As filed with the Secruities and Exchange Commission on June 23, 1995         
                                                     Registration No. __-_____

                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                               __________
                                FORM S-8
           REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
                               __________
                     GREEN MOUNTAIN POWER CORPORATION
          (Exact name of registrant as specified in its charter)
               Vermont                                 03-0127430
      (State of incorporation)             (IRS Employer Identification No.)
                           25 Green Mountain Drive
                      South Burlington, Vermont 05403
                 (Address of principal executive offices)
                     GREEN MOUNTAIN POWER CORPORATION
   COMPENSATION PROGRAM FOR OFFICERS AND CERTAIN KEY MANAGEMENT PERSONNEL
                         (Full title of the Plan)
                              __________
                          Christopher L. Dutton
            Vice President, Chief Financial Officer and Treasurer
                      Green Mountain Power Corporation
                        25 Green Mountain Drive
                     South Burlington, Vermont 05403
                     Telephone:  (802) 864-5731
                  (Name, address and telephone numbers,
                including area codes, of agent for service)

This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission, and sales of the registered
securities will begin as soon as reasonably practicable after such effective
date.
                               __________
                      CALCULATION OF REGISTRATION FEE
                                Proposed    Proposed
                                 Maximum     Maximum
      Title         Amount      Offering    Aggregate   Amount of
  of Securities      to be        Price     Offering  Registration
to be Registered  Registered    Per Share     Price        Fee

  Common stock
  Par Value 
  $3.33 1/3         50,000       $26.06     $1,303,000*   $449.31
                                                                              
   *Estimated pursuant to Rule 457(h) solely for the purpose of calculating the 
registration fee based on estimated total contributions.                  

PART II

Item 3.  Incorporation of Documents by Reference.

     Green Mountain Power Corporation (the "Company") hereby 
incorporates by reference into this Registration Statement the 
following documents previously filed with the Securities and Exchange 
Commission ( the "Commission"):

1. The Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1994; and

2. The Company's Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1995.

     All documents filed by the Company pursuant to Sections (13)(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the 
date of this Registration Statement shall be deemed to be incorporated 
by reference in this Registration Statement and to be a part hereof 
from the date of filing of such documents.

Item 4.     Description of Securities.
                Not Applicable.

Item 5.     None

LEGAL OPINIONS

     The legality of the shares of Additional Common Stock offered 
hereby is being passed upon for the Company by Hunton & Williams, New 
York, New York, special counsel for the Company, and Peter H. Zamore, 
Esq., General Counsel of the Company.  Hunton & Williams will rely 
upon the opinion of Peter H. Zamore as to matters of Vermont law.


EXPERTS

     The audited consolidated financial statements and schedules 
incorporated by reference in the registration statement have been 
audited by Arthur Andersen, LLP, independent public accountants, as 
set forth in their reports, dated January 31, 1995.  Such reports of 
Arthur Andersen, LLP, do not cover periods prior to December 31, 1987, 
which were audited by another firm of independent public accountants.

Item 6.     Indemnification of Directors and Officers.

     The Vermont Business Corporation Act (11A. Section 8.51, 8.52, Section
8.54, Section 8.55 and 8.56) provides, in pertinent part, as follows:

     (8.51) (a) Except as provided in subsection (d) of this section, 
a corporation may indemnify an individual made a party to a 
preceding because the individual is or was a director against 
liability incurred in the proceeding if:  (1) the director 
conducted himself or herself in good faith; and (2) the director 
reasonably believed:  (A) in the case of conduct in the director's 
official capacity with the corporation, that the director's conduct 
was in its best interests; and (B) in all other cases, that the 
director's conduct was at least not opposed to its best interests; 
and (3) in the case of any proceeding brought by a governmental 
entity, the director had no reasonable cause to believe his or her 
conduct was unlawful, and the director is not finally found to have 
engaged in a reckless or intentional unlawful act.

     (b) A director's conduct with respect to an employee benefit plan 
for a purpose the director reasonably believed to be in the 
interests of the participants in and beneficiaries of the plan is 
conduct that satisfies the requirements of subdivision (a)(2)(B) of 
this section.

     (c) The termination of a proceeding by judgment, order, 
settlement, conviction, or upon a plea of nolo contendere or its 
equivalent is not, of itself, determinative that the director did 
not meet the standard of conduct described in this section.

     (d) A corporation may not indemnify a director under this 
section:  (1) in connection with a proceeding by or in the right of 
the corporation in which the director was adjudged liable to the 
corporation; or (2) in connection with any other proceeding 
charging improper personal benefit to the director, whether or not 
involving action in the director's official capacity, in which the 
director was adjudged liable on the basis that personal benefit was 
improperly received by the director.

     (e) Indemnification permitted under this section in connection 
with a proceeding by or in the right of the corporation is limited 
to reasonable expenses incurred in connection with the proceeding.

