10

                                                                 FILE NO. 69-197

                                   FORM U-3A-2

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D. C.


     Statement  by Holding Company Claiming Exemption Under Rule U-3A-2 from the
Provisions  of  the  Public  Utility  Holding  Company  Act  of  1935.

                        GREEN MOUNTAIN POWER CORPORATION

hereby  files  with  the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public  Utility  Holding  Company  Act  of 1935.  This annual statement is being
filed  in connection with the ownership by Green Mountain Power Corporation (the
"Company",  or  "GMP")  of  (1) 18.99 percent of the outstanding common stock of
Vermont  Yankee  Nuclear  Power Corporation ("Vermont Yankee" or "VY") (see File
No.  70-4435)  and  (2)  29.5 percent of the outstanding common stock (Class B),
24.3  percent  of the outstanding common stock (Class C) and 30.0 percent of the
outstanding  preferred  stock  (Class C) of Vermont Electric Power Company, Inc.
("VELCO")  (see  Application  under  Section  10  of  the Public Utility Holding
Company Act of 1935 by the Company on Form U-1, File No. 70-4840, Administrative
Proceeding  No.  3-2330,  and  Order  of the Securities and Exchange Commission,
dated  March  11, 1970, in connection therewith, and Holding Company Act Release
No.  16632).  In  addition,  the  Company  has an indirect ownership interest in
Vermont Electric Transmission Company, Inc. ("VETCO"), a wholly-owned subsidiary
of  VELCO.
      At  December  31,  2002,  the Company owned 100 percent of the outstanding
common  stock  of Northern Water Resources, Inc., formerly Mountain Energy, Inc.
("NWR"),  Green  Mountain  Propane  Gas,  Limited  ("GMPG"),  GMP  Real  Estate
Corporation  ("GMPRE"),  Green  Mountain  Power Investment Company ("GMPIC), and
Green  Mountain  Resources,  Inc. ("GMRI").  None of these companies are, at the
present  time,  a  "public  utility  company"  as  defined  in  the  Act.
     In  support of the Company's claim for exemption, the following information
is  submitted.
1.     Name,  state of organization, location and nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale generator (EWG) or
foreign  utility  company  in  which  claimant  directly  or indirectly holds an
interest.



