plan of Green Mountain Power Corporation. For purposes of this Section 4, retirement shall mean a Participant’s termination of employment with the Company for any reason other than termination for cause.

5.Shareholder Rights.

The Participant shall not have any rights as a shareholder of the Company with respect to the Stock Units subject to this Agreement until the Stock Units vest and are settled by the issuance of Common Stock.

6.Change in Capital Structure.

The terms of this Agreement, including the number of Stock Units subject to this Agreement, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-sups, subdivisions or consolidations of shares or other similar changes in capitalization.

7.Conflicts.

In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the date hereof.

8.Participant Bound by Plan.

The Participant hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof.

9.Binding Effect.

Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of the Participant and the successors of the Company.

10.Governing Law.

This Agreement shall be governed by, and interpreted under, the laws of the State of Vermont except its choice of law provisions to the extent that they would require the application of the laws of a State other than the State of Vermont.

* * *

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Participant has signed this Agreement on the date or dates set forth below.

GREEN MOUNTAIN POWER CORPORATION

By:/s/Christopher L. Dutton

Date: May 27, 2005

ROBERT J. GRIFFIN

By:/s/ Robert J. Griffin

Date: May 27, 2005

EX-10.3

Exhibit 10.3

GREEN MOUNTAIN POWER CORPORATION

2005 OFFICER DEFERRED STOCK UNIT AGREEMENT

THIS AGREEMENT, dated as of the 27th day of May 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and Walter S. Oakes (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Award.

Pursuant to the Plan, the Company, effective as of May 23, 2005 (the “Date of Grant”), will grant to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of 1,500 Stock Units. For purposes of this Agreement and any related Deferral Agreement, a Stock Unit is the right to receive a share of Common Stock based on the terms of this Agreement.

2.Terms and Conditions.

No Common Stock will be issued, no payment will be made hereunder, and the Participant’s interest in the Stock Units granted hereunder shall be forfeited except to the extent that the requirements of the following paragraphs are satisfied.

3.Vesting.

The Stock Units subject to this Agreement will vest as follows: (i) 50% of the Stock Units will vest on May 23, 2006; and (ii) 50% of the Stock Units will vest on May 23, 2007.

4.Forfeiture.

The shares of Common Stock subject to this Agreement will be forfeited if the Participant is not an officer of the Company on May 23, 2006 and May 23, 2007. Notwithstanding the immediately preceding sentence, if (i) the Participant is an officer of the Company on May 23, 2006, 50% of the Stock Units will vest on such date and (ii) the shares of Common Stock subject to this Agreement will not be forfeited upon the Participant’s retirement from the Company if on the date of such retirement the Participant is entitled to receive benefits, without any actuarial reduction thereof, under the Employees’ Retirement Plan of Green Mountain Power Corporation. For purposes of this Section 4, retirement shall mean a Participant’s termination of employment with the Company for any reason other than termination for cause.

5.Shareholder Rights.

The Participant shall not have any rights as a shareholder of the Company with respect to the Stock Units subject to this Agreement until the Stock Units vest and are settled by the issuance of Common Stock.

6.Change in Capital Structure.

The terms of this Agreement, including the number of Stock Units subject to this Agreement, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-sups, subdivisions or consolidations of shares or other similar changes in capitalization.

7.Conflicts.

In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the date hereof.

8.Participant Bound by Plan.

The Participant hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof.

9.Binding Effect.

Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of the Participant and the successors of the Company.

10.Governing Law.

This Agreement shall be governed by, and interpreted under, the laws of the State of Vermont except its choice of law provisions to the extent that they would require the application of the laws of a State other than the State of Vermont.

* * *

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Participant has signed this Agreement on the date or dates set forth below.