     (8.52) Unless limited by its articles of incorporation, a 
corporation shall indemnify a director who was wholly successful, 
on the merits or otherwise, in the defense of any proceeding to 
which the director was a party because the director is or was a 
director of the corporation against reasonable expenses incurred by 
the director in connection with the proceeding.

     (8.54) A director of the corporation who is a party to a 
proceeding may apply for indemnification to the court conducting 
the proceeding or to another court of competent jurisdiction.  On 
receipt of an application, the court after giving any notice the 
court considers necessary may order indemnification if it 
determines:  (1) the director is entitled to mandatory 
indemnification under section 8.52 or this title, in which case the 
court shall also order the corporation to pay the director's 
reasonable expenses incurred to obtain court-ordered 
indemnification; or (2) the director is fairly and reasonably 
entitled to indemnification in view of all the relevant 
circumstances, whether or not the director met the standard of 
conduct set forth in section 8.51 of this title or was adjudged 
liable as described in Section 8.51(d), but if the director was 
adjudged so liable the director's indemnification is limited to 
reasonable expenses incurred.

     (8.55) (a) Except as provided in section 8.53 of this title, a 
corporation may not indemnify a director under section 8.51 of this 
title prior to the final resolution of a proceeding, whether by 
judgment, order, settlement, conviction, plea, or otherwise, and 
unless authorized in the specific case after a determination has 
been made that indemnification of the director is permissible in 
the circumstances because the director has met the standard of 
conduct set forth in section 8.51.  (b) The determination required 
by subsection (a) of this section, in accordance with the terms of 
section 8.51 of this title, shall be made:  (1) by the board of 
directors by majority vote of a quorum consisting of directors not 
at the time parties to the proceeding; (2) if a quorum cannot be 
obtained under subdivision (1) of this subsection, by majority vote 
of a committee duly designated by the board of directors (in which 
designation directors who are parties may participate), consisting 
solely of two or more directors not at the time parties to the 
proceedings; (3) by written opinion of special legal counsel:  (A) 
selected by the board of directors or its committee in the manner 
prescribed in subdivision (1) or (2) of this subsection; or (B) if 
a quorum of the board of directors cannot be obtained under 
subdivision (1) and a committee cannot be designated under 
subdivision (2), selected by majority vote of the full board of 
directors (in which selection directors who are parties may 
participate); or (4) by the shareholders, but shares owned by or 
voted under the control of directors who are at the time parties to 
the proceeding may not be voted on the determination.  (c) 
Authorization of indemnification and evaluation as to 
reasonableness of expenses shall be made in the same manner as the 
determination that indemnification is permissible, except that if 
the determination is made by special legal counsel, authorization 
of indemnification and evaluation as to reasonableness of expenses 
shall be made by those entitled under subdivision (b)(3) of this 
section to select counsel.

     (8.56) Unless a corporation's articles of incorporation limit 
indemnification of an officer, employee, or agent of the 
corporation:  (1) an officer of the corporation who is not a 
director is entitled to mandatory indemnification under section 
8.52 of this title, and is entitled to apply for court-ordered 
indemnification under section 8.54 of this title, in each case to 
the same extent as a director; (2) the corporation may indemnify 
and advance expenses under this subchapter to an officer, employee, 
or agent of the corporation who is not a director to the same 
extent as a director.

Section 9 of Article IV of the Company's By-Laws, as amended, reads as 
follows:

     "Section 9.  Indemnification.  This Corporation shall indemnify 
any person threatened with or made a party to any action, suit 
or proceeding, civil or criminal, by reason of the fact that he, 
his testator or intestate, is or was a director or officer of 
this Corporation or of any corporation which he served as such 
at the request of this Corporation, against judgments, fines or 
penalties, and the reasonable cost and expenses, including but 
not restricted to attorney's fees, actually and reasonably 
incurred by him in connection with the defense of such action, 
suit or proceeding or in connection with any appeal therein, 
except in relation to matters as to which it shall be adjudged 
in such action, suit or proceeding that such director or officer 
is liable for gross negligence or misconduct in the performance 
of duty to the Corporation; provided, however, that as to any 
matter disposed of by compromise by such person, pursuant to a 
consent decree or otherwise, no indemnification either for a 
compromise payment or for any other expenses shall be provided 
unless such compromise shall be approved as in the best 
interests of the Corporation after notice that it involves such 
indemnification:  (a) by a disinterested majority of the 
directors then in office; or (b) by a majority of the 
disinterested directors then in office, provided that there has 
been obtained an opinion in writing of independent legal counsel 
to the effect that such person, his testator or intestate, as 
the case may be, appears not to be liable for gross negligence 
or misconduct  in the performance of duty to the Corporation; or 
(c) by the holders of a majority of the outstanding stock at the 
time entitled to vote for directors, voting as a single class, 
exclusive of any stock owned by any interested director or 
officer.  Expenses reasonably incurred by any such person in 
connection with the defense or disposition of any such action, 
suit or other proceeding shall be paid from time to time by this 
Corporation in advance of the final determination thereof upon 
receipt of a written undertaking from such person to repay the 
amounts so paid by the Corporation if it is ultimately 
determined that indemnification for such expenses is not 
required under this section.  The foregoing right to indemnity 
shall not be deemed exclusive of any other rights to which such 
director or officer may be entitled apart from the provisions of 
this paragraph."