                        GREEN MOUNTAIN POWER CORPORATION

     The  Company  was  incorporated  under  the laws of the State of Vermont on
April  7,  1893,  and  has  its  principal  executive  office at 163 Acorn Lane,
Colchester,  Vermont.
     The principal business of the Company is to supply electrical energy in the
State  of  Vermont  in a territory with approximately twenty-five percent of the
State's  population.  The  Company  serves  approximately 88,000 customers.  The
principal  territory  furnished  with  electricity  comprises an area of roughly
twenty-five  miles  in width extending ninety miles across north central Vermont
between  Lake  Champlain  on  the  west  and  the Connecticut River on the east.
Included  in  this  territory  are  the  cities  of  Montpelier,  Barre,  South
Burlington,  Vergennes,  Williston,  Shelburne  and  Winooski and the Village of
Essex Junction, and a number of smaller towns and communities, including several
communities surrounding the city of Burlington that have experienced substantial
population  growth.  The  Company  also  distributes  electricity  in  four
noncontiguous  areas  located  in  southern  and  southeastern  Vermont that are
interconnected  with  the  Company's  principal  service  area  through  the
transmission  lines  of  VELCO  and  others.  Included  in  these  areas are the
communities  of  Vernon  (where  the  Vermont  Yankee plant is located), Bellows
Falls,  White  River  Junction,  Wilder,  Wilmington  and  Dover.
     The  Company  supplies  at wholesale a portion of the power requirements of
several  municipalities  and  cooperatives in the State of Vermont.  The Company
interchanges  economy and emergency power and energy with the Independent System
Operator  of  New  England  ("ISO"),  a  function  formerly performed by the New
England  Power  Pool  ("NEPOOL").
     The  Company  is  the  sole  stockholder  of NWR (formerly Mountain Energy,
Inc.),  GMPG,  GMPRE, and GMPIC, all incorporated under the laws of the State of
Vermont  and  of  GMRI,  incorporated  under  the laws of the State of Delaware.
     The  primary business of NWR was to invest in non-utility energy generation
and  efficiency  projects.  NWR's  principal  office  is  at  163  Acorn  Lane,
Colchester,  Vermont.  The  Company  has sold nearly all of NWR's generation and
efficiency  assets,  offices  and equipment, and its former corporate trade-name
(Mountain  Energy,  Inc.)  to  KMS  Mountain  Energy,  Inc.
     The  business of GMPG is to close out the affairs of Green Mountain Propane
Gas Company, its predecessor, an operating retail propane gas seller, the assets
of  which  were  sold  on  March  16,  1998.
     The  business  of  GMPRE  has  consisted of the construction, operation and
lease  to  the  Company  of certain assets, principally, the former headquarters
building  for  the  Company in South Burlington, Vermont, as well as two service
centers  in  Bellows  Falls  and  Wilmington,  Vermont.  The  leases  on  these
properties  were  purchased,  and  the  former headquarters building sold during
1999.  GMPRE's  principal  office  is  at  163  Acorn Lane, Colchester, Vermont.
     GMPIC does not presently conduct any business or operations, and was formed
to  acquire  and  or  hold GMP investment interests in VELCO and Vermont Yankee.
     GMRI  was  formed  in  April  1996  to explore opportunities in competitive
retail  energy  markets.  In  1996,  GMRI,  together  with  subsidiaries  of
Hydro-Quebec,  Consolidated  Natural  Gas  Corporation  and  Noverco,  Inc.,
participated  in  the  retail sales of energy in pilot programs in New Hampshire
and  Massachusetts  through  Green  Mountain  Energy Partners L.L.C. ("GMEP"), a
Delaware  limited  liability company formed in April 1996.  GMRI and GMEP do not
actively  engage  in  any business presently.  GMRI's offices are located at 163
Acorn  Lane,  Colchester,  Vermont.
     The  State  of New Hampshire experimented to provide retail customer choice
in  the  purchase of electricity.  The New Hampshire pilot program began in June
1996  and  terminated  in  June  1998.
     The  Commonwealth  of  Massachusetts  authorized  Bay  State  Gas Company's
Pioneer  Valley  Customer  Choice  Residential  Pilot  Program,  in  which  GMEP
participated.
     In addition, GMRI owned a minor interest in Green Mountain Energy Resources
("GMER"),  a company that has created retail brands of electricity that are sold
to consumers in competitive markets.  In January 1999, GMRI sold its interest in
GMER  to  Green  Funding  I,  L.L.C.
     NWR and GMPRE are not public utilities and are not qualified to do business
in any state other than the State of Vermont.  NWR owns a subsidiary that owns a
company  specializing  in  wastewater  treatment  technology,  and directly owns
approximately  13.6  percent  of  a  second  company  specializing in wastewater
treatment  technology.  NWR  also retained ownership of partnership interests in
two  wind  powered  generation  facilities  in  California,  and  a  note from a
hydro-powered  generation  facility  in  new  Hampshire.
     GMPG  is  not a public utility and is qualified to do business in the State
of  Vermont.  Neither GMRI nor GMEP are public utilities, and both are qualified
to  do  business  in  the  States  of  Vermont, New Hampshire and Massachusetts.

                    VERMONT YANKEE NUCLEAR POWER CORPORATION

     Vermont  Yankee  was incorporated in Vermont on August 4, 1966, and has its
principal  office  at  Ferry  Road,  RD  #5,  Brattleboro,  Vermont.
     On  July  31,  2002,  Vermont Yankee announced that the sale of its nuclear
power  plant  to  Entergy Nuclear Vermont Yankee ("Entergy") had been completed.
In  addition  to  the  sale  of  the generating plant, the transaction calls for
Entergy  through  its power contract with VY, to provide 20 percent of the plant
output  to  the  Company  at  average  annual prices ranging from $39 to $45 per
megawatt  hour  through  2012,  subject  to  a  "low  market adjuster" effective
November,  2005,  that protects the Company and other sponsors in the event that
market  prices  for  power  drop  significantly.  This  power  contract supplies
approximately  35  percent  of  the  Company's  present  energy  requirements.
     Since  the sale of the nuclear plant, the business of Vermont Yankee is the
management  of  its  power  supply  contract  with  Entergy,  and  the  sale  of
electricity  at the plant to those New England utilities, including the Company,
who  are its sponsoring stockholders.  The Company owns approximately 19 percent
of  the  common  stock  of  VY.
     As  a  result  of  the  sale,  Vermont Yankee is no longer a public utility
company.


