As filed with the Securities and Exchange Commission on October 5, 1998
                                        Registration No. 333 - _____________
     -----------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                           GREEN MOUNTAIN COFFEE, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                     03-0339228
----------------------------------        --------------------------------------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                    33 Coffee Lane, Waterbury, Vermont 05676               
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                           GREEN MOUNTAIN COFFEE, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                        ---------------------------------
                             (Full title of the plan)

                                Robert P. Stiller
                           Green Mountain Coffee, Inc.
                                 33 Coffee Lane
                            Waterbury, Vermont 05676
                            ------------------------
                     (Name and address of agent for service)

                                 (802) 244-5621
                                 --------------
              (Telephone number, including area code, of agent for service)

                                    Copy to:
                                 Mark V. D'Amico
                                Merritt & Merritt
                                 30 Main Street
                                    Suite 330
                            Burlington Vermont 05402
                                 (802) 658-7830

                         Calculation of Registration Fee
<TABLE>
<S>               <C>              <C>          <C>            <C>    
----------------- ---------------- ------------ -------------- -----------------
                                     Proposed      Proposed
                                     Maximum       Maximum
Title of                             Offering      Aggregate      Amount of
Securities to        Amount to be    Price Per     Offering       Registration
be Registered        Registered (1)  Share (2)     Price (2)      Fee   
----------------- ---------------- ------------ -------------- -----------------
Common Stock
(par value $0.10
per share)           150,000         $4.50         $675,000       $199.13


</TABLE>
(1)      Pursuant to Rule 416 of the  Securities  Act of 1933, as amended,  this
         Registration   Statement  also  covers  an  indeterminable   number  of
         additional  Shares that may become issuable  pursuant to terms designed
         to prevent  dilution  resulting from stock splits,  stock  dividends or
         similar events.

(2)      Estimated  solely for the  purposes  of  calculating  the amount of the
         registration  fee. In accordance with Rule 457(h) of the Securities Act
         of 1933, as amended, the price shown is the average of the high and low
         selling prices of the Common Stock for October 1, 1998 as reported
         on the NASDAQ National Market.


                                     PART I

              Information Required in the Section 10(a) Prospectus

         The documents  containing the  information  specified in Part I of this
Registration  Statement will be supplied to all persons  eligible to participate
in the Green Mountain Coffee, Inc. 1998 Employee Stock Purchase Plan.


                                     PART II

               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

         The  following  documents,  or  portions  thereof,  as  filed  with the
Securities and Exchange  Commission by the Registrant are hereby incorporated by
reference:

         (A) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended September 27, 1997;

         (B) The  Registrant's  Quarterly  Reports  on From 10-Q for each of the
quarters  ended  January  17,  1998,  April 11,  1998 and July 4, 1998,  and its
Current Report on Form 8-K dated June 11, 1998.

         (C) The description of the  Registrant's  Common Stock contained in the
section entitled "Description of Capital Stock" of the Registrant's Registration
Statement  on Form  SB-2  filed  on July  28,  1993 and  declared  effective  on
September 21, 1993 (File No.  33-66646)  (which is  incorporated by reference to
Item  1 of the  Registrant's  Registration  Statement  on  Form  8-A  (File  No.
0-22398), dated September 10, 1993, filed pursuant to Section 12 of the Exchange
Act).

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act of 1934, as amended,
after  the date of this  Registration  Statement  and  prior to the  filing of a
post-effective  amendment to the Registration Statement which indicates that all
securities  offered  hereby  have  been  sold or  which  de-registers  all  such
securities remaining unsold shall be deemed to be incorporated by reference into
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.  Interests of Named Experts and Counsel.

         H. Kenneth Merritt,  Jr., Managing  Director of Merritt & Merritt,  the
Registrant's corporate counsel, serves as Assistant Secretary of the Registrant.


Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
generally  provides that a corporation is authorized to indemnify any person who
is  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding by reason of the fact that he is or was a director, officer, employee
or  agent  of the  corporation  or is or was  serving,  at  the  request  of the
corporation,  in  any  of  such  capacities  of  another  corporation  or  other
enterprise, if such director, officer, employee or agent 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, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  This statute describes
in detail the right of the Registrant to indemnify any such person.