GREEN MOUNTAIN POWER CORPORATION

By:/s/Christopher L. Dutton

Date: May 27, 2005

WALTER S. OAKES

By:/s/Walter S. Oakes

Date: May 27, 2005

EX-10.4

Exhibit 10.4

GREEN MOUNTAIN POWER CORPORATION

2005 OFFICER DEFERRED STOCK UNIT AGREEMENT

THIS AGREEMENT, dated as of the 27^th day of May 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and Mary G. Powell (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Award.

Pursuant to the Plan, the Company, effective as of May 23, 2005 (the “Date of Grant”), will grant to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of 7,000 Stock Units. For purposes of this Agreement and any related Deferral Agreement, a Stock Unit is the right to receive a share of Common Stock based on the terms of this Agreement.

2.Terms and Conditions.

No Common Stock will be issued, no payment will be made hereunder, and the Participant’s interest in the Stock Units granted hereunder shall be forfeited except to the extent that the requirements of the following paragraphs are satisfied.

3.Vesting.

The Stock Units subject to this Agreement will vest as follows: (i) 50% of the Stock Units will vest on May 23, 2006; and (ii) 50% of the Stock Units will vest on May 23, 2007.

4.Forfeiture.

The shares of Common Stock subject to this Agreement will be forfeited if the Participant is not an officer of the Company on May 23, 2006 and May 23, 2007. Notwithstanding the immediately preceding sentence, if (i) the Participant is an officer of the Company on May 23, 2006, 50% of the Stock Units will vest on such date and (ii) the shares of Common Stock subject to this Agreement will not be forfeited upon the Participant’s retirement from the Company if on the date of such retirement the Participant is entitled to receive benefits, without any actuarial reduction thereof, under the Employees’ Retirement Plan of Green Mountain Power Corporation. For purposes of this Section 4, retirement shall mean a Participant’s termination of employment with the Company for any reason other than termination for cause.

5.Shareholder Rights.

The Participant shall not have any rights as a shareholder of the Company with respect to the Stock Units subject to this Agreement until the Stock Units vest and are settled by the issuance of Common Stock.

6.Change in Capital Structure.

The terms of this Agreement, including the number of Stock Units subject to this Agreement, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-sups, subdivisions or consolidations of shares or other similar changes in capitalization.

7.Conflicts.

In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the date hereof.

8.Participant Bound by Plan.

The Participant hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof.

9.Binding Effect.

Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of the Participant and the successors of the Company.

10.Governing Law.

This Agreement shall be governed by, and interpreted under, the laws of the State of Vermont except its choice of law provisions to the extent that they would require the application of the laws of a State other than the State of Vermont.

* * *

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Participant has signed this Agreement on the date or dates set forth below.

GREEN MOUNTAIN POWER CORPORATION

By:/s/ Christopher L. Dutton

Date: May 27, 2005

MARY G. POWELL

By:/s/Mary G. Powell

Date: May 27, 2005

EX-10.5

Exhibit 10.5

GREEN MOUNTAIN POWER CORPORATION

2005 OFFICER DEFERRED STOCK UNIT AGREEMENT

THIS AGREEMENT, dated as of the 27^th day of May 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and Donald J. Rendall, Jr. (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Award.

Pursuant to the Plan, the Company, effective as of May 23, 2005 (the “Date of Grant”), will grant to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of 3,500 Stock Units. For purposes of this Agreement and any related Deferral Agreement, a Stock Unit is the right to receive a share of Common Stock based on the terms of this Agreement.

2.Terms and Conditions.

No Common Stock will be issued, no payment will be made hereunder, and the Participant’s interest in the Stock Units granted hereunder shall be forfeited except to the extent that the requirements of the following paragraphs are satisfied.

3.Vesting.

The Stock Units subject to this Agreement will vest as follows: (i) 50% of the Stock Units will vest on May 23, 2006; and (ii) 50% of the Stock Units will vest on May 23, 2007.

4.Forfeiture.