      Subject to certain exceptions the directors, all corporate 
officers and certain employees working in conjunction therewith and 
the heirs, assigns and estates of such directors, officers and 
employees of the Corporation are insured to the extent of 100% of the 
loss, with an overall limit of $25,000,000 because of any claim or 
claims made against them, including claims arising under the 
Securities Act of 1933, and caused by any negligent act, any error, 
any omission or any breach of duty while acting in their capacities as 
such directors or officers, and the Corporation is insured to the 
extent that it shall have indemnified the directors and officers for 
such loss.  The premiums for such insurance are paid by the 
Corporation.

Item 7.     Exemption From Registration Claimed.
                 Not Applicable.

Item 8.     Exhibits.
            


EXHIBIT INDEX
     Certain of the following exhibits are filed herewith.  Certain 
other of the following exhibits have heretofore been filed with the 
Securities and Exchange Commission and are incorporated herein by 
reference.

<TABLE>
<CAPTION>

Exhibit
Number
<S>        <C>
4-a-1  --  Indenture of First Mortgage and Deed of Trust dated as of February 1, 1955 
           (Exhibit 4-b, Registration No. 2-27300).
4-a-2  --  First Supplemental Indenture dated as of April 1, 1961 (Exhibit 4-b-2, 
           Registration No. 2-75293).
4-a-3  --  Second Supplemental Indenture dated as of January 1, 1966 (Exhibit 4-b-3, 
           Registration No. 2-75293).
4-a-4  --  Third Supplemental Indenture dated as of July 1, 1968 (Exhibit 4-b-4, Registration 
           No. 2-75293).
4-a-5  --  Fourth Supplemental Indenture dated as of October 1, 1969 (Exhibit 4-b-5, 
           Registration No. 2-75293).
4-a-6  --  Fifth Supplemental Indenture dated as of December 1, 1973 (Exhibit 4-b-6, 
           Registration No. 2-75293).
4-a-7  --  Seventh Supplemental Indenture dated as of August 1, 1976 (Exhibit 4-a-7, 
           Registration No. 2-99643).
4-a-8  --  Eighth Supplemental Indenture dated as of December 1, 1979 (Exhibit 4-a-8, 
           Registration No. 2-99643).
4-a-9  --  Ninth Supplemental Indenture dated as of July 15, 1985 (Exhibit 4-a-9, 
           Registration No. 2-99643).
4-a-10 --  Tenth Supplemental Indenture dated as of June 15, 1989 (Exhibit 4-b-10, Form 10-K, 
           1989).
4-a-11 --  Eleventh Supplemental Indenture dated as of September 1, 1990 (Exhibit 4-b-11, 
           Form 10-Q, September 1990).
4-a-12 --  Twelfth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-12, Form 10-
           K, 1991).
4-a-13 --  Thirteenth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-13, Form 
           10-K, 1991).
4-a-14 --  Fourteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-14, 
           Form 10-K 1993).
4-a-15 --  Fifteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-15, 
           Form 10-K 1993).
4-a-16 --  Form of Sixteenth Supplemental Indenture.  (Exhibit 4-a-16, Registration No. 33-
           59383.)
4-b    --  Debenture Indenture dated as of August 1, 1967 (6 5/8% Debentures due August 1, 
           1992) (Exhibit 4-c, Registration No. 2-75293).
4-b-1  --  First Supplemental Indenture dated as of August 1, 1969 amending Exhibit 4-b above 
           (Exhibit 4-c-1, Registration No. 2-49697).
4-c    --  Debenture Indenture dated as of October 1, 1969 (8 7/8% Debentures due October 1, 
           1994) (Exhibit 4-d, Registration No. 2-75293).
4-d    --  Debenture Indenture dated as of December 1, 1976 (9 3/8% Debentures due December 
           1, 1996) (Exhibit 4-d, Registration No. 2-99643).
4-e    --  Debenture Indenture dated as of August 1, 1983 (12 5/8% Debentures due August 1, 
           1998) (Exhibit 4-f, Form 10-K, 1992).
*5-a-1 --  Opinion of Hunton & Williams .
*5-a-2 --  Opinion of Peter H. Zamore, Esq.
*23-a  --  Consent of Hunton & Williams (included in their opinion filed as Exhibit 5-a-1).
*23-b  --  Consent of Peter H. Zamore, Esq. (included in his opinion filed as Exhibit 5-a-2).
*23-c  --  Consent of Arthur Andersen, LLP, Independent Public Accountants.
*24-a  --  Power of Attorney (contained on Page II-7).
*24-b  --  Certified copy of Resolutions of the Board of Directors authorizing signature 
           pursuant to Power of Attorney.
99-a   --  Certified copy of Compensation Program for Officers and Certain Kay Management 
           Personnel.
                 
