Registration No. 333-__________________

SECURITIES AND EXCHANGE COMMISSION
                                                       
Washington, D.C.  20549
_____________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Vermont                     03-0111290
(State of Incorporation)   (IRS Employer
                           Identification No.)

77 Grove Street
Rutland, Vermont 05701
(Address of Principal Executive Offices)

_____________

Central Vermont Public Service Corporation
Stock Option Plan for Key Employees
(Full Title of the Plan)

_____________
Joseph M. Kraus
Central Vermont Public Service Corporation
77 Grove Street
Rutland, Vermont 05701
(802) 747-5429
(Name, Address and Telephone Number of Agent for Service)

Copies to:
M. Douglas Dunn, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York  10005
(203) 530-5000
_____________

CALCULATION OF REGISTRATION FEE
-----------------------------------------------------
                            Proposed
                            Maximum      Proposed
Title of       Amount       Offering     Maximum
Securities     to be        Price        Aggregate  Amount of
to be          Registered   Per Share    Offering   Registration
Registered     (1)          (2)          Price      Fee 
----------------------------------------------------------
Common Stock
(par value 
$6.00 per     350,000
share)        shares       $14.8125      $5,184,375 $1,529
-----------------------------------------------------------

(1)  Pursuant to Rule 457(h)(1) of the Securities and 
Exchange Commission under the Securities Act of 1933, the 
amount of the registration fee has been computed with respect 
to the maximum number of shares issuable under the plan.
(2)  Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c) on the basis of 
the average of the high and low prices reported on the New 
York Stock Exchange composite transactions on June 11, 1998.

</PAGE>
<PAGE>
PART I

Item 1.  Plan Information

This Registration Statement relates to the registration of
350,000 shares of Common Stock, $6.00 par value per share, of
CENTRAL VERMONT PUBLIC SERVICE CORPORATION (the "Registrant") to
be awarded under the Central Vermont Public Service Corporation
Stock Option Plan for Key
Employees (the "Plan").  Documents containing the information
required by Part I of the Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b). 
Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.

Item 2.  Registrant Information and Employee Plan Annual
Information

The Registrant will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to
this Registration Statement is delivered, a copy of any and all
of the information which has been incorporated by reference in
such Prospectus and this Registration Statement (pursuant to Item
3 of Part II below).  Such requests should be directed to the
Secretary, Central Vermont Public Service Corporation, 77 Grove
Street, Rutland, Vermont 05701 (telephone:  802-747-5429).

Part II

Item 3.  Incorporation of Documents by Reference

The following documents filed or to be filed with the Commission
are incorporated by reference in this Registration Statement:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.

(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.  

(c)  The description of the Common Stock of the Registrant
contained in the Registration Statement on Form 8-A pursuant to
Section 12(b), as amended by filing dated October 13, 1992. 

(d)  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and/or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after the date hereof and
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
of such reports and documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interest of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

Sections 8.50 through 8.56 of the Vermont Business Corporation
Act, inter alia, generally empower a Vermont corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise,
against expenses (including attorneys' fees), judgements, fines
and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  Similar
indemnity is authorized for such person against expense
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened,
pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the
corporation.  Any such indemnification may be made only as
authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal
counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of
conduct.

Section 8.57 of the Vermont Business Corporation Act further
authorizes a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against any liability asserted
against him, and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 8.50
through 8.56.

The Registrant's By-laws provide that, to the extent legally
permissible, the Registrant may indemnify any of its Directors,
officers and employees who, as a result of such position, was or
is a party or is threatened to be made a party to any
contemplated, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and
whether formal or informal against expenses, actually or
reasonable incurred by him or her in connection with such action,
suit or proceeding.

Item 7.  Exemption From Registration Claimed

     Not applicable.

Item 8.  List of Exhibits

     4.1    Articles of Association of the Registrant. 
(Incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992).

     4.2    By-laws of the Registrant.  (Incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Quarterly Report on Form 10-Q for the period ended June 30,
1997).

*   4.3    Central Vermont Public Service Corporation 
Stock Option Plan for Key Employees.

*   5.      Opinion of Joseph M. Kraus as to the legality of the
Common Stock registered hereby.

     23.1  Consent of Joseph M. Kraus (contained in the opinion
included as Exhibit 5).

*   23.2  Consent of Arthur Andersen LLP.
* = included herewith


Item 9.  Undertakings

     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 this 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 this Registration Statement. 
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and

(iii)  To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement; 

provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if this Registration Statement is on Form S-3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs 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 this 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;

     3.  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unallocated at the termination of the Plan;

     4.  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 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 deeded to be the initial bona fide offering thereof; and

     5.  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 provisions, 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 the payment by 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
questions 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.
</PAGE>
<PAGE>
                                                              
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
CENTRAL VERMONT PUBLIC SERVICE CORPORATION certifies that it has
reasonable grounds to believe that it meets all of 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 Rutland, Vermont on the
1st day of June, 1998.

