10

                                                                 FILE NO. 69-197

                                   FORM U-3A-2

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D. C.


     Statement  by Holding Company Claiming Exemption Under Rule U-3A-2 from the
Provisions  of  the  Public  Utility  Holding  Company  Act  of  1935.

                        GREEN MOUNTAIN POWER CORPORATION

hereby  files  with  the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public  Utility  Holding  Company  Act  of 1935.  This annual statement is being
filed  in connection with the ownership by Green Mountain Power Corporation (the
"Company",  or  "GMP")  or  its  wholly-owned  subsidiary,  Green Mountain Power
Investment  Company  ("GMPIC"),  of  (1)  33.6 percent of the outstanding common
stock  of  Vermont  Yankee  Nuclear Power Corporation ("Vermont Yankee" or "VY")
(see  File  No.  70-4435)  and  (2) 29.5 percent of the outstanding common stock
(Class  B),  28.4  percent  of  the  outstanding common stock (Class C) and 30.0
percent  of  the outstanding preferred stock (Class C) of Vermont Electric Power
Company,  Inc. ("VELCO") (see Application under Section 10 of the Public Utility
Holding  Company  Act  of  1935  by  the  Company on Form U-1, File No. 70-4840,
Administrative  Proceeding  No. 3-2330, and Order of the Securities and Exchange
Commission,  dated  March 11, 1970, in connection therewith, and Holding Company
Act  Release  No.  16632).    In addition, the Company has an indirect ownership
interest  in  Vermont  Electric  Transmission  Company,  Inc.  ("VETCO"),  a
wholly-owned  subsidiary  of  VELCO.
      At  December  31,  2003,  the Company owned 100 percent of the outstanding
common  stock  of Northern Water Resources, Inc., formerly Mountain Energy, Inc.
("NWR"),  Green  Mountain  Propane  Gas,  Limited  ("GMPG"),  GMP  Real  Estate
Corporation ("GMPRE"), GMPIC, and Green Mountain Resources, Inc. ("GMRI").  None
of  these  companies  are,  at  the  present time, a "public utility company" as
defined  in  the  Act.
     In  support of the Company's claim for exemption, the following information
is  submitted.
1.     Name,  state of organization, location and nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale generator (EWG) or
foreign  utility  company  in  which  claimant  directly  or indirectly holds an
interest.



                        GREEN MOUNTAIN POWER CORPORATION

     The  Company  was  incorporated  under  the laws of the State of Vermont on
April  7,  1893,  and  has  its  principal  executive  office at 163 Acorn Lane,
Colchester,  Vermont.
     The principal business of the Company is to supply electrical energy in the
State  of  Vermont  in a territory with approximately twenty-five percent of the
State's  population.  The  Company  serves  approximately 89,000 customers.  The
principal  territory  furnished  with  electricity  comprises an area of roughly
twenty-five  miles  in width extending ninety miles across north central Vermont
between  Lake  Champlain  on  the  west  and  the Connecticut River on the east.
Included  in  this  territory  are  the  cities  of  Montpelier,  Barre,  South
Burlington,  Vergennes,  Williston,  Shelburne  and  Winooski and the Village of
Essex Junction, and a number of smaller towns and communities, including several
communities surrounding the city of Burlington that have experienced substantial
population  growth.  The  Company  also  distributes  electricity  in  four
noncontiguous  areas  located  in  southern  and  southeastern  Vermont that are
interconnected  with  the  Company's  principal  service  area  through  the
transmission  lines  of  VELCO  and  others.  Included  in  these  areas are the
communities  of  Vernon  (where the Entergy Nuclear Vermont Yankee, LLC plant is
located),  Bellows  Falls,  White  River Junction, Wilder, Wilmington and Dover.
     The  Company  supplies  at wholesale a portion of the power requirements of
several  municipalities  and  cooperatives in the State of Vermont.  The Company
interchanges  economy and emergency power and energy with the Independent System
Operator  of  New  England  ("ISO-NE"), a function formerly performed by the New
England  Power  Pool  ("NEPOOL").
     The  Company  is  the  sole  stockholder  of NWR (formerly Mountain Energy,
Inc.),  GMPG,  GMPRE, and GMPIC, all incorporated under the laws of the State of
Vermont  and  of  GMRI,  incorporated  under  the laws of the State of Delaware.
     The  primary business of NWR was to invest in non-utility energy generation
and  efficiency  projects.  NWR's  principal  office  is  at  163  Acorn  Lane,
Colchester,  Vermont.  The  Company  has sold nearly all of NWR's generation and
efficiency  assets,  offices  and equipment, and its former corporate trade-name
(Mountain  Energy,  Inc.)  to  KMS  Mountain  Energy,  Inc.
     The  business of GMPG is to close out the affairs of Green Mountain Propane
Gas Company, its predecessor, an operating retail propane gas seller, the assets
of  which were sold on March 16, 1998.  That process has been completed and GMPG
is  expected  to  be  dissolved  in  2004.
     The  business  of  GMPRE  has  consisted of the construction, operation and
lease  to  the  Company  of certain assets, principally, the former headquarters
building  for  the  Company in South Burlington, Vermont, as well as two service
centers  in  Bellows  Falls  and  Wilmington,  Vermont.  The  leases  on  these
properties  were  purchased,  and  the  former headquarters building sold during
1999.  GMPRE's  principal  office  is  at  163  Acorn Lane, Colchester, Vermont.
     The  primary  business  of  GMPIC is to hold the GMP investment interest in
Vermont  Yankee.  GMP  transferred  its  ownership  of VY to GMPIC on October 1,
2003.
     GMRI  was  formed  in  April  1996  to explore opportunities in competitive
retail  energy  markets.  In  1996,  GMRI,  together  with  subsidiaries  of
Hydro-Quebec,  Consolidated  Natural  Gas  Corporation  and  Noverco,  Inc.,
participated  in  the  retail sales of energy in pilot programs in New Hampshire
and  Massachusetts  through  Green  Mountain  Energy Partners L.L.C. ("GMEP"), a
Delaware  limited  liability company formed in April 1996.  GMRI and GMEP do not
actively engage in any business presently, and both companies are expected to be
dissolved  in  2004.  GMRI's  and  GMEP's offices are located at 163 Acorn Lane,
Colchester,  Vermont.