                      VERMONT ELECTRIC POWER COMPANY, INC.

     VELCO  was  incorporated under the laws of the State of Vermont on December
28, 1956, and has its principal office at Pinnacle Ridge Road, Rutland, Vermont.
     VELCO  provides  transmission services for all of the electric distribution
utilities  in  the  State  of  Vermont.  VELCO  is  reimbursed for its costs (as
defined  in the agreements relating thereto) for the transmission of power which
VELCO  transmits  for  the  electric  distribution  utilities.
     VELCO has agreements for single-unit power purchases that it resells at its
cost  to  various  electric  distribution  utilities  in  the  State of Vermont.
     VELCO  was  a  participant  with all of the major electric utilities in New
England  in NEPOOL, acting for itself and as agent for twenty-two other electric
utilities  in Vermont, including the Company.  The ISO replaced NEPOOL effective
May  1,  1999.  The  ISO  works as a clearinghouse for purchasers and sellers of
electricity  in the new deregulated markets.  Sellers place bids for the sale of
their  generation  or purchased power resources and if demand is high enough the
output  from  those  resources  is  sold.

              VERMONT ELECTRIC TRANSMISSION COMPANY, INC.("VETCO")

     VETCO,  a wholly-owned subsidiary of VELCO, was incorporated under the laws
of  the  State  of  Vermont  on  May  13,  1982, and has its principal office at
Pinnacle  Ridge  Road,  Rutland,  Vermont.
     VETCO  has  entered  into  a  Phase  I  Vermont  Transmission  Line Support
Agreement with the New England utilities listed in Attachment A thereto dated as
of  December  1, 1981, and associated agreements relating to the Vermont portion
of  a transmission line interconnecting the electric systems in New England with
the electric system of Hydro-Qu bec.  Phase I of the interconnection consists of
a  +-450  kV  HVDC  transmission  line  from  the  Des Cantons Substation on the
Hydro-Qu  bec  system  near Sherbrooke, Canada, to a converter terminal having a
capacity  of  690 MW at the Comerford Generating Station in New Hampshire on the
Connecticut  River.  The  transmission  line and terminal were declared to be in
commercial  operation  on  October 1, 1986.  Hydro-Qu bec built and operates the
Canadian  portion  of  Phase  I.  VETCO  constructed and operates the portion of
Phase  I  from  the Canadian border through Vermont to the New Hampshire border.
The  terminal  facility  is  owned  by  a subsidiary of the New England Electric
System  ("NEES").  Phase  II  of  the  interconnection  expanded  the  Phase  I
capability  to  2,000 MW through the extension of the +-450 kV HVDC transmission
line from the Comerford terminal in New Hampshire to a terminal facility located
at  the  Sandy  Pond  Substation  in Massachusetts.  Agreements relative to this
second  phase have been executed by Hydro-Qu bec, NEPOOL and various New England
utilities,  including  the  Company.


                         NORTHERN WATER RESOURCES, INC.

     Northern Water Resources, Inc. was incorporated under the laws of the State
of Vermont on December 11, 1989, and has its principal office at 163 Acorn Lane,
Colchester,  Vermont  as  of  December  31,  2002.
         In  1993,  NWR  indirectly  acquired a 25.7 percent limited partnership
interest in a 50 MW wind powered generating facility that is operating northeast
of  San  Francisco;  in  1998  the  limited partnership interest increased to 26
percent.  These  generating  facilities are qualifying facilities, as defined by
the  Public  Utility  Regulatory  Policies  Act.