The shares of Common Stock subject to this Agreement will be forfeited if the Participant is not an officer of the Company on May 23, 2006 and May 23, 2007. Notwithstanding the immediately preceding sentence, if (i) the Participant is an officer of the Company on May 23, 2006, 50% of the Stock Units will vest on such date and (ii) the shares of Common Stock subject to this Agreement will not be forfeited upon the Participant’s retirement from the Company if on the date of such retirement the Participant is entitled to receive benefits, without any actuarial reduction thereof, under the Employees’ Retirement Plan of Green Mountain Power Corporation. For purposes of this Section 4, retirement shall mean a Participant’s termination of employment with the Company for any reason other than termination for cause.

5.Shareholder Rights.

The Participant shall not have any rights as a shareholder of the Company with respect to the Stock Units subject to this Agreement until the Stock Units vest and are settled by the issuance of Common Stock.

6.Change in Capital Structure.

The terms of this Agreement, including the number of Stock Units subject to this Agreement, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-sups, subdivisions or consolidations of shares or other similar changes in capitalization.

7.Conflicts.

In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the date hereof.

8.Participant Bound by Plan.

The Participant hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof.

9.Binding Effect.

Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of the Participant and the successors of the Company.

10.Governing Law.

This Agreement shall be governed by, and interpreted under, the laws of the State of Vermont except its choice of law provisions to the extent that they would require the application of the laws of a State other than the State of Vermont.

* * *

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Participant has signed this Agreement on the date or dates set forth below.

GREEN MOUNTAIN POWER CORPORATION

By:/s/Christopher L. Dutton

Date: May 27, 2005

DONALD J. RENDALL, JR.

By:/s/Donald J. Rendall, Jr.

Date: May 27, 2005

EX-10.6

Exhibit 10.6

GREEN MOUNTAIN POWER CORPORATION

2005 OFFICER DEFERRED STOCK UNIT AGREEMENT

THIS AGREEMENT, dated as of the 27^th day of May 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and Stephen C. Terry (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Award.

Pursuant to the Plan, the Company, effective as of May 23, 2005 (the “Date of Grant”), will grant to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of 3,900 Stock Units. For purposes of this Agreement and any related Deferral Agreement, a Stock Unit is the right to receive a share of Common Stock based on the terms of this Agreement.

2.Terms and Conditions.

No Common Stock will be issued, no payment will be made hereunder, and the Participant’s interest in the Stock Units granted hereunder shall be forfeited except to the extent that the requirements of the following paragraphs are satisfied.

3.Vesting.

The Stock Units subject to this Agreement will vest as follows: (i) 50% of the Stock Units will vest on May 23, 2006; and (ii) 50% of the Stock Units will vest on May 23, 2007.

4.Forfeiture.

The shares of Common Stock subject to this Agreement will be forfeited if the Participant is not an officer of the Company on May 23, 2006 and May 23, 2007. Notwithstanding the immediately preceding sentence, if (i) the Participant is an officer of the Company on May 23, 2006, 50% of the Stock Units will vest on such date and (ii) the shares of Common Stock subject to this Agreement will not be forfeited upon the Participant’s retirement from the Company if on the date of such retirement the Participant is entitled to receive benefits, without any actuarial reduction thereof, under the Employees’ Retirement Plan of Green Mountain Power Corporation. For purposes of this Section 4, retirement shall mean a Participant’s termination of employment with the Company for any reason other than termination for cause.

5.Shareholder Rights.

The Participant shall not have any rights as a shareholder of the Company with respect to the Stock Units subject to this Agreement until the Stock Units vest and are settled by the issuance of Common Stock.

6.Change in Capital Structure.

The terms of this Agreement, including the number of Stock Units subject to this Agreement, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-sups, subdivisions or consolidations of shares or other similar changes in capitalization.

7.Conflicts.

In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the date hereof.

8.Participant Bound by Plan.

The Participant hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof.

9.Binding Effect.

Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of the Participant and the successors of the Company.

10.Governing Law.

This Agreement shall be governed by, and interpreted under, the laws of the State of Vermont except its choice of law provisions to the extent that they would require the application of the laws of a State other than the State of Vermont.

