SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

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                                    FORM 8-K


              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
                                  JULY 11, 2003


                        GREEN MOUNTAIN POWER CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


   VERMONT                                 03-0127430
(STATE  OR OTHER JURISDICTION OF INCORPORATION)  (I.R.S. EMPLOYER IDENTIFICATION
NUMBER)


                                     1-8291
                             COMMISSION FILE NUMBER


         163  ACORN  LANE,
                 COLCHESTER, VERMONT                       05446
      (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES)
(ZIP  CODE)





                                    (802) 864-5731
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)

















Item  5.  Other Events.  On July 11, 2003, Green Mountain Power Corporation (the
"Company")  and  the  Vermont  Department  of  Public Service (the "Department")
reached  agreement on a Memorandum of Understanding (the "Memorandum") regarding
the  Company's  rates  and  allowed return on equity through the end of 2006, in
connection  with a cost of service filing made by the Company on April 15, 2003.
The  cost  of  service  filing  complied  with an Order previously issued by the
Vermont  Public  Service  Board  (the "Board") approving the sale of the Vermont
Yankee  nuclear  power  plant  by  Vermont  Yankee  Nuclear Power Corporation to
Entergy  Nuclear  Vermont Yankee, LLC.  The Memorandum is subject to approval by
the  Board,  and  provides,  among  other  things,  the  following:
     Rate  Stability: The Company's rates will remain unchanged until January 1,
2005, when they will increase by 1.9 percent, and an additional rate increase of
0.9  percent  will be effective January 1, 2006, subject to the requirement that
the  Company  file a cost of service filing with the Department and the Board 60
days  prior to each rate increase that supports such increase.  In addition, the
Memorandum  permits  the  Company to carry forward into 2004 any unused deferred
revenue  originally  allowed in the Company's last rate case decision in January
2001.
     Earnings  Cap:  The  Memorandum  provides  that the Company will reduce its
current  11.25 percent allowed return on equity to 10.50 percent for 2003, 2004,
2005  and  2006.  The  Memorandum  further provides that if the Company earns in
excess  of  its  earning  cap, then any 2004 excess earnings shall be applied to
reduce  regulatory assets.  Excess earnings in 2005 or 2006 shall be refunded to
customers  as  a credit on customer bills or applied to reduce regulatory assets
as  the  Department  directs.
     Redesign  of  Rates:  Within  60  days  of  the  Board's  approval  of  the
Memorandum,  the  Company  shall  file  with the Board a fully allocated cost of
service  study  and  rate  redesign.
     Alternative  Regulation Plan: The Company and the Department have agreed to
work  cooperatively to develop and propose an alternative regulation plan within
120  days after Board approval of the Memorandum.  Such plan, if approved by the
Board,  would  supersede  the  terms  of  the  Memorandum.
     Amortization  of  Regulatory  Assets:  Under  the  Memorandum, amortization
(recovery)  of  certain  regulatory  assets,  including  Pine Street Barge Canal
environmental  site  costs,  and  past demand side management program costs will
begin January 2005 and will be allowed in future rates according to amortization
schedules  set  forth  in  the  Memorandum.
     A  copy  of  the  Memorandum  is  attached  hereto  as  an  exhibit.
     There  are statements herein that contain projections or estimates and that
are considered to be "forward-looking" as defined by the Securities and Exchange
Commission.  In  these statements, you may find words such as believes, expects,
plans,  or  similar  words.  These  statements  are not guarantees of our future
performance.  There  are risks, uncertainties and other factors that could cause
actual  results  to  be  different  from  those  projected.


ITEM  7  FINANCIAL  STATEMENTS,  PRO  FORMA  FINANCIAL INFORMATION AND EXHIBITS.
(a)  and  (b)  --not  applicable
(c)  Exhibits--not  applicable





     For  further  information,  contact  Dorothy  Schnure, Manager of Corporate
Communications,  (802)  655-8418.

                              SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  cased  this  report  to  be  signed  on its behalf by the
undersigned  thereunto  duly  authorized.

GREEN  MOUNTAIN  POWER  CORPORATION
                                         Registrant
DATED:  July  16,  2003               By:/s/  Robert  J.  Griffin
                                         ------------------------
ROBERT  J.  GRIFFIN,  CONTROLLER  AND  TREASURER

 DATED:  July  16,  2003
                              By:/s/  Robert  J.  Griffin
                                 ------------------------
ROBERT  J.  GRIFFIN,  CONTROLLER  AND  TREASURER
                              (AS  PRINCIPAL  FINANCIAL  OFFICER)