SC TO-I/A

As filed with the Securities and Exchange Commission on November 8, 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. 2)

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* Amount of Filing Fee

$16,800,000 $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 suject 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.  ¨

This Amendment No. 2 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 (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 is offering 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 is 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. 2 is filed in satisfaction of the reporting requirements of Rule 13e-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

ITEM 12.    Exhibits.

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

(a)(1)(G) Letter to Participants in Green Mountain Power’s Employee Savings and Investment Plan and Trust, dated November 8, 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. 2 is true, complete and correct.

GREEN MOUNTAIN POWER CORPORATION

By:  /s/ Christopher L. Dutton

        Christopher L. Dutton

        President and Chief Executive Officer

Dated: November 8, 2002

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
(a)(1)(G)	Letter to Participants in Green Mountain Power’s Employee Savings and Investment Plan and Trust, dated November 8, 2002.

EX-1

Exhibit (a)(1)(G)

LETTER TO PARTICIPANTS IN THE GREEN MOUNTAIN POWER CORPORATION

EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST

RELATED TO THE

OFFER TO PURCHASE OUTSTANDING SHARES

OF

GREEN MOUNTAIN POWER CORPORATION

HELD IN THE

GREEN MOUNTAIN POWER CORPORATION

EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST

NOVEMBER 8, 2002

TO: PARTICIPANTS IN THE GREEN MOUNTAIN POWER CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST (THE “PLAN”)

On October 18, 2002, Green Mountain Power Corporation mailed to all Plan participants a letter describing the offer by Green Mountain Power 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, 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. Enclosed with that letter were copies of (1) the Offer to Purchase by Green Mountain Power, dated October 18, 2002, and (2) the related Letter of Transmittal.

The purpose of this letter is to correct an error in the October 18, 2002 letter to Plan participants relating to the deadline for submitting the instruction form enclosed with the October 18, 2002 letter to Plan participants (the “Instruction Form”) to the trustee’s tabulator, Mellon Investor Services, if you wish to direct the trustee to tender Green Mountain Power shares allocated to your Plan account.

The Instruction Form must be received by the trustee’s tabulator no later than 12:00 midnight, New York City time, on TUESDAY, NOVEMBER 12, 2002 (unless the offer is extended) in order for your instructions to be followed. If the Instruction Form is not properly completed or is not received by the 12:00 midnight, New York City time, Tuesday, November 12, 2002 deadline, none of your Green Mountain Power shares will be tendered and none will be purchased (unless the offer is extended). The October 18, 2002 letter to Plan participants erroneously stated that the deadline was Tuesday, November 19, 2002.

Please note that the Tuesday, November 12, 2002 deadline is FIVE BUSINESS DAYS BEFORE the current expiration date for the offer, Tuesday, November 19, 2002. It is necessary to submit your Instruction Form to the trustee’s tabulator before the expiration date because the trustee must deliver the information to the Depositary for the offer by the expiration date.

The only actions you are required to take to direct the trustee to tender Green Mountain Power shares allocated to your Plan account are:

(1) specify the percentage of Green Mountain Power shares that you wish the trustee to tender,

(2) designate the price at which the trustee should tender the Green Mountain Power shares, and

(3) sign, date and return the enclosed Instruction Form so that it is received by Mellon Investor Services LLC no later than 12:00 midnight, New York City time, on Tuesday, November 12, 2002. The completed Instruction Form may be mailed to Mellon Investor Services LLC at the following address: Reorganization Department, P.O. Box 3301, South Hackensack, New Jersey 07606. The completed Instruction Form may also be sent to Mellon Investor Services LLC via facsimile at 1-201-296-4293. If you fax the completed Instruction Form to Mellon Investor Services LLC, you must call 1-201-296-4860 to obtain your confirmation number.

You do not need to complete any form other than Instruction Form enclosed with the October 18, 2002 letter to Plan participants to tender Green Mountain Power shares allocated to your plan account.

For additional information regarding the terms and conditions of the offer, see the information contained in the October 18, 2002 letter to Plan participants (as amended by this letter), the Offer to Purchase and the Letter of Transmittal. The Information Agent for this tender offer is Mellon Investor Services LLC. All questions regarding the tender offer should be directed to Mellon Investor Services LLC at 1-800-858-0985.