     NWR and GMPRE are not public utilities and are not qualified to do business
in  any  state other than the State of Vermont.  NWR owns a subsidiary that owns
an  inactive  company  that  specialized in wastewater treatment technology, and
directly  owns  approximately  13.6  percent of a second company specializing in
wastewater  treatment  technology.  NWR  also  retains  ownership of partnership
interests in one wind powered generation facility in California, and a note from
a  hydro-powered  generation  facility  in  New  Hampshire.
     GMPG and GMPIC are not public utilities and are qualified to do business in
the  State of Vermont.  Neither GMRI nor GMEP are public utilities, and both are
qualified  to  do  business  in  the  States  of  Vermont,  New  Hampshire  and
Massachusetts.

                    VERMONT YANKEE NUCLEAR POWER CORPORATION

     Vermont  Yankee  was incorporated in Vermont on August 4, 1966, and has its
principal  office  at  Ferry  Road,  RD  #5,  Brattleboro,  Vermont.
     On  July  31,  2002,  Vermont Yankee announced that the sale of its nuclear
power  plant  to  Entergy Nuclear Vermont Yankee ("Entergy") had been completed.
In  addition  to  the  sale  of  the generating plant, the transaction calls for
Entergy  through  its power contract with VY, to provide 20 percent of the plant
output  to  the  Company  at  average  annual prices ranging from $39 to $45 per
megawatt  hour  through  2012,  subject  to  a  "low  market adjuster" effective
November,  2005,  that protects the Company and other sponsors in the event that
market  prices  for  power  drop  significantly.  This  power  contract supplies
approximately  35  percent  of  the  Company's  present  energy  requirements.
     Since  the sale of the nuclear plant, the business of Vermont Yankee is the
management  of  its  power  supply  contract  with  Entergy,  and  the  sale  of
electricity  at the plant to those New England utilities, including the Company,
who  are  current  or  former sponsoring stockholders.  GMPIC owns approximately
33.6  percent  of  the  common  stock  of  VY.
     As  a  result  of  the  sale,  Vermont Yankee is no longer a public utility
company.


                      VERMONT ELECTRIC POWER COMPANY, INC.

     VELCO  was  incorporated under the laws of the State of Vermont on December
28, 1956, and has its principal office at Pinnacle Ridge Road, Rutland, Vermont.
     VELCO  provides  transmission services for all of the electric distribution
utilities  in  the  State  of  Vermont.  VELCO  is  reimbursed for its costs (as
defined  in the agreements relating thereto) for the transmission of power which
VELCO  transmits  for  the  electric  distribution  utilities.
     VELCO has agreements for single-unit power purchases that it resells at its
cost  to  various  electric  distribution  utilities  in  the  State of Vermont.
     VELCO  was  a  participant  with all of the major electric utilities in New
England  in NEPOOL, acting for itself and as agent for twenty-two other electric
utilities  in  Vermont,  including  the  Company.  The  Company  participates in
NEPOOL,  a  regional  bulk power transmission organization established to assure
reliable and economical power supply in the Northeast United States.  The ISO-NE
was  created  to manage the operations of NEPOOL, effective May 1, 1999.  ISO-NE
operates  a  market  for  all  New  England states for purchasers and sellers of
electricity in the deregulated wholesale energy markets.  Sellers place bids for
the  sale of their generation or purchased power resources and if demand is high
enough  the  output  from  those  resources  is  sold.