         Section  102(b)(7)  of the DGCL enables a  corporation  in its original
certificate of incorporation  or an amendment  thereto to eliminate or limit the
personal  liability of a director for  violations  of the  director's  fiduciary
duty,  except  (i) for any  breach  of the  director's  duty of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions)  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.  The Registrant's  Certificate of Incorporation limits the liability of
directors to the extent permitted by Section 102(b)(7) of the DGCL.

         The Registrant's Certificate of Incorporation and Bylaws state that the
Registrant  shall  indemnify its officers,  directors,  and  employees,  and may
indemnify its agents,  to the full extent  permitted by the laws of the State of
Delaware.  The  Registrant  currently  maintains  an  officers'  and  directors'
liability  insurance  policy  which  covers,   subject  to  the  exclusions  and
limitations  of the policy,  officers and  directors of the  Registrant  against
certain liabilities which may be incurred by them solely in such capacities.

         For  information  regarding the  Registrant's  undertaking to submit to
adjudication the issue of indemnification  for violation of the securities laws,
see Item 9  hereof.  The  Registrant  believes  that it is the  position  of the
Securities and Exchange Commission that insofar as the foregoing  provisions may
be invoked to disclaim  liability for damages  arising under the Securities Act,
such provisions are against public policy as expressed in the Securities Act and
are therefore unenforceable.


Item 7. Exemption from Registration Claimed.

Not applicable.


Item 8. Exhibits.

            Exhibit No.   Description
            -----------   -----------

            4              Certificate of Incorporation and Bylaws (incorporated
                           by   reference   to  Exhibits  3.1  and  3.2  in  the
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (Registration No.33-66646) filed with the SEC on July
                           28, 1993)

            5              Opinion of Merritt & Merritt

            23.1           Consent of Merritt & Merritt (contained in Exhibit 5)

            23.2           Consent of PricewaterhouseCoopers LLP

            24             Powers of Attorney (included on the signature page of
                           this Registration Statement)

            99.1           Green  Mountain  Coffee,  Inc.  1998  Employee  Stock
                           Purchase Plan

            99.2           Employee Stock Purchase Plan Election Form


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, as amended (the "1933 Act");

      (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;

      (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 paragraphs (a)(1)(i) and (a)(1)(ii) above do not
      apply  if 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 Section 15(d) of the 1934 Act
      that are incorporated by reference in the Registration Statement.

      2. That, for the purpose of determining  any liability under the 1933 Act,
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 unsold at the termination of the
offering.

(B)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 1933 Act 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 1933 Act and is,
therefore, unenforceable.

      In the event that a claim for  indemnification  against  such  liabilities
(other than the  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 1933 Act and will be governed by the final adjudication of such
issue.


<PAGE>


                                   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 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 the City of Waterbury, State of Vermont, on October 1, 1998.

                                                GREEN MOUNTAIN COFFEE, INC.

                                           By: /s/ Robert P. Stiller
                                              ----------------------
                                           Robert P. Stiller
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer


      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints each of Robert P. Stiller and Robert D. Britt his
true and lawful  attorney-in-fact and agent, each acting alone, with full powers
of substitution  and  resubstitution,  for him and his name, place and stead, in
any and all capacities  with full power and authority to do any and all acts and
things and to execute any and all  instruments  which said attorneys and agents,
and any of them, determine may be necessary, advisable or required to enable the
Registrant  to comply with the federal and state  securities  laws in connection
with the matters covered by this  Registration  Statement.  Without limiting the
generality of the foregoing power and authority,  the powers granted include the
power and  authority  to sign the  names of the  undersigned  in the  capacities
indicated  to  this  Registration  Statement,  to any  and  all  amendments  and
supplements,  and to all  instruments  or  documents  filed  as a part  of or in
connection  with  this  Registration  Statement  or  amendments  or  supplements
thereof,  and each of the undersigned hereby ratifies and confirms all that said
attorneys  and  agents,  or any of them,  shall do or cause to be done by virtue
hereof.

      This Power of Attorney may be signed in several counterparts.