      During  2000,  NWR  sold  its  interests  in  almost  all of its qualified
generating  facilities, retaining the wastewater treatment assets, the note from
a  hydropower  facility, and its partnership interest in wind powered generation
facilities.  In  January 2001, the company was renamed Northern Water Resources,
Inc. (formerly known as Mountain Energy Inc.), and moved its principal office to
163  Acorn  Lane,  Colchester,  Vermont.

     2.  A  brief  description  of  the  properties  of claimant and each of its
subsidiary  public  utility  companies used for the generation, transmission and
distribution  of  electric  energy for sale, or for the production, transmission
and  distribution  of  natural  or  manufactured gas, indicating the location of
principal  generating  plants,  transmission  lines,  producing  fields,  gas
manufacturing plants and electric and gas distribution facilities, including all
such  properties  which  are  outside  the  State  in  which  claimant  and  its
subsidiaries  are  organized, and all transmission or pipelines which deliver or
receive  electric energy or gas at the borders of such State, is detailed below.

                        GREEN MOUNTAIN POWER CORPORATION

     The Company's properties are operated as a single system serving five areas
in Vermont which are interconnected by transmission lines of VELCO.  The Company
owns  and  operates  eight  hydroelectric  generating stations with an estimated
claimed  capability  of  35.6  MW,  two  gas turbine generating stations with an
aggregate  claimed capability of 72.7 MW and two diesel generating stations with
an  aggregate  claimed  capability  of  8.4  MW.
     The  Company  had,  at  December  31, 2002, approximately 2 miles of 115 kV
transmission  lines,  10  miles  of  69  kV transmission lines, 5 miles of 44 kV
transmission lines, 187 miles of 34.5 kV transmission lines, and 2 miles of 13.8
kV  transmission  lines.  Our  distribution  system included approximately 2,340
miles  of overhead lines of 2.4 to 34.5 kV and 455 miles of underground cable of
2.4  to  34.5 kV.  At such date, we owned approximately 115,000 kV of substation
transformer  capacity  in  transmission substations and 590,000 kV of substation
transformer capacity in distribution substations and approximately 872,000 kV of
transformers  for  step-down  from  distribution  to  customer  use.  All of the
foregoing  properties  of  the  Company  are  located  in  the State of Vermont.

     The  Company's  system  is  interconnected at locations within the State of
Vermont  with  the  lines  of  out-of-state  utilities  in  New  Hampshire  and
Massachusetts  at  thirteen points along the eastern and southern borders of the
State.  The  transmission lines of the Company are interconnected at four points
in northeastern Vermont with the transmission lines of utilities in the State of
New  Hampshire.
     The  Company  is  a participant, with other New England utilities, in three
major  electric  generating  stations  pursuant  to  joint ownership agreements.
Under  each such agreement, the lead participant has undertaken to construct and
operate the plant for all participants.  The Company is not the lead participant
in  these  plants.  The  plants  and  locations  and the amount of the Company's
participation,  are  as  follows:
A.   Wyman #4, Yarmouth, Maine -- 1.1 percent (6.8 MW of a total 620 MW) -- lead
participant  is  Central  Maine  Power  Company;
B.  Stony Brook #1, Ludlow, Massachusetts -- 8.8 percent (31.0 MW of a total 352
MW)  --  lead participant is Massachusetts Municipal Wholesale Electric Company;
and
C.   Joseph C. McNeil Generating Station, Burlington, Vermont -- 11 percent (5.8
MW  of  a  total  53  MW) -- lead participant is Burlington Electric Department.
     The  Company  has  acquired title to its percentage interests in the Wyman,
Stony  Brook and McNeil projects.  Wyman became operational in 1979; Stony Brook
in  December  1981;  and  McNeil  in  June  1984.

                    VERMONT YANKEE NUCLEAR POWER CORPORATION

     Vermont  Yankee  constructed  and  operated,  and  recently  sold  a
nuclear-powered electric generating plant with a nameplate capability of 540 MW.
The  plant  is  located  on  the  Connecticut River in Vernon, Vermont.  Vermont
Yankee  now  buys  output  from  the  plant  under  a contract with Entergy that
provides  the  Company  with  approximately  20  percent  of  the  plant output.

                      VERMONT ELECTRIC POWER COMPANY, INC.