*Filed herewith.

</TABLE>

Item 9.     Undertakings.

     A.  The undersigned registrant hereby undertakes:  (1) to file, 
during any period in which offers or sales are being made, a post-
effective amendment to this registration statement; (i) to include 
any prospectus required by Section 10(a)(3) of the Securities Act of 
1933, (ii) to reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most 
recent post-effective amendment thereof) which, individually or in 
the aggregate, represent a fundamental change in the information set 
forth in the registration statement, and (iii) to include any 
material information with respect to the plan of distribution not 
previously disclosed in the registration statement or any material 
change to such information in the registration statement; provided, 
however, that clauses (1)(i) and (1)(ii) do not apply if the 
registration statement is on Form S-3, Form S-8, and the information 
required to be included in a post-effective amendment by those 
clauses is contained in periodic reports filed by the registrant 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in the registration 
statement; (2) that for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective amendment 
shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering 
thereof; and (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which 
remain unsold at the termination of the offering.

     B.  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, each filing of the registrant's annual report pursuant to 
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, 
where applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Securities Exchange Act of 
1934) that is incorporated by reference in the registration statement 
shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering 
thereof.

     C.  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing 
provision, or otherwise, the registrant has been advised that in the 
opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Act and 
is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than payment by the 
registrant of expenses incurred or paid by a director, officer or 
controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the 
Act and will be governed by the final adjudication of such issue.


POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned in 
his capacity as a Director or officer, as the case may be, of said 
Company, does hereby appoint Douglas G. Hyde, Esq., Christopher L. 
Dutton, Esq. and Peter H. Zamore, Esq., and each of them severally, 
his true and lawful attorneys or attorney to execute in his name, 
place and stead, in his capacity as a Director or officer or both, as 
the case may be, of said Company, this Registration Statement and any 
and all amendments and post-effective amendments thereto and all 
instruments necessary or incidental in connection herewith, and to 
file the same with the Securities and Exchange Commission.  Each of 
said attorneys shall have power to act hereunder with or without any 
other of said attorneys, and shall have full power of substitution 
and resubstitution.  Each of said attorneys shall have full power and 
authority to do and perform in the name and on behalf of each of the 
undersigned, in any and all capacities, every act whatsoever 
requisite or necessary, in any and all capacities, as fully and to 
all intents and purposes as each of the undersigned might or could do 
in person, and each of the undersigned hereby ratifies and approves 
of the act of said attorneys and each of them.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that 
it meets all the requirements for filing on Form S-8 and has duly 
caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of South 
Burlington, and State of Vermont on the 23rd day of June, 1995.


                                GREEN MOUNTAIN POWER CORPORATION
                                (Registrant)



                                By:   /s/Christopher L. Dutton        
                                Christopher L. Dutton, Vice President,
                                Chief Financial Officer & Treasurer


     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities and on the date indicated.

        SIGNATURE                        TITLE                         DATE    


/s/Douglas G. Hyde            Chairman of the Executive Commit-   June 23, 1995
(Douglas G. Hyde)             tee, President, Chief Executive
                              Officer and Director

/s/Christopher L. Dutton      Vice President, Treasurer and       June 23, 1995
(Christopher L. Dutton)       Chief Financial Officer (Principal 
                              Financial Officer)

/s/Glenn J. Purcell           Controller                          June 23, 1995
(Glenn J. Purcell)            (Principal Accounting Officer)

/s/Thomas P. Salmon           Chairman of the Board and           June 23, 1995
(Thomas P. Salmon)            Director

                              Director                            June 23, 1995
(Robert E. Boardman)

/s/Nordahl L. Brue            Director                            June 23, 1995
(Nordahl L. Brue)

/s/William H. Bruett          Director                            June 23, 1995
(William H. Bruett)

/s/Merrill O. Burns           Director                            June 23, 1995
(Merrill O. Burns)

/s/Lorraine E. Chickering     Director                            June 23, 1995
(Lorraine E. Chickering)

/s/John V. Cleary, Jr.        Director                            June 23, 1995
(John V. Cleary, Jr.)