* * *

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Participant has signed this Agreement on the date or dates set forth below.

GREEN MOUNTAIN POWER CORPORATION

By:/s/Christopher L. Dutton

Date: May 27, 2005

STEPHEN C. TERRY

By:/s/Stephen C. Terry

Date: May 27, 2005

EX-10.7

Exhibit 10.7

GREEN MOUNTAIN POWER CORPORATION

OFFICER DEFERRED STOCK UNIT AGREEMENT

THIS AGREEMENT, dated as of the 10th day of February 2004, as amended and restated as of the 27th day of May 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and STEPHEN C. TERRY (the “Participant”), is made pursuant and subject to the provisions of the Green Mountain Power Corporation 2000 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Award.

Pursuant to the Plan, the Company, effective as of February 9, 2004 (the “Date of Grant”), granted to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, an award of 4,900 Stock Units. For purposes of this Agreement and any related Deferral Agreement, a Stock Unit is the right to receive a share of Common Stock based on the terms of this Agreement.

2.Terms and Conditions.

No Common Stock will be issued, no payment will be made hereunder, and the Participant’s interest in the Stock Units granted hereunder shall be forfeited except to the extent that the requirements of the following paragraphs are satisfied.

3.Vesting.

The Stock Units subject to this Agreement will vest as follows: (i) 50% of the Stock Units will vest on February 15, 2005; and (ii) 50% of the Stock Units will vest on February 15, 2006.

4.Forfeiture.

The shares of Common Stock subject to this Agreement will be forfeited if the Participant is not an officer of the Company on February 15, 2005 and February 15, 2006. Notwithstanding the immediately preceding sentence, if (i) the Participant is an officer of the Company on February 15, 2005, 50% of the Stock Units will vest on such date and (ii) the shares of Common Stock subject to this Agreement will not be forfeited upon the Participant’s retirement from the Company if on the date of such retirement the Participant is entitled to receive benefits, without any actuarial reduction thereof, under the Employees’ Retirement Plan of Green Mountain Power Corporation. For purposes of this Section 4, retirement shall mean a Participant’s termination of employment with the Company for any reason other than termination for cause.

5.Shareholder Rights.

The Participant shall not have any rights as a shareholder of the Company with respect to the Stock Units subject to this Agreement until the Stock Units vest and are settled by the issuance of Common Stock.

6.Change in Capital Structure.

The terms of this Agreement, including the number of Stock Units subject to this Agreement, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-sups, subdivisions or consolidations of shares or other similar changes in capitalization.

7.Conflicts.

In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan mean the Plan as in effect on the date hereof.

8.Participant Bound by Plan.

The Participant hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof.

9.Binding Effect.

Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of the Participant and the successors of the Company.

10.Governing Law.

This Agreement shall be governed by, and interpreted under, the laws of the State of Vermont except its choice of law provisions to the extent that they would require the application of the laws of a State other than the State of Vermont.

* * *

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and the Participant has signed this Agreement on the date or dates set forth below.

GREEN MOUNTAIN POWER CORPORATION

By: /s/ Christopher. L. Dutton.

Date: May 27, 2005

STEPHEN C. TERRY

By: /s/ Stephen C. Terry

Date: May 27, 2005

EX-10.8

EXHIBIT 10.8

2005 SUPPLEMENTAL RETIREMENT PLAN

*   This is an Agreement (the “2005 Plan”), entered into as of the date set forth on the Summary Schedule which is attached hereto and made a part hereof, and as amended from time to time thereafter, by and between GREEN MOUNTAIN POWER CORPORATION (hereinafter “Company”) and the Executive named on the Summary Schedule (hereinafter “Executive”).

