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

                                   -----------


Date of Report (Date of earliest event reported): November 18, 1998

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

<TABLE>
<S>                                                                   <C>       
                  VERMONT                                             03-0127430
(State or Other Jurisdiction of Incorporation)     (I.R.S. Employer Identification Number)
</TABLE>

                                     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)


<PAGE>



Item 5. Other events.

Pending Rate Case Stayed

     On November 18, 1998, by Memorandum of Understanding  (MOU), Green Mountain
Power  Corporation (the Company),  the Vermont  Department of Public Service and
International  Business Machines  Corporation agreed to stay, effective November
16, 1998,  rate  proceedings  in the Company's  current rate case until or after
September 1, 1999, or such earlier date as the parties may later agree to or the
Vermont  Public  Service  Board  (VPSB) may order.  The MOU  provides  for a 5.7
percent  temporary retail rate increase,  to produce $9.19 million in annualized
additional  revenue,  effective  with service  rendered  December  15, 1998.  An
additional surcharge will be permitted,  without further VPSB order, in order to
produce  additional  revenues necessary to provide the Company with the capacity
to finance  estimated  1999 Pine Street Barge Canal site  expenditures  of $5.84
million.  In its May 8, 1998 rate case  filing  with the VPSB,  the  Company has
requested a 12.9 percent rate increase to produce approximately $20.8 million in
additional annual revenue. The Company's press release, dated November 18, 1998,
announcing the interim rate  settlement is attached  hereto as Exhibit 99(a) and
is incorporated by reference herein.

     The MOU must be approved by the VPSB. The temporary  rates,  as adjusted by
any surcharge  related to the Pine Street Barge Canal site described above, will
remain in effect until the VPSB issues a final order in the rate case docket.

     The stay and  suspension of this pending rate case and the  temporary  rate
levels  agreed to in the MOU are  designed  to allow the  Company to continue to
provide  adequate  and  efficient  service  to  its  customers  while  it  seeks
mitigation of its power supply costs.

     Following the stay, which expires on September 1, 1999 or such earlier date
as agreed to by the parties or ordered by the VPSB, the remaining proceedings in
the case will commence and, as noted above, a final VPSB decision will be issued
on  December  15,  1999.  In the event that the VPSB  issues a final  order that
allows a retail rate increase that is less than the  temporary  rates,  all sums
collected in excess of such final rates will be refunded by adjusting rates on a
prospective basis, by customer class, to reflect the appropriate refund amounts.

     The MOU does not provide for any specific disallowance of power costs under
the Company's  purchase  power  contract with  Hydro-Quebec.  Issues  respecting
recovery of such power costs are preserved for future proceedings.  The VPSB did
impose a power cost disallowance of $5.48 million  (annualized)  associated with
the  Hydro-Quebec  contract in the  Company's  last rate case. If the Company is
unable to  demonstrate  a reasonable  possibility  of  mitigation  of such power
costs,  and absent  further  order from the


<PAGE>



VPSB,  the Company  would likely be required to recognize in the last quarter of
1998 a pre-tax charge  equivalent to the $5.48 million  Hydro-Quebec  power cost
disallowance.  If the VPSB imposes power cost  disallowances  greater than $5.48
million  for 1999 in its final  order in this  rate  case,  potentially  greater
charges could be recognized during 1999 and subsequent years.

     The  Company  agreed  not to file with the VPSB a petition  requesting  any
further  increase in retail  electric  rates prior to September 1, 1999,  except
that this MOU does not preclude the Company from filing a request for additional
temporary rate increases pursuant to 30 V.S.A. ss.226(a).

     The  temporary  rates  include $1 million that is to be used by the Company
for enhanced right of way maintenance and pole testing and treatment.

     The Company's regulatory asset account balances of $5.1 million,  which are
subject to  recovery  in this  docket,  are to be  amortized  over seven  years,
beginning  January  1999.  This balance  reflects  only the amount filed in this
docket, and is related to regulatory  commission expense,  tree trimming,  storm
damage and the costs  associated with the ice storm of 1998.  This  amortization
period will be subject to review by the VPSB after the expiration of the stay in
this docket.

     In the event that the Vermont  Supreme Court issues an order  reversing the
VPSB's orders in the Company's last rate case prior to issuance of a final order
in this docket,  any resulting  adjustments  in rates will not become  effective
until  the VPSB  issues a final  order in this  docket.  The MOU  provides  that
nothing in it will reduce or limit the Company's entitlement to full recovery of
any  amounts  due the  Company  if it  should  prevail  on the  appeal.  See the
Company's  Quarterly Report on Form 10-Q for the period ended September 30, 1998
- Note 4 and Note 5 of "Notes to Consolidated Financial Statements".

