As filed with the Securities and Exchange Commission on April 28, 1999

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 Non-employee Directors
(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
 _____________
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
                                        -----------------------------------------------------
                                                              Proposed          Proposed
                                                              Maximum         Maximum
Title of Securities       Amount to be     Offering Price    Aggregate          Amount of 
to be Registered         Registered (1)     Per Share (2)    Offering Price     Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                    <C>                      <C>
Common Stock
(par value $6.00
per share)                   112,500 shares     $11.0312          $1,241,000.         $345.
----------------------------------------------------------------------------------------------------------
</TABLE>

(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 
April 23, 1999.

</PAGE>
<PAGE>
PART I

Item 1.  Plan Information

     This Registration Statement relates to the registration of 112,500 
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 Non-employee Directors (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, 1998.

     (b)  The description of the Common Stock of the Registrant contained 
in the Registration
Statement on Form 8-A pursuant to Section 12(b) of the Securities Exchange 
Act of 1934, as
amended (the "Exchange Act"), as amended by filing dated October 13, 1992. 

     (c)  All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and/or 15(d) of
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

     See Exhibit Index on page 9

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
12th day of April, 1999.

                                           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 April 12, 1999 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, 
Francis J. Boule                                    Principal 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/  Janice L. Scites                                     Director
Janice L. Scites

</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).

*5                   Opinion of Joseph M. Kraus as to the legality of the 
                     Registrant's Common Stock.

23.                  Consents of Experts and Counsel

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

*                     23.2         Consent of Arthur Andersen LLP

*99                 Central Vermont Public Service Corporation Stock Option 
                    Plan for Non-employee Directors.


* = included herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16480}]
{"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": "333-77217", "film-number": "99603152"}, "business-address": {"street1": "77 GROVE ST", "city": "RUTLAND", "state": "VT", "zip": "05701", "phone": "8027732711"}}
As filed with the Securities and Exchange Commission on April 28, 1999

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 Non-employee Directors
(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          Proposed
                                                              Maximum         Maximum
Title of Securities       Amount to be     Offering Price    Aggregate          Amount of 
to be Registered         Registered (1)     Per Share (2)    Offering Price     Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock
(par value $6.00
per share)                   112,500 shares     $11.0312          $1,241,000.         $345.
----------------------------------------------------------------------------------------------------------
(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 
April 23, 1999.
PART I

Item 1.  Plan Information

     This Registration Statement relates to the registration of 112,500 
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 Non-employee Directors (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, 1998.

     (b)  The description of the Common Stock of the Registrant contained 
in the Registration
Statement on Form 8-A pursuant to Section 12(b) of the Securities Exchange 
Act of 1934, as
amended (the "Exchange Act"), as amended by filing dated October 13, 1992. 

     (c)  All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and/or 15(d) of
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

     See Exhibit Index on page 9

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
12th day of April, 1999.

                                           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 April 12, 1999 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, 
Francis J. Boule                                    Principal 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/  Janice L. Scites                                     Director
Janice L. Scites
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).

*5                   Opinion of Joseph M. Kraus as to the legality of the 
                     Registrant's Common Stock.

23.                  Consents of Experts and Counsel

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

*                     23.2         Consent of Arthur Andersen LLP

*99                 Central Vermont Public Service Corporation Stock Option 
                    Plan for Non-employee Directors.

* = included herewith