<PAGE>


      IN WITNESS  WHEREOF,  each of the  undersigned  has executed this Power of
Attorney as of the date indicated.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

Signature                    Title                                    Date

/s/ Robert P. Stiller        Chairman of the Board of            October 1, 1998
-------------------------    Directors, President and Chief 
Robert P. Stiller            Executive Officer
                             (Principal Executive Officer)                      
                          

/s/ Robert D. Britt          Chief Financial Officer,            October 1, 1998
-------------------------    Vice President,Treasurer, 
Robert D. Britt              Secretary and Director   
                             (Principal Financial and Accounting Officer)
 
                         
/s/ Stephen J. Sabol         Vice President and Director         October 1, 1998
-------------------------   
Stephen J. Sabol


/s/ Jonathan C. Wettstein    Vice President and Director         October 1, 1998
-------------------------   
Jonathan C. Wettstein


/s/ William D. Davis         Director                            October 1, 1998
-------------------------                                      
William D. Davis


/s/ Jules A. del Vecchio     Director                            October 1, 1998
-------------------------                                    
Jules A. del Vecchio


/s/ David E. Moran           Director                            October 1, 1998
-------------------------                                   
David E. Moran


<PAGE>


                                  EXHIBIT INDEX


            Exhibit No.   Description
            -----------   -----------

            4              Certificate of Incorporation and Bylaws (incorporated
                           by   reference   to  Exhibits  3.1  and  3.2  in  the
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (Registration No.33-66646) filed with the SEC on July
                           28, 1993)

            5              Opinion of Merritt & Merritt

            23.1           Consent of Merritt & Merritt (contained in Exhibit 5)

            23.2           Consent of PricewaterhouseCoopers LLP

            24             Powers of Attorney (included on the signature page of
                           this Registration Statement)

            99.1           Green  Mountain  Coffee,  Inc.  1998  Employee  Stock
                           Purchase Plan

            99.2           Employee Stock Purchase Plan Election Form
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18566}]
{"company-data": {"conformed-name": "GREEN MOUNTAIN COFFEE INC", "cik": "0000909954", "assigned-sic": "2090", "irs-number": "030339228", "state-of-incorporation": "DE", "fiscal-year-end": "0928"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65321", "film-number": "98720850"}, "business-address": {"street1": "33 COFFEE LANE", "city": "WATERBURY", "state": "VT", "zip": "05676", "phone": "8022445621"}, "mail-address": {"street1": "33 COFFEE LANE", "city": "WATERBURY", "state": "VT", "zip": "05676"}}
As filed with the Securities and Exchange Commission on October 5, 1998
                                        Registration No. 333 - _____________
     -----------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           GREEN MOUNTAIN COFFEE, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                     03-0339228
----------------------------------        --------------------------------------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                    33 Coffee Lane, Waterbury, Vermont 05676               
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                           GREEN MOUNTAIN COFFEE, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                        ---------------------------------
                             (Full title of the plan)

                                Robert P. Stiller
                           Green Mountain Coffee, Inc.
                                 33 Coffee Lane
                            Waterbury, Vermont 05676
                            ------------------------
                     (Name and address of agent for service)

                                 (802) 244-5621
                                 --------------
              (Telephone number, including area code, of agent for service)

                                    Copy to:
                                 Mark V. D'Amico
                                Merritt & Merritt
                                 30 Main Street
                                    Suite 330
                            Burlington Vermont 05402
                                 (802) 658-7830

                         Calculation of Registration Fee
----------------- ---------------- ------------ -------------- -----------------
                                     Proposed      Proposed
                                     Maximum       Maximum
Title of                             Offering      Aggregate      Amount of
Securities to        Amount to be    Price Per     Offering       Registration
be Registered        Registered (1)  Share (2)     Price (2)      Fee   
----------------- ---------------- ------------ -------------- -----------------
Common Stock
(par value $0.10
per share)           150,000         $4.50         $675,000       $199.13
(1)      Pursuant to Rule 416 of the  Securities  Act of 1933, as amended,  this
         Registration   Statement  also  covers  an  indeterminable   number  of
         additional  Shares that may become issuable  pursuant to terms designed
         to prevent  dilution  resulting from stock splits,  stock  dividends or
         similar events.