*   WHEREAS, the Executive has provided valuable services to the Company and the Company desires to retain the Executive’s valuable services and to aid in providing retirement and death benefits to the Executive and his beneficiaries;

*   WHEREAS, the Executive is a highly compensated managerial employee;

WHEREAS, the Executive and the Company entered into an Amended Supplemental Retirement Plan on April 20, 1995 (the “Plan”);

WHEREAS, the Plan was amended by resolutions adopted by the Company’s Board of Directors on December 30, 2004, in order to assure the Plan’s exemption from the limitations and requirements prescribed by Section 409A of the Internal Revenue Code of 1986, as amended, and to approve the establishment of this 2005 Plan;

WHEREAS, the Executive and the Company wish to enter into this Agreement to memorialize the terms of the 2005 Plan;

*   WHEREAS, the retirement and death benefits provided herein constitute an important and integral portion of the Executive’s financial and retirement planning; and

*   WHEREAS, in reliance on the availability of the benefits provided Executive herein, Executive has chosen to forego obtaining benefits from other sources.

*   NOW THEREFORE, the Company and the Executive in consideration of the terms and conditions set forth herein hereby mutually covenant and agree as follows:

1.   Benefit Payments. Unless the Executive’s employment is terminated for cause (gross misconduct) on or before December 31, 2005, the Company will pay the Executive the monthly benefit set forth on the Summary Schedule. The first payment of such monthly benefit shall be paid on January 1, 2006. The payment of such monthly benefit shall continue thereafter for fifteen years. If the Executive dies on or after January 1, 2006 and before the payments guaranteed for fifteen years have been paid, the unpaid balance of the actual payments guaranteed for fifteen years will continue to be paid by the Company to the beneficiaries named in the Summary Schedule. If the Executive dies before January 1, 2006 and before the Executive’s employment is terminated for cause (gross misconduct), then the monthly benefit set forth on the Summary Schedule shall be paid by the Company to the Executive’s beneficiaries named in the Summary Schedule for fifteen years.

2.   Death Benefit. If the Executive dies after payment of the monthly benefits to the Executive have commenced pursuant to Paragraph 1 above, then the Company shall pay to the Executive’s beneficiaries named in the Summary Schedule an additional benefit of One Hundred Thousand Dollars ($100,000.00).

3.   Benefits on a Change in Control. Upon a termination of employment within the meaning of a certain Letter Agreement by and between the Company and the Executive that concerns a change in control of the company (the “Letter Agreement”), as such Letter Agreement may be modified from time to time) and before January 1, 2006 for any reason following a Change in Control (as defined in the Letter Agreement) except for cause (gross misconduct), the Executive shall be deemed to have satisfied all requirements for the receipt of benefits under this 2005 Plan. The Company will pay to the Executive a single lump sum benefit in lieu of the payments otherwise due under the terms of this 2005 Plan on the date that is six (6) months after the Executive’s termination of employment. Said lump sum payment shall be the present value equivalence of the amount per month set forth on the Summary Schedule guaranteed for fifteen years commencing within thirty days of the Executive’s termination of employment and shall not be reduced to reflect that the payment date precedes the Executive’s attaining age 65. The interest rate used to calculate the present value of the amount per month set forth in the Summary Schedule shall be the “Applicable Interest Rate” as defined in the Employees’ Retirement Plan of Green Mountain Power Corporation (“the Retirement Plan”) or, if the Retirement Plan shall cease to define Applicable Interest Rate, such similar interest rate as shall be used under the Retirement Plan or a similar plan to determine the present value of benefits payable in a lump sum. The timely payment of such lump sum benefit to the Executive shall be treated as compliance with the provisions of Section 11 hereof.

4.   Disability; Leave of Absence. If the Executive shall become disabled within the meaning of the long-term disability plan of the Company and prior to termination of employment with the Company, the Executive shall be considered to be continuing in employment as an executive for as long a such disability exists, but not after December 31, 2005, and the Executive’s salary as referred to on the Summary Schedule shall be deemed to be the Executive’s annual base compensation on the date of onset of the disability.

