SecProbe.io

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Mail Stop 0308
									April 28, 2005

Mr. Christopher Dutton, President
     and Chief Executive Officer
Green Mountain Power Corporation
163 Acorn Lane
Colchester, Vermont 05446

Re: 	Preliminary Proxy Statement on Schedule 14A
                     filed March 30, 2005
	File No. 1-8291

	Form 10-K for the year ended December 31, 2004
	          filed March 29, 2005
             File No. 1-8291

Dear Mr.Dutton:

	We refer to our prior letter to you of April 22, 2005
regarding
the above
filings. This letter will further authenticate our transmission of
that letter to you
by FAX on that date, restating the comments presented in that
letter
with no changes, and including certain closing comments which were
inadvertently omitted from that letter. These comments appear
after
the set of asterisks immediately before the signature at the end
of
the letter.

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should  revise your filings in
response
to these comments. If you
disagree, we will consider your explanation of why our comment is
inapplicable or a  revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other
aspect of our review. Please feel free to call us at the telephone
numbers listed at the end of this letter.

Proxy Statement

Change of Control Agreements - pages 16-18

1.	Please state more specifically when these agreements were
executed, and the
reason(s) why they were executed at this time. Please also clarify
whether, to the       knowledge of the company, there are any
known
or threatened attempts to effect
any transaction of a type which would trigger the operation of the
agreements.

Approval of Amendment and Restatement of the Company`s Amended and
 Restated Articles of Incorporation - pages 20 -21

 Description of the Material Terms of the Charter Amendment - page
20

2. Please explain why you are adopting the Amendment at this time,
and
  explain in further detail why you are recommending this change
as "
... in conformance
  with current standards of excellent corporate governance".

  3. 	The text of the proxy statement should identify the
specific section
  of the Articles which includes this provision, to facilitate
reference by readers.

   Form 10-K

  General

4.    It does not appear that you have included disclosure
required
by Item 9B of
  Form 10-K. Please confirm to us that there is no other
information
required tp be
  disclosed, or amend your Form 10-K to disclose the required
information. Also,
  in future periodic reports, if no disclosure is required by an
Item, then disclose
  "none" or "not similar" or something similar, rather than
omitting
the Item.

5.  We note your disclose that there have been no significant
changes to your
internal control over financial reporting. Please be aware that
Item
308 (c) of   Regulation S-K requires disclosure of any change that
has materially affected,
or is reasonably likely to materially affect, your internal
control
over financial
reporting. Please confirm to us that there have been no changes
within the scope
of Item 308 (c), or amend to provide the necessary disclosure.
Also,
in future
periodic reports, please ensure your disclosure reflects the
precise
Item 308 (c)
standard.

    Financial Statements

    General

6.	Where a comment below requests additional disclosures or
other
revisions to be                     made, please show us in your
supplemental response what the revisions will look like.     These
revisions should be included in your future filings.

  Business

7.	You indicate that your ownership in VYNPC increased in 2004,
from 19 percent to    33.6 percent as a result of the investee`s
purchase of certain minority shareholders` interests.  Note B
indicates a 33.6% ownership interest as of December 31, 2003.
Please
explain or reconcile the disparity between the two sections of
your
Form 10-K.

    Please also tell us how you view the investee`s purchase of
certain minority shareholders` interests. Furthermore, provide to
us
the accounting entries which were recorded by the investee, as
well
as the entries you recorded with respect to this transaction.  If
you
changed the basis in the investee as a result of the investee`s
treasury stock repurchase, please contrast this to a situation
where
your percentage in an investee was increased as a result of your
direct purchase of investee shares from other shareholders.  Also,
please advise if the repurchase was consummated at book value,
premium, or discount.

    Finally, please tell us how you accounted for the change in
the
equity of VYNPC at the investor level.  In this regard, we note
that
your net equity in the assets of VYNPC did not materially change
from
2004 as compared with 2003. Please reconcile the change in net
assets
of VYNPC from 2003 to 2004.

8.	You reference purchases of 197,241 MWh of power, representing
9.50 percent of the Company`s 2004 net power supply.  You also
indicate that you have arrangements with power marketers
participating in the New England/York market.  In general, New
York
market transactions typically settle financially.  Please explain
if
you consider any of these arrangements non-trading derivatives and
if
not, your rationale.  If so, tell us whether you apply the normal
purchase and sale election of SFAS no. 133 and how you meet the
"normal" criteria. Lastly, explain what percentage of these
contracts
physically settle. We may have further comment.