(2)      Estimated  solely for the  purposes  of  calculating  the amount of the
         registration  fee. In accordance with Rule 457(h) of the Securities Act
         of 1933, as amended, the price shown is the average of the high and low
         selling prices of the Common Stock for October 1, 1998 as reported
         on the NASDAQ National Market.

                                     PART I

              Information Required in the Section 10(a) Prospectus

         The documents  containing the  information  specified in Part I of this
Registration  Statement will be supplied to all persons  eligible to participate
in the Green Mountain Coffee, Inc. 1998 Employee Stock Purchase Plan.

                                     PART II

               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

         The  following  documents,  or  portions  thereof,  as  filed  with the
Securities and Exchange  Commission by the Registrant are hereby incorporated by
reference:

         (A) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended September 27, 1997;

         (B) The  Registrant's  Quarterly  Reports  on From 10-Q for each of the
quarters  ended  January  17,  1998,  April 11,  1998 and July 4, 1998,  and its
Current Report on Form 8-K dated June 11, 1998.

         (C) The description of the  Registrant's  Common Stock contained in the
section entitled "Description of Capital Stock" of the Registrant's Registration
Statement  on Form  SB-2  filed  on July  28,  1993 and  declared  effective  on
September 21, 1993 (File No.  33-66646)  (which is  incorporated by reference to
Item  1 of the  Registrant's  Registration  Statement  on  Form  8-A  (File  No.
0-22398), dated September 10, 1993, filed pursuant to Section 12 of the Exchange
Act).

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act of 1934, as amended,
after  the date of this  Registration  Statement  and  prior to the  filing of a
post-effective  amendment to the Registration Statement which indicates that all
securities  offered  hereby  have  been  sold or  which  de-registers  all  such
securities remaining unsold shall be deemed to be incorporated by reference into
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.  Interests of Named Experts and Counsel.

         H. Kenneth Merritt,  Jr., Managing  Director of Merritt & Merritt,  the
Registrant's corporate counsel, serves as Assistant Secretary of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  Delaware  General  Corporation  Law  (the  "DGCL")
generally  provides that a corporation is authorized to indemnify any person who
is  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding by reason of the fact that he is or was a director, officer, employee
or  agent  of the  corporation  or is or was  serving,  at  the  request  of the
corporation,  in  any  of  such  capacities  of  another  corporation  or  other
enterprise, if such director, officer, employee or agent 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, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  This statute describes
in detail the right of the Registrant to indemnify any such person.

         Section  102(b)(7)  of the DGCL enables a  corporation  in its original
certificate of incorporation  or an amendment  thereto to eliminate or limit the
personal  liability of a director for  violations  of the  director's  fiduciary
duty,  except  (i) for any  breach  of the  director's  duty of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions)  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.  The Registrant's  Certificate of Incorporation limits the liability of
directors to the extent permitted by Section 102(b)(7) of the DGCL.

         The Registrant's Certificate of Incorporation and Bylaws state that the
Registrant  shall  indemnify its officers,  directors,  and  employees,  and may
indemnify its agents,  to the full extent  permitted by the laws of the State of
Delaware.  The  Registrant  currently  maintains  an  officers'  and  directors'
liability  insurance  policy  which  covers,   subject  to  the  exclusions  and
limitations  of the policy,  officers and  directors of the  Registrant  against
certain liabilities which may be incurred by them solely in such capacities.

         For  information  regarding the  Registrant's  undertaking to submit to
adjudication the issue of indemnification  for violation of the securities laws,
see Item 9  hereof.  The  Registrant  believes  that it is the  position  of the
Securities and Exchange Commission that insofar as the foregoing  provisions may
be invoked to disclaim  liability for damages  arising under the Securities Act,
such provisions are against public policy as expressed in the Securities Act and
are therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

            Exhibit No.   Description
            -----------   -----------

            4              Certificate of Incorporation and Bylaws (incorporated
                           by   reference   to  Exhibits  3.1  and  3.2  in  the
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (Registration No.33-66646) filed with the SEC on July
                           28, 1993)

            5              Opinion of Merritt & Merritt

            23.1           Consent of Merritt & Merritt (contained in Exhibit 5)

            23.2           Consent of PricewaterhouseCoopers LLP

            24             Powers of Attorney (included on the signature page of
                           this Registration Statement)

            99.1           Green  Mountain  Coffee,  Inc.  1998  Employee  Stock
                           Purchase Plan

            99.2           Employee Stock Purchase Plan Election Form

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, as amended (the "1933 Act");

      (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;

      (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 paragraphs (a)(1)(i) and (a)(1)(ii) above do not
      apply  if 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 Section 15(d) of the 1934 Act
      that are incorporated by reference in the Registration Statement.