     Notwithstanding  the  interim  rate  settlement,  the  Company is unable to
predict  whether the MOU or other future events,  singularly or in  combination,
could cause its lending  banks to refuse to allow further  borrowings  under the
Company's revolving loan agreement, to seek to enter into a new credit agreement
with the Company and/or to immediately  call in all  outstanding  loans.  If the
Company  is unable  to  borrow  on a  short-term  basis,  it will  evaluate  all
potential alternatives available at the time, including, but not limited to, the
filing of a petition for reorganization under the United States Bankruptcy Code.



<PAGE>



Change in Common Stock Dividend

     On November  23,  1998,  the Board of  Directors  of Green  Mountain  Power
Corporation (the Company) announced a reduction in the quarterly dividend on the
Company's  common stock from $0.275 per share to $0.1375 per share. The dividend
is payable  December  31,  1998 to holders of record at the close of business on
December 16, 1998.  The new  indicated  annual  dividend rate is $0.55 per share
compared to the previous rate of $1.10 per share.  The Company's  press release,
dated November 23, 1998, announcing the dividend reduction is attached hereto as
Exhibit 99(b) and is incorporated by reference herein.

     The  Company's  current  dividend  policy  reflects  changes  affecting the
electric   utility   industry,   which  is  moving  away  from  the  traditional
cost-of-service regulatory model to a competition based market for power supply,
as well as  earnings  projections  associated  with the rate  case  developments
referred to above. The Company's current environment has prompted the Company to
reassess the  appropriateness  of its traditional  dividend policy. The Board of
Directors  will  continue  this   assessment  and  adjust  the  dividend,   when
appropriate, as the Vermont electricity industry evolves towards competition. In
addition,  if other events  beyond the  Company's  control  cause its  financial
situation to  deteriorate  further,  the Board of Directors  will also  consider
whether the current  dividend level is appropriate or if the dividend  should be
reduced or eliminated.

Item 7. Financial Statements, ProForma Financial Information and Exhibits

(a)  and (b) --Not applicable

(c)  Exhibits

     99(a) --Press Release dated November 18, 1998
     99(b) --Press Release dated November 23, 1998


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  cased  this  report  to be  signed  on its  behalf  by the
undersigned thereunto duly authorized.

                                                GREEN MOUNTAIN POWER CORPORATION
                                                            Registrant

                                               By /s/ Edwin M. Norse 
                                                 -------------------------------
                                                 Edwin M. Norse
                                                 VICE PRESIDENT, CHIEF FINANCIAL
                                                 OFFICER AND TREASURER

                                               BY /s/ Robert J. Griffin
                                                 -------------------------------
                                                 Robert J. Griffin
                                                 CONTROLLER

DATED: December 3, 1998
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 9732}]
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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

                                   -----------

Date of Report (Date of earliest event reported): November 18, 1998

                        GREEN MOUNTAIN POWER CORPORATION
             (Exact Name of Registrant as Specified in its Charter)
VERMONT                                             03-0127430
(State or Other Jurisdiction of Incorporation)     (I.R.S. Employer Identification Number)
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.

Pending Rate Case Stayed

     On November 18, 1998, by Memorandum of Understanding  (MOU), Green Mountain
Power  Corporation (the Company),  the Vermont  Department of Public Service and
International  Business Machines  Corporation agreed to stay, effective November
16, 1998,  rate  proceedings  in the Company's  current rate case until or after
September 1, 1999, or such earlier date as the parties may later agree to or the
Vermont  Public  Service  Board  (VPSB) may order.  The MOU  provides  for a 5.7
percent  temporary retail rate increase,  to produce $9.19 million in annualized
additional  revenue,  effective  with service  rendered  December  15, 1998.  An
additional surcharge will be permitted,  without further VPSB order, in order to
produce  additional  revenues necessary to provide the Company with the capacity
to finance  estimated  1999 Pine Street Barge Canal site  expenditures  of $5.84
million.  In its May 8, 1998 rate case  filing  with the VPSB,  the  Company has
requested a 12.9 percent rate increase to produce approximately $20.8 million in
additional annual revenue. The Company's press release, dated November 18, 1998,
announcing the interim rate  settlement is attached  hereto as Exhibit 99(a) and
is incorporated by reference herein.

     The MOU must be approved by the VPSB. The temporary  rates,  as adjusted by
any surcharge  related to the Pine Street Barge Canal site described above, will
remain in effect until the VPSB issues a final order in the rate case docket.

     The stay and  suspension of this pending rate case and the  temporary  rate
levels  agreed to in the MOU are  designed  to allow the  Company to continue to
provide  adequate  and  efficient  service  to  its  customers  while  it  seeks
mitigation of its power supply costs.

     Following the stay, which expires on September 1, 1999 or such earlier date
as agreed to by the parties or ordered by the VPSB, the remaining proceedings in
the case will commence and, as noted above, a final VPSB decision will be issued
on  December  15,  1999.  In the event that the VPSB  issues a final  order that
allows a retail rate increase that is less than the  temporary  rates,  all sums
collected in excess of such final rates will be refunded by adjusting rates on a
prospective basis, by customer class, to reflect the appropriate refund amounts.