  Results of Operations - Transmission Expenses

9.	We note the ISO-NE implemented their SMD plan on March 1,
2003,
and currently the State of Vermont constitutes a single zone under
the plan.  Please explain how nodal pricing will impact your power
supply and transmission costs; an example would be helpful to the
staff`s understanding.  You indicate that nodal pricing could
result
in a material adverse impact.  In this regard, please explain
whether
there are any steps you could take to reduce such impact.

  Quantitative and Qualitative Disclosures about Market Risk, and
Other Risk Factors

10.	Please explain to us how you determined the risk free rate
used
to value the Morgan Stanley and the 9701 Arrangement.
Specifically
address the disparity in risk free interest rate and the extent to
which the disparity is maturity-related.  Lastly, explain why you
are
using two different option models to value these contracts.

  Note A. Significant Accounting Policies - Derivative Instruments

11.	We assume the Morgan Stanley contract is not an energy
trading
derivative but is a derivative.   If our assumption is correct
please
provide to us your EITF 03-11 analysis with respect to income
statement classification of the contract.  Finally, tell us
whether
the contract is physically or net settled. Please be detailed in
your
response explaining how the contract operates including
explanation
of the index or specified prices.

  Note C. Common Stock Equity

12.	Please reconcile the number of shares granted under your
compensation programs to the number of shares issued on your
consolidated statements of stockholders` equity.

13.	You indicate that you fund an employee savings and investment
plan.  Please tell us whether your financial statements reflect
any
expense associated with this plan.  If not, please explain the
reasons.  A description of the plan may be helpful to our
understanding.  If so, please disclose the expense as discussed in
paragraph 11 of SFAS No. 132 (R).  Lastly, please tell us if you
are
matching employee contributions in either cash or stock.

  Note G. Income Taxes

14.	It is not clear whether you have any deferred income taxes
associated with accelerated tax depreciation on public utility
property.  Please advise how you depreciate plant for rate making
versus tax purposes and how this complies with the normalization
requirements contained in the USTC.  To the extent you have taken
the
investment tax credit in the past, please help us understand which
election you made under the Revenue Act of 1971 and how such
election
is reflected in your financial statements based on your rate
making
treatment of the credit.   As part of your explanation, ensure you
tell us whether the flow through items contained in the
determination
of deferred income tax expense or benefit, includes any of the
above
mentioned items.  In short, explain why it appears you have no
deferred tax items related to plant and whether you have any
regulatory deferrals related to ITC.

  Note H. Pension and Retirement Plans

15.	Please explain to us how you calculate the market related
value
of plan assets as   that term is defined in SFAS 87. Since there
are
alternative ways to calculate the market  value of plan assets and
it
has a direct impact on your pension expense, we believe you
should
disclose how you determine this amount in future filings.

  Note I. Rate Matters

16.	Please tell us your achieved rate or return for the years
covered by the statements        statements, then we believe
disclosure of the achieved return in percentage and absolute
dollars
would be useful of income.  If the achieved rate of return is not
readily calculable from your financial  information.  Such
information may be disclosed outside the financial statements.

  Note K. Hydro Quebec

17.	Tell us how you view the VJO Contract under SFAS no.133. If
you
treat as a    normal purchase contract, please show us your
analysis.
We assume from your previous disclosure of the fair market value
of
"the 9701 agreement" that contract represents a mark-to-market
derivative.  If our assumption is incorrect, please clarify.
Please
also tell us how you accounted for the $8 million payment
associated
with writing the calls that constitute "the 9701 agreement".

   Signatures

18.	The report does not appear to have been signed by your
Controller or principal accounting officer. If this officer is one
of
the current signatories, then he should also be identified as a
signatory in this capacity. See General Instruction D to Form 10-
K.

          					***********
	We urge all persons who are responsible for the accuracy and
adequacy of the
disclosure in the filings reviewed by the staff to be certain that
they have provided all
information investors require for an informed decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a
statement from the company acknowledging that:

	the company is responsible for the adequacy and accuracy of
the
disclosure in the
	filing;

	staff comments or changes to disclosure in response to staff
comments do not
	foreclose the Commission from taking any action with respect
to
the filing; and

	the company may not assert staff comments as a defense in any
proceeding
	initiated by the Commission or any person under the federal
securities laws of the
	United States.

	In addition, please be advised that the Division of
Enforcement
has access to all
information you provide to the staff of the Division of
Corporation
Finance in our review
of your filing or in response to our comments on your filing.

 	Please call Robert Babula at (202) 942-5562 if you have
questions regarding comments on the financial statements or
related
matters. Please call Albert Yarashus at (202) 942-1899, or me at
(202) 942-1900 with any other questions.

Sincerely,

H. Christopher Owings

Assistant Director
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Green Mountain Power Corporation
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