/s/Richard I. Fricke          Director                            June 23, 1995
(Richard I. Fricke)

/s/Euclid A. Irving           Director                            June 23, 1995
(Euclid A. Irving)

/s/Martin L. Johnson          Director                            June 23, 1995
(Martin L. Johnson)

/s/Ruth W. Page               Director                            June 23, 1995
(Ruth W. Page)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 25206}]
{"company-data": {"conformed-name": "GREEN MOUNTAIN POWER CORP", "cik": "0000043704", "assigned-sic": "4911", "irs-number": "030127430", "state-of-incorporation": "VT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60511", "film-number": "95548798"}, "business-address": {"street1": "25 GREEN MOUNTAIN DR", "street2": "P.O.BOX 850", "city": "SOUTH BURLINGTON", "state": "VT", "zip": "05402-0850", "phone": "8028645731"}, "mail-address": {"street1": "25 GREEN MOUNTAIN DR", "street2": "P O BOX 850", "city": "SOUTH BURLINGTON", "state": "VT", "zip": "05402-0850"}}
As filed with the Secruities and Exchange Commission on June 23, 1995         
                                                     Registration No. __-_____

                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                               __________
                                FORM S-8
           REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
                               __________
                     GREEN MOUNTAIN POWER CORPORATION
          (Exact name of registrant as specified in its charter)
               Vermont                                 03-0127430
      (State of incorporation)             (IRS Employer Identification No.)
                           25 Green Mountain Drive
                      South Burlington, Vermont 05403
                 (Address of principal executive offices)
                     GREEN MOUNTAIN POWER CORPORATION
   COMPENSATION PROGRAM FOR OFFICERS AND CERTAIN KEY MANAGEMENT PERSONNEL
                         (Full title of the Plan)
                              __________
                          Christopher L. Dutton
            Vice President, Chief Financial Officer and Treasurer
                      Green Mountain Power Corporation
                        25 Green Mountain Drive
                     South Burlington, Vermont 05403
                     Telephone:  (802) 864-5731
                  (Name, address and telephone numbers,
                including area codes, of agent for service)

This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission, and sales of the registered
securities will begin as soon as reasonably practicable after such effective
date.
                               __________
                      CALCULATION OF REGISTRATION FEE
                                Proposed    Proposed
                                 Maximum     Maximum
      Title         Amount      Offering    Aggregate   Amount of
  of Securities      to be        Price     Offering  Registration
to be Registered  Registered    Per Share     Price        Fee

  Common stock
  Par Value 
  $3.33 1/3         50,000       $26.06     $1,303,000*   $449.31
                                                                              
   *Estimated pursuant to Rule 457(h) solely for the purpose of calculating the 
registration fee based on estimated total contributions.                  

PART II

Item 3.  Incorporation of Documents by Reference.

     Green Mountain Power Corporation (the "Company") hereby 
incorporates by reference into this Registration Statement the 
following documents previously filed with the Securities and Exchange 
Commission ( the "Commission"):

1. The Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1994; and

2. The Company's Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1995.

     All documents filed by the Company pursuant to Sections (13)(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the 
date of this Registration Statement shall be deemed to be incorporated 
by reference in this Registration Statement and to be a part hereof 
from the date of filing of such documents.

Item 4.     Description of Securities.
                Not Applicable.

Item 5.     None

LEGAL OPINIONS

     The legality of the shares of Additional Common Stock offered 
hereby is being passed upon for the Company by Hunton & Williams, New 
York, New York, special counsel for the Company, and Peter H. Zamore, 
Esq., General Counsel of the Company.  Hunton & Williams will rely 
upon the opinion of Peter H. Zamore as to matters of Vermont law.

EXPERTS

     The audited consolidated financial statements and schedules 
incorporated by reference in the registration statement have been 
audited by Arthur Andersen, LLP, independent public accountants, as 
set forth in their reports, dated January 31, 1995.  Such reports of 
Arthur Andersen, LLP, do not cover periods prior to December 31, 1987, 
which were audited by another firm of independent public accountants.

Item 6.     Indemnification of Directors and Officers.

     The Vermont Business Corporation Act (11A. Section 8.51, 8.52, Section
8.54, Section 8.55 and 8.56) provides, in pertinent part, as follows:

     (8.51) (a) Except as provided in subsection (d) of this section, 
a corporation may indemnify an individual made a party to a 
preceding because the individual is or was a director against 
liability incurred in the proceeding if:  (1) the director 
conducted himself or herself in good faith; and (2) the director 
reasonably believed:  (A) in the case of conduct in the director's 
official capacity with the corporation, that the director's conduct 
was in its best interests; and (B) in all other cases, that the 
director's conduct was at least not opposed to its best interests; 
and (3) in the case of any proceeding brought by a governmental 
entity, the director had no reasonable cause to believe his or her 
conduct was unlawful, and the director is not finally found to have 
engaged in a reckless or intentional unlawful act.

     (b) A director's conduct with respect to an employee benefit plan 
for a purpose the director reasonably believed to be in the 
interests of the participants in and beneficiaries of the plan is 
conduct that satisfies the requirements of subdivision (a)(2)(B) of 
this section.

     (c) The termination of a proceeding by judgment, order, 
settlement, conviction, or upon a plea of nolo contendere or its 
equivalent is not, of itself, determinative that the director did 
not meet the standard of conduct described in this section.

     (d) A corporation may not indemnify a director under this 
section:  (1) in connection with a proceeding by or in the right of 
the corporation in which the director was adjudged liable to the 
corporation; or (2) in connection with any other proceeding 
charging improper personal benefit to the director, whether or not 
involving action in the director's official capacity, in which the 
director was adjudged liable on the basis that personal benefit was 
improperly received by the director.