     The MOU does not provide for any specific disallowance of power costs under
the Company's  purchase  power  contract with  Hydro-Quebec.  Issues  respecting
recovery of such power costs are preserved for future proceedings.  The VPSB did
impose a power cost disallowance of $5.48 million  (annualized)  associated with
the  Hydro-Quebec  contract in the  Company's  last rate case. If the Company is
unable to  demonstrate  a reasonable  possibility  of  mitigation  of such power
costs,  and absent  further  order from the
VPSB,  the Company  would likely be required to recognize in the last quarter of
1998 a pre-tax charge  equivalent to the $5.48 million  Hydro-Quebec  power cost
disallowance.  If the VPSB imposes power cost  disallowances  greater than $5.48
million  for 1999 in its final  order in this  rate  case,  potentially  greater
charges could be recognized during 1999 and subsequent years.

     The  Company  agreed  not to file with the VPSB a petition  requesting  any
further  increase in retail  electric  rates prior to September 1, 1999,  except
that this MOU does not preclude the Company from filing a request for additional
temporary rate increases pursuant to 30 V.S.A. ss.226(a).

     The  temporary  rates  include $1 million that is to be used by the Company
for enhanced right of way maintenance and pole testing and treatment.

     The Company's regulatory asset account balances of $5.1 million,  which are
subject to  recovery  in this  docket,  are to be  amortized  over seven  years,
beginning  January  1999.  This balance  reflects  only the amount filed in this
docket, and is related to regulatory  commission expense,  tree trimming,  storm
damage and the costs  associated with the ice storm of 1998.  This  amortization
period will be subject to review by the VPSB after the expiration of the stay in
this docket.

     In the event that the Vermont  Supreme Court issues an order  reversing the
VPSB's orders in the Company's last rate case prior to issuance of a final order
in this docket,  any resulting  adjustments  in rates will not become  effective
until  the VPSB  issues a final  order in this  docket.  The MOU  provides  that
nothing in it will reduce or limit the Company's entitlement to full recovery of
any  amounts  due the  Company  if it  should  prevail  on the  appeal.  See the
Company's  Quarterly Report on Form 10-Q for the period ended September 30, 1998
- Note 4 and Note 5 of "Notes to Consolidated Financial Statements".

     Notwithstanding  the  interim  rate  settlement,  the  Company is unable to
predict  whether the MOU or other future events,  singularly or in  combination,
could cause its lending  banks to refuse to allow further  borrowings  under the
Company's revolving loan agreement, to seek to enter into a new credit agreement
with the Company and/or to immediately  call in all  outstanding  loans.  If the
Company  is unable  to  borrow  on a  short-term  basis,  it will  evaluate  all
potential alternatives available at the time, including, but not limited to, the
filing of a petition for reorganization under the United States Bankruptcy Code.
Change in Common Stock Dividend

     On November  23,  1998,  the Board of  Directors  of Green  Mountain  Power
Corporation (the Company) announced a reduction in the quarterly dividend on the
Company's  common stock from $0.275 per share to $0.1375 per share. The dividend
is payable  December  31,  1998 to holders of record at the close of business on
December 16, 1998.  The new  indicated  annual  dividend rate is $0.55 per share
compared to the previous rate of $1.10 per share.  The Company's  press release,
dated November 23, 1998, announcing the dividend reduction is attached hereto as
Exhibit 99(b) and is incorporated by reference herein.

     The  Company's  current  dividend  policy  reflects  changes  affecting the
electric   utility   industry,   which  is  moving  away  from  the  traditional
cost-of-service regulatory model to a competition based market for power supply,
as well as  earnings  projections  associated  with the rate  case  developments
referred to above. The Company's current environment has prompted the Company to
reassess the  appropriateness  of its traditional  dividend policy. The Board of
Directors  will  continue  this   assessment  and  adjust  the  dividend,   when
appropriate, as the Vermont electricity industry evolves towards competition. In
addition,  if other events  beyond the  Company's  control  cause its  financial
situation to  deteriorate  further,  the Board of Directors  will also  consider
whether the current  dividend level is appropriate or if the dividend  should be
reduced or eliminated.

Item 7. Financial Statements, ProForma Financial Information and Exhibits

(a)  and (b) --Not applicable

(c)  Exhibits

     99(a) --Press Release dated November 18, 1998
     99(b) --Press Release dated November 23, 1998
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  cased  this  report  to be  signed  on its  behalf  by the
undersigned thereunto duly authorized.

                                                GREEN MOUNTAIN POWER CORPORATION
                                                            Registrant

                                               By /s/ Edwin M. Norse 
                                                 -------------------------------
                                                 Edwin M. Norse
                                                 VICE PRESIDENT, CHIEF FINANCIAL
                                                 OFFICER AND TREASURER

                                               BY /s/ Robert J. Griffin
                                                 -------------------------------
                                                 Robert J. Griffin
                                                 CONTROLLER

DATED: December 3, 1998