     VELCO has no generating facilities, but has approximately 483 pole miles of
transmission  lines  and twenty-nine associated substations located in the State
of  Vermont.  VELCO's  properties  interconnect  with  the lines of the New York
Power  Authority  at the New York-Vermont state line near Plattsburgh, New York;
with  the transmission facilities of Niagara Mohawk Power Corporation at the New
York-Vermont  state line near Whitehall, New York and North Troy, New York; with
lines  of  New  England Power Company at or near the New Hampshire-Vermont state
line  at  Wilder,  Vermont,  and  at  Monroe, New Hampshire, near Claremont, New
Hampshire,  and  at  the  Massachusetts-Vermont  state  line  near  North Adams,
Massachusetts;  with  the lines of Public Service Company of New Hampshire at or
near the New Hampshire-Vermont state line at Littleton, New Hampshire, Ascutney,
Vermont  and  Vernon,  Vermont;  and  with  the  lines  of  Hydro-Qu  bec at the
Quebec-Vermont  border  near Highgate, Vermont through an AC/DC/AC converter and
7.6  miles of transmission line jointly owned by several Vermont utilities.  All
of  its  transmission  facilities  are  in Vermont, except for approximately 4.3
miles  of  transmission  lines  in  New  Hampshire.

                   VERMONT ELECTRIC TRANSMISSION COMPANY, INC.

     VETCO  does  not  own any generating or distribution facilities.  It is not
contemplated  that VETCO will acquire any generating facilities.  VETCO owns and
operates  the  52-mile  Vermont portion of the transmission interconnection with
Hydro-Qu  bec.


                         NORTHERN WATER RESOURCES, INC.

     NWR  does  not have any generating, transmission or distribution facilities
in  place.  It  has  indirect  interests  in  one  material  asset  used for the
generation  of electricity: a 26 percent limited partnership interest in a 50 MW
qualifying  facility  that  uses  wind  turbines  in  California.

     3.  Information  for  the  last  calendar year with respect to claimant and
each  of  its  subsidiary  public  utility  companies  is  as  follows:

A.   Number  of kWh of electric energy sold (at retail or wholesale), and Mcf of
natural  or  manufactured  gas  distributed  at  retail.
Retail  sales  for  Green  Mountain  Power  are  within  the  state  of  Vermont
exclusively.
                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 2002
Total  Electric  Revenues:  $271,697,726
                              Electric:  4,056,130,541
                              Gas:       None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 2002
Total  Electric  Revenues:  $175,722,400
                              Electric:   3,962,621,000
                              Gas:        None

                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2002
Total  Electric  Revenues:  $22,262,649
                              Electric:   278,312,200
                              Gas:        None

B.   Number  of  kWh  of  electric energy and Mcf of natural or manufactured gas
distributed  at retail outside the State in which each such company is organized
(State  of  Vermont).

                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 2002

                              Electric:   None
                              Gas:        None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 2002

                              Electric:   None
                              Gas:        None

                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2002

                              Electric:   None
                              Gas:        None

C.   Number  of  kWh  of  electric energy and Mcf of natural or manufactured gas
sold  at wholesale outside the State in which each such company is organized, or
at  the  State  line  (STATE  OF  VERMONT.)

                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 2002
                Wholesale  Sales  Revenue:  $70,646,536
                 Electric:  2,107,941,705*
                               Gas:        None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 2002
                Wholesale  Sales  Revenue:  $79,075,000
                               Electric:   1,783,179,000
                               Gas:        None

                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2002
                               Electric:   None
                               Gas:        None
*Reflects  1,860,133,400  kWh  sales  to  Morgan  Stanley  under  a Power Supply
Agreement  dated  February  1999.


D.   Number  of  kWh  of  electric energy and Mcf of natural or manufactured gas
purchased  outside  the State in which each such company is organized, or at the
State  line  (STATE  OF  VERMONT).

                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 2002
Power  Supply  Purchases:  $152,778,817
                               Electric:   3,224,565,000*
                               Gas:        None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 2002

                               Electric:   None
                               Gas:        None


                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2002

                               Electric:   None
                               Gas:        None

*Includes  2,072,864,000  kWh purchased from Morgan Stanley under a Power Supply
Agreement  dated  February  1999.