     (e) Indemnification permitted under this section in connection 
with a proceeding by or in the right of the corporation is limited 
to reasonable expenses incurred in connection with the proceeding.

     (8.52) Unless limited by its articles of incorporation, a 
corporation shall indemnify a director who was wholly successful, 
on the merits or otherwise, in the defense of any proceeding to 
which the director was a party because the director is or was a 
director of the corporation against reasonable expenses incurred by 
the director in connection with the proceeding.

     (8.54) A director of the corporation who is a party to a 
proceeding may apply for indemnification to the court conducting 
the proceeding or to another court of competent jurisdiction.  On 
receipt of an application, the court after giving any notice the 
court considers necessary may order indemnification if it 
determines:  (1) the director is entitled to mandatory 
indemnification under section 8.52 or this title, in which case the 
court shall also order the corporation to pay the director's 
reasonable expenses incurred to obtain court-ordered 
indemnification; or (2) the director is fairly and reasonably 
entitled to indemnification in view of all the relevant 
circumstances, whether or not the director met the standard of 
conduct set forth in section 8.51 of this title or was adjudged 
liable as described in Section 8.51(d), but if the director was 
adjudged so liable the director's indemnification is limited to 
reasonable expenses incurred.

     (8.55) (a) Except as provided in section 8.53 of this title, a 
corporation may not indemnify a director under section 8.51 of this 
title prior to the final resolution of a proceeding, whether by 
judgment, order, settlement, conviction, plea, or otherwise, and 
unless authorized in the specific case after a determination has 
been made that indemnification of the director is permissible in 
the circumstances because the director has met the standard of 
conduct set forth in section 8.51.  (b) The determination required 
by subsection (a) of this section, in accordance with the terms of 
section 8.51 of this title, shall be made:  (1) by the board of 
directors by majority vote of a quorum consisting of directors not 
at the time parties to the proceeding; (2) if a quorum cannot be 
obtained under subdivision (1) of this subsection, by majority vote 
of a committee duly designated by the board of directors (in which 
designation directors who are parties may participate), consisting 
solely of two or more directors not at the time parties to the 
proceedings; (3) by written opinion of special legal counsel:  (A) 
selected by the board of directors or its committee in the manner 
prescribed in subdivision (1) or (2) of this subsection; or (B) if 
a quorum of the board of directors cannot be obtained under 
subdivision (1) and a committee cannot be designated under 
subdivision (2), selected by majority vote of the full board of 
directors (in which selection directors who are parties may 
participate); or (4) by the shareholders, but shares owned by or 
voted under the control of directors who are at the time parties to 
the proceeding may not be voted on the determination.  (c) 
Authorization of indemnification and evaluation as to 
reasonableness of expenses shall be made in the same manner as the 
determination that indemnification is permissible, except that if 
the determination is made by special legal counsel, authorization 
of indemnification and evaluation as to reasonableness of expenses 
shall be made by those entitled under subdivision (b)(3) of this 
section to select counsel.

     (8.56) Unless a corporation's articles of incorporation limit 
indemnification of an officer, employee, or agent of the 
corporation:  (1) an officer of the corporation who is not a 
director is entitled to mandatory indemnification under section 
8.52 of this title, and is entitled to apply for court-ordered 
indemnification under section 8.54 of this title, in each case to 
the same extent as a director; (2) the corporation may indemnify 
and advance expenses under this subchapter to an officer, employee, 
or agent of the corporation who is not a director to the same 
extent as a director.

Section 9 of Article IV of the Company's By-Laws, as amended, reads as 
follows:

     "Section 9.  Indemnification.  This Corporation shall indemnify 
any person threatened with or made a party to any action, suit 
or proceeding, civil or criminal, by reason of the fact that he, 
his testator or intestate, is or was a director or officer of 
this Corporation or of any corporation which he served as such 
at the request of this Corporation, against judgments, fines or 
penalties, and the reasonable cost and expenses, including but 
not restricted to attorney's fees, actually and reasonably 
incurred by him in connection with the defense of such action, 
suit or proceeding or in connection with any appeal therein, 
except in relation to matters as to which it shall be adjudged 
in such action, suit or proceeding that such director or officer 
is liable for gross negligence or misconduct in the performance 
of duty to the Corporation; provided, however, that as to any 
matter disposed of by compromise by such person, pursuant to a 
consent decree or otherwise, no indemnification either for a 
compromise payment or for any other expenses shall be provided 
unless such compromise shall be approved as in the best 
interests of the Corporation after notice that it involves such 
indemnification:  (a) by a disinterested majority of the 
directors then in office; or (b) by a majority of the 
disinterested directors then in office, provided that there has 
been obtained an opinion in writing of independent legal counsel 
to the effect that such person, his testator or intestate, as 
the case may be, appears not to be liable for gross negligence 
or misconduct  in the performance of duty to the Corporation; or 
(c) by the holders of a majority of the outstanding stock at the 
time entitled to vote for directors, voting as a single class, 
exclusive of any stock owned by any interested director or 
officer.  Expenses reasonably incurred by any such person in 
connection with the defense or disposition of any such action, 
suit or other proceeding shall be paid from time to time by this 
Corporation in advance of the final determination thereof upon 
receipt of a written undertaking from such person to repay the 
amounts so paid by the Corporation if it is ultimately 
determined that indemnification for such expenses is not 
required under this section.  The foregoing right to indemnity 
shall not be deemed exclusive of any other rights to which such 
director or officer may be entitled apart from the provisions of 
this paragraph."

