8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934

November 7, 2005

Date of Report (Date of earliest event reported)

GREEN MOUNTAIN POWER CORPORATION

(Exact name of registrant as specified in its charter)

VERMONT

(State of other jurisdiction of incorporation)

1-8291	03-0127430
(Commission File Number)	(IRS Employer Identification Number)

163 ACORN LANE

COLCHESTER, VT 05446

(Address and zip code of principal executive offices)

(802) 864-5731

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

Item 8.01Other Events.

On November 8, 2005, Christopher L. Dutton, President and Chief Executive Officer of the Company, and Robert J. Griffin, Vice President, Chief Financial Officer and Treasurer of the Company, will make a presentation at the “40^th EEI Financial Conference” held in Hollywood, Florida. This presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.

1. The Company's principal financial and growth objectives include prospects for dividend growth, the Company’s plan to invest up to $32 million in the Vermont Electric Power Company ("VELCO") through 2008, and continued growth in business services.

2. The Company’s dividend payout ratio remains comparatively low, at approximately 48 percent of 2004 earnings from continuing operations. The current payout ratio, if continued at its low level, would result in significant growth in the proportionate share of equity in the Company's capital structure, which would be costly for the Company's customers to support. The Company expects to grow its dividend payout ratio to the middle of a payout range of between 50 and 70 percent of earnings over the next five years, in line with other electric utilities having similar risk profiles, so long as financial and operating results permit. The Company expects to increase its annual dividend by 12 cents per share in the first quarter of 2006.

3. The Company owns approximately 30 percent of VELCO which owns and operates most of the transmission assets in Vermont. VELCO and has received approval from the Vermont Public Service Board to substantially upgrade Vermont’s transmission system principally to support reliability in northwestern Vermont (the "Northwest Reliability Project"). VELCO's Northwest Reliability Project costs are estimated to be substantial and the Company could invest up to $32 million in VELCO through 2008, primarily for its proportionate share of the Northwest Reliability Project. The Company considers the Northwest Reliability Project to be vital to maintaining a reliable electric system for its customers and to sustaining the economic health of the region. The Company expects to maintain equity at between 50 and 55 percent of its capital structure.

4. Company forecasts presently indicate the need for a rate increase of approximately 13 percent in 2007 to achieve its allowed rate of return, caused principally by forecasted higher replacement energy costs upon expiration of the Company’s power supply contract with Morgan Stanley Capital Group, Inc. on December 31, 2006, increased energy costs for uncovered load obligations and a forecasted increase in transmission expense. Forecasted amounts could change materially based on energy prices, the timing of transmission investments and other factors. 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 the customers of many other New England utilities to experience similar cost pressures in light of current wholesale energy prices. The Company expects to request an accounting order from the Vermont Public Service Board to defer incremental power supply and transmission costs caused by an extraordinary and rapid increase in energy prices that is forecasted to adversely affect costs in 2006 by a material amount, absent deferral. Much of the recent increase in energy prices was caused by hurricanes Katrina and Rita that interrupted natural gas and oil supplies. Vermont Public Service Board approval is required to permit the Company to defer these costs. The estimated deferral amount is expected to range between $4 and $8 million and could change by a material amount based on energy prices and other factors.

5. The Company will reiterate that it does not expect to make material investments in new unregulated operations through 2008.

Item 9.01Financial Statements and Exhibits.

(c)Exhibits.

Exhibit	Description
99.1	Presentation made on November 8, 2005 at the 40th EEI Financial Conference.

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 hereunto duly authorized.

GREEN MOUNTAIN POWER CORPORATION (Registrant)
By: /s/ Robert J. Griffin	November 7, 2005
Robert J. Griffin Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer	Date

EXHIBIT INDEX

Exhibit	Description
99.1	Presentation made on November 8, 2005 at the 40th EEI Financial Conference.

EX-99.1

Growing Dividend

Managing Risk and

Performing to Expectations

Safe Harbor Statement

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,” “forecast,” “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 the 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.

Company Fundamentals

•

GMP serves 90,000
customers in Vermont’s
fastest growing regions

•

Vertically integrated

•

No unregulated
ventures

•

Current dividend
payout ratio is among
the lowest for
comparable utilities

•

S&P Credit Rating
BBB; Moody’s Credit
Rating Baa2

	Cents per	% of Total
Source	kwh	Purchases
Nuclear	4.4	37
Market Purchases	5.1	19
GMP Hydro	5.2	5
Wind	6.2	0.1
Hydro Quebec	7.5	29
Wood (McNeil)	9.7	1
Oil & Gas	11.3	2.5
Qualifying Facilities	12.7	6
Average all sources	6.2
•9% owned generation; 91% purchased generation

* 0.4% of the energy represented in “Market
Purchases”  was generated at GMP’s Wind
Facility in Searsburg for which the associated
renewable energy credits were sold in 2004.