                   VERMONT ELECTRIC TRANSMISSION COMPANY, INC.



     VETCO  owns and operates a 52-mile transmission line as part of the Phase I
project.  VETCO  has  not  bought  or  sold  electric  energy  during  2002.

     4.  The  following  information  for  the  reporting period with respect to
claimant  and  each  interest  it  holds  directly  or indirectly in an EWG or a
foreign  utility  company,  stating  monetary  amounts in United States dollars:

A.    Name, location, business address and description of the facilities used by
the  EWG  or  foreign  utility  company  for  the  generation,  transmission and
distribution  of  electric  energy for sale or for the distribution at retail of
natural  or  manufactured  gas.

              NONE

B.    Name  of each system company that holds an interest in such EWG or foreign
utility  company;  and  description  of  the  interest  held.

              NONE

C.    Type  and  amount  of  capital  invested,  directly  or indirectly, by the
holding  company  claiming  exemption;  any  direct or indirect guarantee of the
security  of  the EWG or foreign utility company by the holding company claiming
exemption;  and  any  debt  or  other  financial  obligation  for which there is
recourse,  directly  or indirectly, to the holding company claiming exemption or
another  system  company,  other  than  the  EWG  or  foreign  utility  company.

              NONE


D.    Capitalization  and  earnings of the EWG or foreign utility company during
the  reporting  period.

              NONE

E.    Identify any service, sales or construction contract(s) between the EWG or
foreign  utility  company  and a system company, and describe the services to be
rendered  or  goods  sold  and  fees  or  revenues  under  such  agreement(s).


              NONE

EXHIBIT  A

     A  consolidating  statement of income and retained earnings of the claimant
and  its  subsidiary  companies  for  the  last  calendar  year, together with a
consolidating  balance  sheet of claimant and its subsidiary companies as of the
close  of  such  calendar  year  are  attached  hereto.


EXHIBIT  B

     Financial  Data  Schedule

     1.   Total  Assets                   $309,102,000

     2.   Total  Operating  Revenues       $274,607,000

     3.   Net  Income                      $11,398,000

EXHIBIT  C

      An  organizational  chart  showing the relationship of each EWG or foreign
utility  company  to  associate  companies  in  the  holding-company  system.

      NOT  APPLICABLE


                                                                 File No. 69-197


                                 SIGNATURE PAGE
                                 --------------


      The  above-named claimant has caused this statement to be duly executed on
its  behalf  by  its  authorized  officer  on  this  26th  day  of  March  2003.

                               GREEN  MOUNTAIN  POWER  CORPORATION
                               -----------------------------------
                                       (name  of  claimant)







(Corporate  Seal)

                               By:  /s/Robert  J.  Griffin
                                   -----------------------
     Robert  J.  Griffin
     Treasurer  and  Controller



Attest:


/s/  Penny  J.  Collins
-----------------------
Penny  J.  Collins
Secretary


Name, title and address of officer to whom notices and correspondence concerning
this  statement  should  be  addressed:


/s/Robert  J.  Griffin
----------------------
Robert  J.  Griffin
Treasurer  and  Controller


Green  Mountain  Power  Corporation
163  Acorn  Lane
Colchester,  VT  05446







CONSOLIDATING  BALANCE  SHEET  FORM  U-3A-2  EXHIBIT  A
                         December 31, 2002                                                    GREEN     GREEN     CONSOLIDATED
                                           GREEN     GREEN     NORTHERN          GREEN     MOUNTAIN    MOUNTAIN         GREEN
                                          MOUNTAIN  MOUNTAIN     WATER     GMP  MOUNTAIN     POWER     POWER         MOUNTAIN
                                            POWER   PROPANE RESOURCES  REAL   RESOURCES  INVESTMENT   CONSOLIDATING     POWER
                                       CORPORATION    GAS CO.     INC.   ESTATE   INC.    COMPANY    ELIMINATIONS   CORPORATION
                                       ------------  ---------  --------  -------  -----  --------  --------------  ------------
(In thousands)
                                                                                            