      Subject to certain exceptions the directors, all corporate 
officers and certain employees working in conjunction therewith and 
the heirs, assigns and estates of such directors, officers and 
employees of the Corporation are insured to the extent of 100% of the 
loss, with an overall limit of $25,000,000 because of any claim or 
claims made against them, including claims arising under the 
Securities Act of 1933, and caused by any negligent act, any error, 
any omission or any breach of duty while acting in their capacities as 
such directors or officers, and the Corporation is insured to the 
extent that it shall have indemnified the directors and officers for 
such loss.  The premiums for such insurance are paid by the 
Corporation.

Item 7.     Exemption From Registration Claimed.
                 Not Applicable.

Item 8.     Exhibits.
            

EXHIBIT INDEX
     Certain of the following exhibits are filed herewith.  Certain 
other of the following exhibits have heretofore been filed with the 
Securities and Exchange Commission and are incorporated herein by 
reference.
Exhibit
Number
4-a-1  --  Indenture of First Mortgage and Deed of Trust dated as of February 1, 1955 
           (Exhibit 4-b, Registration No. 2-27300).
4-a-2  --  First Supplemental Indenture dated as of April 1, 1961 (Exhibit 4-b-2, 
           Registration No. 2-75293).
4-a-3  --  Second Supplemental Indenture dated as of January 1, 1966 (Exhibit 4-b-3, 
           Registration No. 2-75293).
4-a-4  --  Third Supplemental Indenture dated as of July 1, 1968 (Exhibit 4-b-4, Registration 
           No. 2-75293).
4-a-5  --  Fourth Supplemental Indenture dated as of October 1, 1969 (Exhibit 4-b-5, 
           Registration No. 2-75293).
4-a-6  --  Fifth Supplemental Indenture dated as of December 1, 1973 (Exhibit 4-b-6, 
           Registration No. 2-75293).
4-a-7  --  Seventh Supplemental Indenture dated as of August 1, 1976 (Exhibit 4-a-7, 
           Registration No. 2-99643).
4-a-8  --  Eighth Supplemental Indenture dated as of December 1, 1979 (Exhibit 4-a-8, 
           Registration No. 2-99643).
4-a-9  --  Ninth Supplemental Indenture dated as of July 15, 1985 (Exhibit 4-a-9, 
           Registration No. 2-99643).
4-a-10 --  Tenth Supplemental Indenture dated as of June 15, 1989 (Exhibit 4-b-10, Form 10-K, 
           1989).
4-a-11 --  Eleventh Supplemental Indenture dated as of September 1, 1990 (Exhibit 4-b-11, 
           Form 10-Q, September 1990).
4-a-12 --  Twelfth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-12, Form 10-
           K, 1991).
4-a-13 --  Thirteenth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-13, Form 
           10-K, 1991).
4-a-14 --  Fourteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-14, 
           Form 10-K 1993).
4-a-15 --  Fifteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-15, 
           Form 10-K 1993).
4-a-16 --  Form of Sixteenth Supplemental Indenture.  (Exhibit 4-a-16, Registration No. 33-
           59383.)
4-b    --  Debenture Indenture dated as of August 1, 1967 (6 5/8% Debentures due August 1, 
           1992) (Exhibit 4-c, Registration No. 2-75293).
4-b-1  --  First Supplemental Indenture dated as of August 1, 1969 amending Exhibit 4-b above 
           (Exhibit 4-c-1, Registration No. 2-49697).
4-c    --  Debenture Indenture dated as of October 1, 1969 (8 7/8% Debentures due October 1, 
           1994) (Exhibit 4-d, Registration No. 2-75293).
4-d    --  Debenture Indenture dated as of December 1, 1976 (9 3/8% Debentures due December 
           1, 1996) (Exhibit 4-d, Registration No. 2-99643).
4-e    --  Debenture Indenture dated as of August 1, 1983 (12 5/8% Debentures due August 1, 
           1998) (Exhibit 4-f, Form 10-K, 1992).
*5-a-1 --  Opinion of Hunton & Williams .
*5-a-2 --  Opinion of Peter H. Zamore, Esq.
*23-a  --  Consent of Hunton & Williams (included in their opinion filed as Exhibit 5-a-1).
*23-b  --  Consent of Peter H. Zamore, Esq. (included in his opinion filed as Exhibit 5-a-2).
*23-c  --  Consent of Arthur Andersen, LLP, Independent Public Accountants.
*24-a  --  Power of Attorney (contained on Page II-7).
*24-b  --  Certified copy of Resolutions of the Board of Directors authorizing signature 
           pursuant to Power of Attorney.
99-a   --  Certified copy of Compensation Program for Officers and Certain Kay Management 
           Personnel.
                 