5.   Executives of Subsidiaries. For purposes of this 2005 Plan, employment by the Company shall include employment by a wholly-owned subsidiary of the Company. The transfer of an Executive from the Company to any wholly-owned subsidiary of the Company, or from any wholly-owned subsidiary to the Company, or from one wholly-owned subsidiary to another shall not constitute a termination of such Executive’s employment by the Company under this 2005 Plan.

6.   Employment and Other Rights. This 2005 Plan creates no rights whatsoever in the Executive to continue in the employ of the Company for any length of time, nor does it create any rights in the Executive or obligations on the party of the Company except as set forth herein.

7.   Anti-Alienability Clause. Neither the Executive nor any beneficiary shall transfer, assign, pledge, mortgage or encumber any of the benefits and payments hereunder. The benefits shall not be subject to seizure, lien, judgment, alimony, levy, garnishment, or attachment. In the event that the Executive or any beneficiary shall attempt any of the acts described in this Paragraph, then the payment of installment payments or benefits by the Company shall immediately terminate.

8.   No Effect on Other Plans. Nothing contained herein shall affect any right or privilege of the Executive with regard to other employee plans the Company has, or may have in the future.

9.   Reorganization of the Company. In addition to those rights granted Executive under a certain Letter Agreement dated December 6, 1998 that concerns a change in control of the Company, the Company agrees that it will not merge or consolidate with any other company, business, corporation, partnership, or organization, and that it will not permit any of its activities to be taken over unless and until the succeeding or continuing corporation expressly assumes all rights, duties, privileges and obligations herein set forth. In the event the Company fails to comply with this provision, the Executive or Executive’s beneficiary, as the case may be, shall be entitled to benefits equal to one hundred percent (100%) of those otherwise provided herein. If benefits are payable under the above-identified Letter Agreement, then the Executive shall be deemed to have satisfied all requirements for the full vesting of benefits under this Agreement on the day prior to termination of employment with the Company.

10.   Unsecured Provisions. The rights of the Executive under this 2005 Plan, and of any beneficiary shall be solely those of an unsecured creditor of the Company. Any asset acquired by the Company in connection with any obligation herein shall not be deemed to be held in trust for the Executive or beneficiary. All such assets remain general, unpledged assets of the Company.

11.   Communications. Any notice or communication shall be made in writing and addressed as the case may be to the principal offices of the Company and the principal residence of the Executive. Each party shall notify the other of a change of address of the principal office and principal residence.

12.   Facility of Payment. If any installment or payment is required to be made by the Company under this 2005 Plan to any person under a legal disability at the time, then the Company may, in its sole discretion, make the payment in any of the following ways:

A.   Directly to the person.

B.   To the legal representative of the person.

C.   To some near relative of the person, said payment is to be used for the latter’s benefit.

D.   Directly for the payment of expenses relating to the health, maintenance, support and education of the person.

*   Any such payment by the Company shall be a discharge of the obligation to make said payment. The Company shall not be liable for making the payment to any of the parties enumerated above.

13.   Arbitration. In the event of any dispute arising between the parties to this 2005 Plan, the parties agree that such controversy shall be settled exclusively by arbitration in Burlington, Vermont, in accordance with the rules of the American Arbitration Association. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. In the event that the Executive prevails and is awarded benefits or money damages by the arbitrator, such benefits or damages shall be equal to one hundred twenty-five (125%) of the benefits or damages otherwise due under this 2005 Plan; however, if the arbitrator finds that the Company acted in good faith, such benefits or damages shall only be equal to one hundred percent (100%) of the amount due under this 2005 Plan.

14.   Attorney’s Fees. The Company shall pay the Executive or his beneficiaries all costs and expenses, including reasonable attorney’s fees and arbitration costs, incurred by them in reasonably exercising any of their rights hereunder, or in enforcing any terms, conditions, or provisions hereof.

15.   State Law. This 2005 Plan shall be construed under the laws applicable to agreements made entirely within the State of Vermont.