CENTRAL VERMONT PUBLIC SERVICE
CORPORATION

By:  /s/  Robert H. Young
     Robert H. Young
     Director, President and
     Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on June 1, 1998 by
the following persons in the capacities indicated:

Name                          Title
-------                       ------


/s/  Robert H. Young          Director, President and
Robert H. Young               Chief Executive Officer

/s/  Francis J. Boyle         Senior Vice President, Principal
Francis J. Boyle              Financial Officer and Treasurer

/s/  James M. Pennington      Vice President, Controller and
James M. Pennington           Principal Accounting Officer

/s/  Frederic H. Bertrand     Chairman of the Board, Director
Frederic H. Bertrand

/s/  Robert L. Barnett        Director
Robert L. Barnett

/s/  Rhonda L. Brooks         Director
Rhonda L. Brooks

/s/  Robert G. Clarke         Director
Robert G. Clarke

/s/  Luther F. Hackett        Director
Luther F. Hackett

/s/  Patrick J. Martin        Director
Patrick J. Martin

/s/  Mary Alice McKenzie      Director
Mary Alice McKenzie

/s/  Preston Leete Smith      Director
Preston Leete Smith
</PAGE>
<PAGE>
                                                            
EXHIBIT INDEX
-------------

Exhibit
  No.                Document
--------             -------------

4.1         Articles of Association of the Registrant. 
(Incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992).

4.2         By-laws of the Registrant.  (Incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Quarterly Report on Form 10-Q for the period ended June 30,
1997).

*4.3        Central Vermont Public Service Corporation 
Stock Option Plan for Key Employees.

*5          Opinion of Joseph M. Kraus

23.         Consents of Experts and Counsel

            23.1         Consent of Joseph M. Kraus (included in
Exhibit 5)

*           23.2         Consent of Arthur Andersen LLP

* = included herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15488}]
{"company-data": {"conformed-name": "CENTRAL VERMONT PUBLIC SERVICE CORP", "cik": "0000018808", "assigned-sic": "4911", "irs-number": "030111290", "state-of-incorporation": "VT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57001", "film-number": "98649426"}, "business-address": {"street1": "77 GROVE ST", "city": "RUTLAND", "state": "VT", "zip": "05701", "phone": "8027732711"}}
Registration No. 333-__________________

SECURITIES AND EXCHANGE COMMISSION
                                                       
Washington, D.C.  20549
_____________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Vermont                     03-0111290
(State of Incorporation)   (IRS Employer
                           Identification No.)

77 Grove Street
Rutland, Vermont 05701
(Address of Principal Executive Offices)

_____________

Central Vermont Public Service Corporation
Stock Option Plan for Key Employees
(Full Title of the Plan)

_____________
Joseph M. Kraus
Central Vermont Public Service Corporation
77 Grove Street
Rutland, Vermont 05701
(802) 747-5429
(Name, Address and Telephone Number of Agent for Service)

Copies to:
M. Douglas Dunn, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York  10005
(203) 530-5000
_____________

CALCULATION OF REGISTRATION FEE
-----------------------------------------------------
                            Proposed
                            Maximum      Proposed
Title of       Amount       Offering     Maximum
Securities     to be        Price        Aggregate  Amount of
to be          Registered   Per Share    Offering   Registration
Registered     (1)          (2)          Price      Fee 
----------------------------------------------------------
Common Stock
(par value 
$6.00 per     350,000
share)        shares       $14.8125      $5,184,375 $1,529
-----------------------------------------------------------

(1)  Pursuant to Rule 457(h)(1) of the Securities and 
Exchange Commission under the Securities Act of 1933, the 
amount of the registration fee has been computed with respect 
to the maximum number of shares issuable under the plan.
(2)  Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c) on the basis of 
the average of the high and low prices reported on the New 
York Stock Exchange composite transactions on June 11, 1998.
PART I

Item 1.  Plan Information

This Registration Statement relates to the registration of
350,000 shares of Common Stock, $6.00 par value per share, of
CENTRAL VERMONT PUBLIC SERVICE CORPORATION (the "Registrant") to
be awarded under the Central Vermont Public Service Corporation
Stock Option Plan for Key
Employees (the "Plan").  Documents containing the information
required by Part I of the Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b). 
Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.