*Filed herewith.
Item 9.     Undertakings.

     A.  The undersigned registrant hereby undertakes:  (1) to file, 
during any period in which offers or sales are being made, a post-
effective amendment to this registration statement; (i) to include 
any prospectus required by Section 10(a)(3) of the Securities Act of 
1933, (ii) to reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most 
recent post-effective amendment thereof) which, individually or in 
the aggregate, represent a fundamental change in the information set 
forth in the registration statement, and (iii) to include any 
material information with respect to the plan of distribution not 
previously disclosed in the registration statement or any material 
change to such information in the registration statement; provided, 
however, that clauses (1)(i) and (1)(ii) do not apply if the 
registration statement is on Form S-3, Form S-8, and the information 
required to be included in a post-effective amendment by those 
clauses is contained in periodic reports filed by the registrant 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in the registration 
statement; (2) that for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective amendment 
shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering 
thereof; and (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which 
remain unsold at the termination of the offering.

     B.  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, each filing of the registrant's annual report pursuant to 
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, 
where applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Securities Exchange Act of 
1934) that is incorporated by reference in the registration statement 
shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering 
thereof.

     C.  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing 
provision, or otherwise, the registrant has been advised that in the 
opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Act and 
is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than payment by the 
registrant of expenses incurred or paid by a director, officer or 
controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the 
Act and will be governed by the final adjudication of such issue.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned in 
his capacity as a Director or officer, as the case may be, of said 
Company, does hereby appoint Douglas G. Hyde, Esq., Christopher L. 
Dutton, Esq. and Peter H. Zamore, Esq., and each of them severally, 
his true and lawful attorneys or attorney to execute in his name, 
place and stead, in his capacity as a Director or officer or both, as 
the case may be, of said Company, this Registration Statement and any 
and all amendments and post-effective amendments thereto and all 
instruments necessary or incidental in connection herewith, and to 
file the same with the Securities and Exchange Commission.  Each of 
said attorneys shall have power to act hereunder with or without any 
other of said attorneys, and shall have full power of substitution 
and resubstitution.  Each of said attorneys shall have full power and 
authority to do and perform in the name and on behalf of each of the 
undersigned, in any and all capacities, every act whatsoever 
requisite or necessary, in any and all capacities, as fully and to 
all intents and purposes as each of the undersigned might or could do 
in person, and each of the undersigned hereby ratifies and approves 
of the act of said attorneys and each of them.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that 
it meets all the requirements for filing on Form S-8 and has duly 
caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of South 
Burlington, and State of Vermont on the 23rd day of June, 1995.

                                GREEN MOUNTAIN POWER CORPORATION
                                (Registrant)

                                By:   /s/Christopher L. Dutton        
                                Christopher L. Dutton, Vice President,
                                Chief Financial Officer & Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities and on the date indicated.

        SIGNATURE                        TITLE                         DATE    

/s/Douglas G. Hyde            Chairman of the Executive Commit-   June 23, 1995
(Douglas G. Hyde)             tee, President, Chief Executive
                              Officer and Director

/s/Christopher L. Dutton      Vice President, Treasurer and       June 23, 1995
(Christopher L. Dutton)       Chief Financial Officer (Principal 
                              Financial Officer)

/s/Glenn J. Purcell           Controller                          June 23, 1995
(Glenn J. Purcell)            (Principal Accounting Officer)

/s/Thomas P. Salmon           Chairman of the Board and           June 23, 1995
(Thomas P. Salmon)            Director

                              Director                            June 23, 1995
(Robert E. Boardman)

/s/Nordahl L. Brue            Director                            June 23, 1995
(Nordahl L. Brue)

/s/William H. Bruett          Director                            June 23, 1995
(William H. Bruett)

/s/Merrill O. Burns           Director                            June 23, 1995
(Merrill O. Burns)

/s/Lorraine E. Chickering     Director                            June 23, 1995
(Lorraine E. Chickering)

/s/John V. Cleary, Jr.        Director                            June 23, 1995
(John V. Cleary, Jr.)

/s/Richard I. Fricke          Director                            June 23, 1995
(Richard I. Fricke)

/s/Euclid A. Irving           Director                            June 23, 1995
(Euclid A. Irving)

/s/Martin L. Johnson          Director                            June 23, 1995
(Martin L. Johnson)

/s/Ruth W. Page               Director                            June 23, 1995
(Ruth W. Page)