              VERMONT ELECTRIC TRANSMISSION COMPANY, INC.("VETCO")

     VETCO,  a wholly-owned subsidiary of VELCO, was incorporated under the laws
of  the  State  of  Vermont  on  May  13,  1982, and has its principal office at
Pinnacle  Ridge  Road,  Rutland,  Vermont.
     VETCO  has  entered  into  a  Phase  I  Vermont  Transmission  Line Support
Agreement  dated as of December 1, 1981 with the New England utilities listed in
Attachment  A  thereto and associated agreements relating to the Vermont portion
of  a transmission line interconnecting the electric systems in New England with
the electric system of Hydro-Qu bec.  Phase I of the interconnection consists of
a  +-450  kV  HVDC  transmission  line  from  the  Des Cantons Substation on the
Hydro-Qu  bec  system  near Sherbrooke, Canada, to a converter terminal having a
capacity  of  690 MW at the Comerford Generating Station in New Hampshire on the
Connecticut  River.  The  transmission  line and terminal were declared to be in
commercial  operation  on  October 1, 1986.  Hydro-Qu bec built and operates the
Canadian  portion  of  Phase  I.  VETCO  constructed and operates the portion of
Phase  I  from  the Canadian border through Vermont to the New Hampshire border.
The  terminal  facility  is  owned  by  a subsidiary of the New England Electric
System  ("NEES").  Phase  II  of  the  interconnection  expanded  the  Phase  I
capability  to  2,000 MW through the extension of the +-450 kV HVDC transmission
line from the Comerford terminal in New Hampshire to a terminal facility located
at  the  Sandy  Pond  Substation  in Massachusetts.  Agreements relative to this
second  phase have been executed by Hydro-Qu bec, NEPOOL and various New England
utilities,  including  the  Company.


                         NORTHERN WATER RESOURCES, INC.

     Northern Water Resources, Inc. was incorporated under the laws of the State
of Vermont on December 11, 1989, and has its principal office at 163 Acorn Lane,
Colchester,  Vermont  as  of  December  31,  2003.
         In  1993,  NWR  indirectly  acquired a 25.7 percent limited partnership
interest in a 50 MW wind powered generating facility that is operating northeast
of  San  Francisco;  in  1998  the  limited partnership interest increased to 26
percent.  These  generating  facilities are qualifying facilities, as defined by
the  Public  Utility  Regulatory  Policies  Act.

      During  2000,  NWR  sold  its  interests  in  almost  all of its qualified
generating  facilities, retaining the wastewater treatment assets, the note from
a  hydropower  facility, and its partnership interest in wind powered generation
facilities.  In  January 2001, the company was renamed Northern Water Resources,
Inc. (formerly known as Mountain Energy Inc.), and moved its principal office to
163  Acorn  Lane,  Colchester,  Vermont.

     2.  A  brief  description  of  the  properties  of claimant and each of its
subsidiary  public  utility  companies used for the generation, transmission and
distribution  of  electric  energy for sale, or for the production, transmission
and  distribution  of  natural  or  manufactured gas, indicating the location of
principal  generating  plants,  transmission  lines,  producing  fields,  gas
manufacturing plants and electric and gas distribution facilities, including all
such  properties  which  are  outside  the  State  in  which  claimant  and  its
subsidiaries  are  organized, and all transmission or pipelines which deliver or
receive  electric energy or gas at the borders of such State, is detailed below.

                        GREEN MOUNTAIN POWER CORPORATION

     The Company's properties are operated as a single system serving five areas
in Vermont which are interconnected by transmission lines of VELCO.  The Company
owns  and  operates  eight  hydroelectric  generating stations with an estimated
claimed  capability  of  35.6  MW,  two  gas turbine generating stations with an
aggregate  claimed capability of 61.2 MW, two diesel generating stations with an
aggregate  claimed  capability  of 8.4 MW and a wind powered generating facility
with  an  aggregate  claimed  capability  of  5.9  MW.
     The  Company  had,  at  December  31, 2003, approximately 2 miles of 115 kV
transmission  lines,  10  miles  of  69  kV transmission lines, 5 miles of 44 kV
transmission lines, 244 miles of 34.5 kV transmission lines, and 2 miles of 13.8
kV transmission lines.  The Company's distribution system included approximately
2,573  miles  of  overhead  lines of 2.4 to 34.5 kV and 420 miles of underground
cable  of 2.4 to 34.5 kV.  At such date, the Company owned approximately 115,000
kV of substation transformer capacity in transmission substations and 590,000 kV
of substation transformer capacity in distribution substations and approximately
905,000 kV of transformers for step-down from distribution to customer use.  All
of  the foregoing properties of the Company are located in the State of Vermont.