Item 2.  Registrant Information and Employee Plan Annual
Information

The Registrant will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to
this Registration Statement is delivered, a copy of any and all
of the information which has been incorporated by reference in
such Prospectus and this Registration Statement (pursuant to Item
3 of Part II below).  Such requests should be directed to the
Secretary, Central Vermont Public Service Corporation, 77 Grove
Street, Rutland, Vermont 05701 (telephone:  802-747-5429).

Part II

Item 3.  Incorporation of Documents by Reference

The following documents filed or to be filed with the Commission
are incorporated by reference in this Registration Statement:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.

(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.  

(c)  The description of the Common Stock of the Registrant
contained in the Registration Statement on Form 8-A pursuant to
Section 12(b), as amended by filing dated October 13, 1992. 

(d)  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and/or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after the date hereof and
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
of such reports and documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interest of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

Sections 8.50 through 8.56 of the Vermont Business Corporation
Act, inter alia, generally empower a Vermont corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise,
against expenses (including attorneys' fees), judgements, fines
and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  Similar
indemnity is authorized for such person against expense
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened,
pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the
corporation.  Any such indemnification may be made only as
authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal
counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of
conduct.

Section 8.57 of the Vermont Business Corporation Act further
authorizes a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against any liability asserted
against him, and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 8.50
through 8.56.

The Registrant's By-laws provide that, to the extent legally
permissible, the Registrant may indemnify any of its Directors,
officers and employees who, as a result of such position, was or
is a party or is threatened to be made a party to any
contemplated, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and
whether formal or informal against expenses, actually or
reasonable incurred by him or her in connection with such action,
suit or proceeding.

Item 7.  Exemption From Registration Claimed

     Not applicable.

Item 8.  List of Exhibits

     4.1    Articles of Association of the Registrant. 
(Incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992).

     4.2    By-laws of the Registrant.  (Incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Quarterly Report on Form 10-Q for the period ended June 30,
1997).

*   4.3    Central Vermont Public Service Corporation 
Stock Option Plan for Key Employees.

*   5.      Opinion of Joseph M. Kraus as to the legality of the
Common Stock registered hereby.

     23.1  Consent of Joseph M. Kraus (contained in the opinion
included as Exhibit 5).

*   23.2  Consent of Arthur Andersen LLP.
* = included herewith

Item 9.  Undertakings

     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 this 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 this Registration Statement. 
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and

(iii)  To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement; 

provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if this Registration Statement is on Form S-3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs 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 this 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;

     3.  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unallocated at the termination of the Plan;

     4.  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 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 deeded to be the initial bona fide offering thereof; and

     5.  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 provisions, 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 the payment by 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
questions 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
CENTRAL VERMONT PUBLIC SERVICE CORPORATION certifies that it has
reasonable grounds to believe that it meets all of 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 Rutland, Vermont on the
1st day of June, 1998.

CENTRAL VERMONT PUBLIC SERVICE
CORPORATION

By:  /s/  Robert H. Young
     Robert H. Young
     Director, President and
     Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on June 1, 1998 by
the following persons in the capacities indicated:

Name                          Title
-------                       ------

/s/  Robert H. Young          Director, President and
Robert H. Young               Chief Executive Officer

/s/  Francis J. Boyle         Senior Vice President, Principal
Francis J. Boyle              Financial Officer and Treasurer

/s/  James M. Pennington      Vice President, Controller and
James M. Pennington           Principal Accounting Officer

/s/  Frederic H. Bertrand     Chairman of the Board, Director
Frederic H. Bertrand

/s/  Robert L. Barnett        Director
Robert L. Barnett

/s/  Rhonda L. Brooks         Director
Rhonda L. Brooks

/s/  Robert G. Clarke         Director
Robert G. Clarke

/s/  Luther F. Hackett        Director
Luther F. Hackett

/s/  Patrick J. Martin        Director
Patrick J. Martin

/s/  Mary Alice McKenzie      Director
Mary Alice McKenzie

/s/  Preston Leete Smith      Director
Preston Leete Smith
EXHIBIT INDEX
-------------

Exhibit
  No.                Document
--------             -------------

4.1         Articles of Association of the Registrant. 
(Incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992).

4.2         By-laws of the Registrant.  (Incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Quarterly Report on Form 10-Q for the period ended June 30,
1997).

*4.3        Central Vermont Public Service Corporation 
Stock Option Plan for Key Employees.

*5          Opinion of Joseph M. Kraus

23.         Consents of Experts and Counsel

            23.1         Consent of Joseph M. Kraus (included in
Exhibit 5)

*           23.2         Consent of Arthur Andersen LLP

* = included herewith