UTILITY PLANT,NET . . . . . . . . . .  $    203,529  $      -   $     -   $     -  $   -  $      -  $           -   $    203,529
OTHER INVESTMENTS . . . . . . . . . .        20,316         -         -         -      -         -          1,236         21,552
DEFERRED CHARGES. . . . . . . . . . .        75,811         -         -         -      -         -        (24,217)        51,594
CURRENT ASSETS. . . . . . . . . . . .        31,611         -       172         -      -         -           (351)        31,432
OTHER CURRENT ASSETS. . . . . . . . .             -         2         -         1      8         -             (3)             8
PROPERTY AND EQUIPMENT. . . . . . . .             -         -     2,447       249      -         -         (2,447)           249
OTHER ASSETS. . . . . . . . . . . . .           738         -         -         0      4         -             (4)           738
                                       $    332,004  $      2   $ 2,619   $   251  $  12  $      -  $     (25,786)  $    309,102
                                       ============  =========  ========  =======  =====  ========  ==============  ============

COMMON STOCK EQUITY . . . . . . . . .  $     91,721  $     (6)  $(1,262)  $    20  $  12  $      -  $       1,236   $     91,721
REDEEMABLE PREFERRED STOCK. . . . . .            85         -         -         -      -         -              -             85
LONG TERM DEBT LESS CURRENT MATURITY.        93,000         -         -         -      -         -              -         93,000
CAPITAL LEASE OBLIGATION. . . . . . .         5,287         -         -         -      -         -              -          5,287
CURRENT LIABILITIES . . . . . . . . .        32,012         8     3,881        49      -         -         (1,579)        34,371
DEFERRED CREDITS. . . . . . . . . . .       109,899         -         -         -      -         -        (27,202)        82,697
OTHER LIABILITIES . . . . . . . . . .             -         -         0       182      -         -          1,759          1,941
                                       $    332,004  $      2   $ 2,619   $   251  $  12  $      -  $     (25,786)  $    309,102
                                       ============  =========  ========  =======  =====  ========  ==============  ============




                                                                                            GREEN       GREEN     CONSOLIDATED
                                             GREEN     GREEN    NORTHERN          GREEN    MOUNTAIN    MOUNTAIN           GREEN
                                            MOUNTAIN  MOUNTAIN  WATER     GMP   MOUNTAIN   POWER     POWER            MOUNTAIN
                                             POWER    PROPANE  RESOURCES  REAL  RESOURCES INVESTMENT CONSOLIDATING    POWER
                                         CORPORATION    GAS CO.   INC.    ESTATE   INC.   COMPANY    ELIMINATIONS   CORPORATION
                                       ---------------  --------  -----  --------  -----  --------  --------------  ------------
CONSOLIDATING STATEMENT OF INCOME:     (in thousands)
                                                                                            
OPERATING REVENUES. . . . . . . . . .  $       274,608  $      -  $  88  $    14   $   -  $      -  $        (102)  $    274,608
OPERATING EXPENSES. . . . . . . . . .          259,528         -      -       18       -         -            (18)       259,528
                                       ---------------  --------  -----  --------  -----  --------  --------------  ------------
  OPERATING INCOME. . . . . . . . . .           15,080         -     88       (4)      -         -            (84)        15,080

OTHER INCOME. . . . . . . . . . . . .            2,485         2     11        -       -         -            (13)         2,485
INTEREST CHARGES. . . . . . . . . . .            6,170         -      -        -       -         -              -          6,170
                                       ---------------  --------  -----  --------  -----  --------  --------------  ------------
INCOME (LOSS) BEFORE PREFERRED
DIVIDENDS AND DISCONTINUED OPERATIONS           11,395         2     99       (4)      -         -            (97)        11,395
DIVIDENDS ON PREFERRED STOCK. . . . .               96         -      -        -       -         -              -             96
NET INCOME (LOSS) FROM DISCONTINUED
  OPERATIONS. . . . . . . . . . . . .                -                                                         -     99       99
NET LOSS APPLICABLE TO COMMON STOCK .  $        11,299  $      2  $  99  $    (4)  $   -  $      -  $           2   $     11,398
                                       ===============  ========  =====  ========  =====  ========  ==============  ============