SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

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                                     FORM 8-K


            CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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       Date of Report (Date of earliest event reported):  March 2, 1998


                        GREEN MOUNTAIN POWER CORPORATION                 
            (Exact Name of Registrant as Specified in its Charter)


        	   VERMONT                               03-0127430		
(State or Other Jurisdiction of       (I.R.S. Employer Identification Number)
 Incorporation)

                                   1-8291          
                            Commission File Number


    25 Green Mountain Drive, 
    South Burlington, Vermont                              05403        
 (Address of Principal Executive Offices)               (Zip Code)





                                (802) 864-5731	
                       (Registrant's telephone number,
                            including area code)


Item 5.  Other Events


     On March 2, 1998, the Vermont Public Service Board ("VPSB") 
released its Order in the Company's pending rate case.  The VPSB ordered 
the Company's rates increased by 3.61%, increasing annual revenues by 
$5.6 million.  The Company had sought in its final submissions to the 
VPSB an increase of $22 million in revenue to cover increased cost of 
service.

     Approximately $11 million of the reduction of the Company's revenue 
request resulted primarily from the VPSB's modification of the Company's 
calculation of rate base, the exclusion of future capital projects from 
rate base, various cost of service reductions in areas of payroll and 
operations and maintenance, and a reduction in the requested allowed 
return on equity from 13% to 11.25%.  More significantly, the VPSB 
denied the recovery by the Company of $5.48 million in costs related to 
its long-term Hydro-Quebec power contract.  The decision stated that the 
Company had been imprudent in locking-into the power contract in August 
1991 and that the contract power would not be used and useful to utility 
customers to the extent that power costs, after accounting for the 
imprudence disallowance, were in excess of current estimates of market 
prices for power.  Unless the Order is modified, the Company must accrue 
its estimate of the loss related to these imprudence and used and useful 
disallowances.


The Order discussed the VPSB's policies of disallowing the recovery 
of imprudent expenditures and power contract purchases that it 
determines not to be used and useful.  However, the Order also stated 
that the methodologies and measures used in this rate case were 
provisional and applicable in the current proceeding only.  The VPSB 
went on to state that it will schedule subsequent proceedings to examine 
the appropriate methodologies for measuring the effects of imprudence 
and calculating the portion of the contract that is not used and useful.  
If the VPSB were to apply the methodologies and measures used in the 
Order (or similar methodologies and measures) to future power contract 
costs, notwithstanding its statement that it will reexamine such 
matters, the Company would be required under Statement of Financial 
Accounting Standards No. 5 to record an expense of approximately $180 
million based on the estimated future market price of power used by the 
VPSB in its Order.  However, the Company will not be able to estimate 
the loss to be recorded, if any, until the reconsideration and appeal 
processes and such subsequent proceedings are completed.

Furthermore, if the VPSB's ruling, that above-market Hydro-Quebec 
power contract costs are not used and useful and should be shared 
equally between ratepayers and shareholders, is not modified, then the 
Company's rates will have been set, effectively, on a basis other than 
its costs to provide service.  This would require the Company to 
discontinue the application of Financial Accounting Standard 71, 
resulting in the write-off of regulatory assets and liabilities with a 
charge to earnings, as an extraordinary item.  As of December 31, 1997, 
the Company had approximately $15 million of net regulatory assets on 
its balance sheet.

In addition to the Hydro-Quebec power contract disallowances 
described above, the Order also requires the Company to create a 
deferred credit for $9.1 million of payments received by the Company in 
1997 pursuant to two arrangements with Hydro-Quebec that were designed 
to decrease the costs of the contract power.  The Order, contrary to the 
VPSB's prior Accounting Order dated December 31, 1996, now requires the 
Company to amortize this deferred credit over the remaining lives of the 
related power contracts.  Unless the current Order is modified, the 
Company would be required to expense approximately $8.6 million 
previously recognized in earnings related to the $9.1 million.

In response to the Order, the rating agencies that rate the 
Company's fixed income securities have placed the Company's credit 
ratings on their rating watch or rating outlook with negative or down 
implications.

     The Company is exploring all legal and regulatory remedies open to 
it to challenge the VPSB decision, including requesting reconsideration 
from the VPSB and a direct appeal to the Vermont Supreme Court.  The 
Company believes that the decisions set forth in the Order are 
inaccurate factually and incorrect legally.  The VPSB's ruling, if not 
changed, would have a significant impact on the Company's reported 
financial condition and 1998 results of operations and, depending on the 
outcome of future proceedings to be conducted by the VPSB, could impact 
the Company's credit ratings, dividend policy and financial viability.





                               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
                                         Registrant



                              By /s/ E. M. NORSE				
                              VICE PRESIDENT, CHIEF FINANCIAL
                              OFFICER AND TREASURER



                              BY /s/ R.J. GRIFFIN				
                              CONTROLLER

DATED:  March 12, 1998