Energy Sources in 2004

Retail Revenue by Customer Class

Mwh Sales by Customer Class

Load and Revenue

Customers Served Per Non-Generation Employee
Vermont’s Five Largest Utilities - 2004

Overall Satisfaction with Response Contact – 3rd Quarter 2005	GMP	All IOUs
Completely or Very Satisfied	92%	60%
Completely or Very Dissatisfied	2%	16%

Customer Satisfaction & Service Quality
Performance

Source:  Edison Electric Institute, FERC Form1

New England 2004 Retail Rates

Cents/kWh

CPI Index

Green Mountain Power Overall Rates
Compared to Consumer Price Index

Current Approved Rate Plan

•

ROE at 10.5%

•

Rate increases of 1.9% and 0.9% for
2005 and 2006

•

Recovery of Pine St. remediation &
other regulatory assets

Regulatory and Political Outlook

•

Positive regulatory relationship

•

Three-year rate plan (2004-2006)

•

New thinking on value of fuel clauses

–

Alternative Rate Plan

•

Thirteen percent rate increase requirement in
2007, if current wholesale pricing applies

•

Deferral of higher energy prices needed for
2006 for opportunity to earn our allowed rate
of return

•

Current Approved Rate Plan permits deferral
of higher costs caused by storms / other
factors

•

Governor Douglas (R), a two-term popular
incumbent, strong favorability rating

•

Experienced utility regulators

Management Strategy

•

Conservative Capital Structure

•

Superior Dividend Growth

•

Invest in Transmission

•

Grow Utility Services Business

•

Improve Cash Flow

Financial Overview

	2004	2003	2002
Retail Revenues	$206,164	$201,569	$203,962
Power Supply (net wholesale sales)	121,367	118,405	123,459
Gross Margin	84,797	83,164	80,503
Other Operating Expense	69,319	67,858	65,422
Other Income	2,087	2,079	2,485
Interest Exp	6,506	7,057	6,170
Preferred Dividends	0	3	96
Net Income (continuing operations)	$11,059	$10,404	$11,398
Net Income (discontinuing operations)	$525	$79	$99
EPS - Diluted - continuing operations	$2.10	$2.01	$1.96
EPS - Diluted - discontinued operations	$0.10	$0.01	$0.02
EPS - Diluted	$2.20	$2.02	$1.98
Dividends per Share	$0.88	$0.76	$0.60
Book Value	$21.32	$19.85	$18.53
End of Year Shares (in 000’s)	5,140	5,033	4,955

Capital Structure

•

Targeted 53% common equity

•

No preferred equity, no hybrids,
limited use of short-term debt

•

Limited debt maturities (millions):

2004	2005	2006	2007	2008
$0	$0	$14	$0	$0

Capital Structure & Cash Flow

Annual Dividend

5 Year Cumulative Total Return

Retained Earnings

GMP has received EEI’s award for
highest 5 year total shareholder return for
2004 and 2005.

GMP intends to increase its annual dividend
payout ratio to the middle of a range of
between 50 and 70 percent of earnings so
long as financial and operating results permit.

How Shareholders Have Fared

VELCO Total Capital

(In $000s)

VELCO Transmission Growth
Strategy

•

Current

capitalization
structure for VELCO

•

Potential to
increase equity

•

Invest up to $32
million through
2008

•

Superior
risk-adjusted return

Utility Service Revenues

Utility Services Growth
Strategy

•

Reduces rates for
customers

•

Superior growth

•

More efficient use
of workforce

Appendix A:  Effective Risk
Mitigation Strategies

Power Supply

Green Mountain Power Corporation relies on power supply contracts for 85% of its load
requirements; therefore outage related risks are reduced.

All Company power contract costs are being recovered in rates and most contracts are
effective for extended periods:

–

Morgan Stanley contract effective through 2006  (15% of total power supply)

–

Vermont Yankee contract expires in 2012 (35%-40% of total power supply)

–

Hydro-Quebec contract expires 2015 (30% - 35% of total power supply)

Rapid increase in energy prices has reduced margins on sales, and increased the
costs of delivering energy to customers.

IBM

IBM represents approximately 16 percent of Company retail revenues but is our lowest
margin customer.  In a worst case hypothetical situation, were IBM to shutdown immediately,
our rate increase needs across all customer classes are estimated to decline, because
IBM’s rates are well below current wholesale energy prices.

While IBM has reduced its workforce over the past five years from 8,500 to 6,000, Company
results and rate needs have not been impacted, in part due to low unemployment and
steady growth in our service territory.

Regulatory

The Company believes that the 2004-2006 rate plan demonstrates an improved regulatory
environment and provides longer-term financial stability.  Alternative regulation with some
type of fuel adjustment mechanism is a plausible future outcome in Vermont.

Weather

The Company uses derivatives to lessen risk associated with adverse weather patterns’
effect on earnings.