16.   Revocability. This 2005 Plan may be revoked or amended in whole or part only by writing signed by both parties hereto (except as set forth in Paragraph 17 below).

17.   Amendment. Notwithstanding any other provision of this 2005 Plan, in the event of a substantial change in the federal income tax laws affecting the economic viability of this 2005 Plan, the Board of Directors may amend the Plan by freezing the Executive’s salary level for purposes of this 2005 Plan at the level as of date of the amendment, provided, however, that this right to amend shall terminate upon a change in control of the Company as “change in control” is defined in a certain Letter Agreement between the Executive and the Company dated December 6, 1998 that concerns such an event.

18.   Whole Agreement. This writing contains the whole agreement of the parties concerning the 2005 Plan, with no other understandings or provisions other than what is contained herein.

ACKNOWLEDGMENT OF ARBITRATION

*   The parties hereto understand that this 2005 Plan contains an agreement to arbitrate. After signing this document, the parties understand that they will not be able to bring a lawsuit concerning any dispute that may arise which is covered by the arbitration agreement, unless it involves a question of constitutional or civil rights. Instead, the parties agree to submit any such dispute to an impartial arbitrator.

*   EXECUTED this 27th day of May, 2005.

IN THE PRESENCE OF:

/s/Penny Collins /s/Stephen C. Terry

(as to both)Executive

/s/Donald J. Rendall, Jr.GREEN MOUNTAIN POWER CORPORATION

(as to both)

                                                                                                                By: /s/ Christopher L. Dutton

Duly Authorized Agent

2005 SUPPLEMENTAL RETIREMENT PLAN

SUMMARY SCHEDULE

1.Name of Executive:Stephen C. Terry

2.Address:15 Sheldon Lane

Middlebury, Vermont 05773

3.Date of Agreement:May 27, 2005.

4.Monthly Retirement Benefit: 33% of the Executive’s Salary from the Company for the 12 months before termination of employment divided by 12 less the monthly benefit payable to the Executive (in the same form of benefit) under the Amended and Restated Supplemental Executive Retirement Plan between the Company and the Executive dated April 20, 1995.

5.Beneficiaries:My wife, Sally W. Johnson, if living; otherwise

equally to my children, William West Terry, Joshua

H. Terry and Megan Foster.

In the event there are no surviving beneficiaries, then the benefit shall be paid to the Executive’s estate.

Dated at Colchester, Vermont, this 27th day of May, 2005.

WITNESS:

/s/Penny Collins /s/Stephen C. Terry

(as to both)Executive

GREEN MOUNTAIN POWER CORPORATION

/s/Donald J. Rendall, Jr./s/Christopher L. Dutton

(as to both)Duly Authorized Agent

EX-31.1

Green Mountain Power Corporation

SEC Form 10-Q, June 30, 2005             Exhibit 31.1

Section 302 Certification

CERTIFICATION

I, Christopher L. Dutton, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 of Green Mountain Power Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 9, 2005	/s/ Christopher L. Dutton
	Christopher L. Dutton President and Chief Executive Officer

EX-31.2

Green Mountain Power Corporation

SEC Form 10-Q, June 30, 2005

Section 302 Certification

Exhibit 31.2

CERTIFICATION

I, Robert J. Griffin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 of Green Mountain Power Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 9, 2005	/s/ Robert J. Griffin
	Robert J. Griffin Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer

EX-32.1

SEC Form 10-Q $906 Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Green Mountain Power Corporation (the "Company") for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Christopher L. Dutton, Chief Executive Officer and President of the Company, and Robert J. Griffin, Chief Financial Officer, Vice President and Treasurer and Principal Accounting Officer, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 9, 2005	/s/ Christopher L. Dutton
	Christopher L. Dutton President and Chief Executive Officer
Date: August 9, 2005	/s/ Robert J. Griffin
	Robert J. Griffin Vice President, Chief Financial Officer and Treasurer and Principal Accounting Officer