SC TO-I/A

As filed with the Securities and Exchange Commission on November 26, 2002

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

(under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934)

(Amendment No. 5)

GREEN MOUNTAIN POWER CORPORATION

(NAME OF SUBJECT COMPANY (ISSUER))

GREEN MOUNTAIN POWER CORPORATION

(NAME OF FILING PERSON (OFFEROR))

COMMON STOCK, PAR VALUE $3.33 1/3 PER SHARE

(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)

(TITLE OF CLASS OF SECURITIES)

393154109

(CUSIP NUMBER OF CLASS OF SECURITIES)

PENNY COLLINS

SECRETARY

GREEN MOUNTAIN POWER CORPORATION

163 ACORN LANE

COLCHESTER, VERMONT 05446

(802) 864-5731

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

COPY TO:

EDMOND P. MURPHY, ESQ.

200 PARK AVENUE

HUNTON & WILLIAMS

NEW YORK, NEW YORK 10166

(212) 309-1205

CALCULATION OF FILING FEE

Transaction Valuation*
$16,800,000 Amount of Filing Fee
$1,546

* Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, based upon the purchase of 800,000 shares of common stock, par value $3.33 1/3 per share, at the maximum tender offer price of $21.00 per share in cash

x    Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$1,546	Filing Party:	Green Mountain Power Corporation
Form or Registration No.:	5-39325	Date Filed:	October 18, 2002

¨ Check box if the filing relates solely to preliminary communications made before the commencement of

a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

¨	third party tender offer subject to Rule 14d-1	¨	going-private transaction subject to Rule 13e-3
x	issuer tender offer subject to Rule 13e-4	¨	amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.    x

This Amendment No. 5 amends and supplements the Issuer Tender Offer Statement on Schedule TO filed by Green Mountain Power Corporation, a Vermont corporation (the “Company”), on October 18, 2002, as amended by Amendment No. 1 thereto filed by the Company on October 31, 2002, Amendment No. 2 thereto filed by the Company on November 8, 2002, Amendment No. 3 thereto filed by the Company on November 20, 2002 and Amendment No. 4 thereto filed by the Company on November 21, 2002 (as amended, the “Schedule TO”). The Schedule TO relates to the tender offer by the Company to purchase up to 800,000 shares of its common stock, par value $3.33 1/3 per share, including the associated common stock purchase rights issued pursuant to the Rights Agreement, dated as of June 17, 1998, between the Company and ChaseMellon Shareholder Services, L.L.C., as rights agent. The Company offered to purchase these shares at a price not greater than $21.00 nor less than $17.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. The Company’s offer was made on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2002, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the tender offer.

This Amendment No. 5 is filed in satisfaction of the reporting requirements of Rule 13e-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

The information in the Offer to Purchase and the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to this Schedule TO, is incorporated in this Amendment No. 5 by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

ITEMS 1, 2, 4(a)(1), 4(b), 5, 6, 7, 8, 9 AND 11.

Items 1, 2, 4(a)(1), 4(b), 5, 6, 7, 8, 9 and 11 of the Schedule TO are hereby amended and supplemented by incorporating therein by reference the press release issued by the Company on November 25, 2002 reporting the final results of the tender offer, a copy of which is filed herewith as Exhibit (a)(5)(D) to the Schedule TO.

ITEM 12.    Exhibits.

Items 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(D)    Press Release, dated November 25, 2002.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 is true, complete and correct.

GREEN MOUNTAIN POWER CORPORATION

By: /s/  Christopher L. Dutton                        

       Christopher L. Dutton

       President and Chief Executive Officer

Dated: November 26, 2002

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
(a)(5)(D)	Press Release, dated November 25, 2002.

EX-1

Exhibit (a)(5)(D)

NEWS	FOR IMMEDIATE RELEASE
#28-02	November 25, 2002

GREEN MOUNTAIN POWER ANNOUNCES FINAL RESULTS OF ITS  
SUCCESSFUL MODIFIED “DUTCH AUCTION” SELF TENDER OFFER

COLCHESTER, VT – GREEN MOUNTAIN POWER CORPORATION (NYSE: GMP) announced today the final results of its successful modified “Dutch Auction” self tender offer, which expired at 12:00 midnight, New York City time, on November 19, 2002.

Based on the final count by the depositary for the tender offer, 811,783 shares of common stock were properly tendered and not withdrawn at a price at or below $19.75 per share (including those shares tendered by shareholders who indicated in their letters of transmittal that they were willing to accept the price selected by Green Mountain Power in accordance with the terms of the offer). Green Mountain Power accepted for purchase all 811,783 shares at a purchase price of $19.75 per share in accordance with the terms of the offer. The 811,783 shares that Green Mountain Power accepted for purchase are comprised of the 800,000 shares Green Mountain Power offered to purchase and 11,783 shares to be purchased pursuant to Green Mountain Power’s right to purchase up to an additional 2% of its outstanding shares. Due to the exercise of such right, there will be no proration and all shares properly tendered and not withdrawn at a price at or below $19.75 per share will be purchased.

Mellon Investor Services LLC (the depositary for the tender offer) will promptly issue payment for all shares accepted for purchase and return all shares tendered but not accepted for purchase. Any questions regarding the tender offer may be directed to Mellon Investor Services LLC at (800) 858-0985. As a result of the completion of the tender offer, and immediately following payment for the tendered shares, Green Mountain Power will have approximately 4,920,327 shares of common stock outstanding.

Green Mountain Power is a public utility operating company engaged in supplying electrical energy in the State of Vermont in a territory with approximately one quarter of the State’s population. Green Mountain Power serves approximately 87,000 customers.