      2. That, for the purpose of determining  any liability under the 1933 Act,
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 unsold at the termination of the
offering.

(B)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 1933 Act 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 1933 Act and is,
therefore, unenforceable.

      In the event that a claim for  indemnification  against  such  liabilities
(other than the  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 1933 Act and will be governed by the final adjudication of such
issue.
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 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 the City of Waterbury, State of Vermont, on October 1, 1998.

                                                GREEN MOUNTAIN COFFEE, INC.

                                           By: /s/ Robert P. Stiller
                                              ----------------------
                                           Robert P. Stiller
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints each of Robert P. Stiller and Robert D. Britt his
true and lawful  attorney-in-fact and agent, each acting alone, with full powers
of substitution  and  resubstitution,  for him and his name, place and stead, in
any and all capacities  with full power and authority to do any and all acts and
things and to execute any and all  instruments  which said attorneys and agents,
and any of them, determine may be necessary, advisable or required to enable the
Registrant  to comply with the federal and state  securities  laws in connection
with the matters covered by this  Registration  Statement.  Without limiting the
generality of the foregoing power and authority,  the powers granted include the
power and  authority  to sign the  names of the  undersigned  in the  capacities
indicated  to  this  Registration  Statement,  to any  and  all  amendments  and
supplements,  and to all  instruments  or  documents  filed  as a part  of or in
connection  with  this  Registration  Statement  or  amendments  or  supplements
thereof,  and each of the undersigned hereby ratifies and confirms all that said
attorneys  and  agents,  or any of them,  shall do or cause to be done by virtue
hereof.

      This Power of Attorney may be signed in several counterparts.
IN WITNESS  WHEREOF,  each of the  undersigned  has executed this Power of
Attorney as of the date indicated.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

Signature                    Title                                    Date

/s/ Robert P. Stiller        Chairman of the Board of            October 1, 1998
-------------------------    Directors, President and Chief 
Robert P. Stiller            Executive Officer
                             (Principal Executive Officer)                      
                          

/s/ Robert D. Britt          Chief Financial Officer,            October 1, 1998
-------------------------    Vice President,Treasurer, 
Robert D. Britt              Secretary and Director   
                             (Principal Financial and Accounting Officer)
 
                         
/s/ Stephen J. Sabol         Vice President and Director         October 1, 1998
-------------------------   
Stephen J. Sabol

/s/ Jonathan C. Wettstein    Vice President and Director         October 1, 1998
-------------------------   
Jonathan C. Wettstein

/s/ William D. Davis         Director                            October 1, 1998
-------------------------                                      
William D. Davis

/s/ Jules A. del Vecchio     Director                            October 1, 1998
-------------------------                                    
Jules A. del Vecchio

/s/ David E. Moran           Director                            October 1, 1998
-------------------------                                   
David E. Moran
EXHIBIT INDEX

            Exhibit No.   Description
            -----------   -----------

            4              Certificate of Incorporation and Bylaws (incorporated
                           by   reference   to  Exhibits  3.1  and  3.2  in  the
                           Registrant's  Registration  Statement  on  Form  SB-2
                           (Registration No.33-66646) filed with the SEC on July
                           28, 1993)

            5              Opinion of Merritt & Merritt

            23.1           Consent of Merritt & Merritt (contained in Exhibit 5)

            23.2           Consent of PricewaterhouseCoopers LLP

            24             Powers of Attorney (included on the signature page of
                           this Registration Statement)

            99.1           Green  Mountain  Coffee,  Inc.  1998  Employee  Stock
                           Purchase Plan

            99.2           Employee Stock Purchase Plan Election Form