     The  Company's  system  is  interconnected at locations within the State of
Vermont  with  the  lines  of  out-of-state  utilities  in  New  Hampshire  and
Massachusetts  at  thirteen points along the eastern and southern borders of the
State.  The  transmission lines of the Company are interconnected at four points
in northeastern Vermont with the transmission lines of utilities in the State of
New  Hampshire.
     The  Company  is  a participant, with other New England utilities, in three
major  electric  generating  stations  pursuant  to  joint ownership agreements.
Under  each such agreement, the lead participant has undertaken to construct and
operate the plant for all participants.  The Company is not the lead participant
in  these  plants.  The  plants  and  locations  and the amount of the Company's
participation,  are  as  follows:
     A.   Wyman #4, Yarmouth, Maine -- 1.1 percent (6.8 MW of a total 620 MW) --
lead  participant  is  Central  Maine  Power  Company;
B.  Stony Brook #1, Ludlow, Massachusetts -- 8.8 percent (31.0 MW of a total 352
MW)  --  lead participant is Massachusetts Municipal Wholesale Electric Company;
and
C.   Joseph C. McNeil Generating Station, Burlington, Vermont -- 11 percent (5.8
MW  of  a  total  53  MW) -- lead participant is Burlington Electric Department.
     The  Company  has  acquired title to its percentage interests in the Wyman,
Stony  Brook and McNeil projects.  Wyman became operational in 1979; Stony Brook
in  December  1981;  and  McNeil  in  June  1984.

                    VERMONT YANKEE NUCLEAR POWER CORPORATION

     Vermont  Yankee  constructed  and  operated,  and  in  July  2002  sold  a
nuclear-powered electric generating plant with a nameplate capability of 540 MW.
The  plant  is  located  on  the  Connecticut River in Vernon, Vermont.  Vermont
Yankee  now  buys  output  from  the  plant  under  a contract with Entergy that
provides  the  Company  with  approximately  20  percent  of  the  plant output.

                      VERMONT ELECTRIC POWER COMPANY, INC.

     VELCO has no generating facilities, but has approximately 483 pole miles of
transmission  lines  and twenty-nine associated substations located in the State
of  Vermont.  VELCO's  properties  interconnect  with  the lines of the New York
Power  Authority  at the New York-Vermont state line near Plattsburgh, New York;
with  the transmission facilities of Niagara Mohawk Power Corporation at the New
York-Vermont  state line near Whitehall, New York and North Troy, New York; with
lines  of  New  England Power Company at or near the New Hampshire-Vermont state
line  at  Wilder,  Vermont,  and  at  Monroe, New Hampshire, near Claremont, New
Hampshire,  and  at  the  Massachusetts-Vermont  state  line  near  North Adams,
Massachusetts;  with  the lines of Public Service Company of New Hampshire at or
near the New Hampshire-Vermont state line at Littleton, New Hampshire, Ascutney,
Vermont  and  Vernon,  Vermont;  and  with  the  lines  of  Hydro-Qu  bec at the
Quebec-Vermont  border  near Highgate, Vermont through an AC/DC/AC converter and
7.6  miles of transmission line jointly owned by several Vermont utilities.  All
of  its  transmission  facilities  are  in Vermont, except for approximately 4.3
miles  of  transmission  lines  in  New  Hampshire.

                   VERMONT ELECTRIC TRANSMISSION COMPANY, INC.

     VETCO  does  not  own any generating or distribution facilities.  It is not
contemplated  that VETCO will acquire any generating facilities.  VETCO owns and
operates  the  52-mile  Vermont portion of the transmission interconnection with
Hydro-Qu  bec.


                         NORTHERN WATER RESOURCES, INC.

     NWR  does  not have any generating, transmission or distribution facilities
in  place.  It  has  indirect  interests  in  one  material  asset  used for the
generation  of electricity: a 26 percent limited partnership interest in a 50 MW
qualifying  facility  that  uses  wind  turbines  in  California.

     3.  Information  for  the  last  calendar year with respect to claimant and
each  of  its  subsidiary  public  utility  companies  is  as  follows:

A.   Number  of kWh of electric energy sold (at retail or wholesale), and Mcf of
natural  or  manufactured  gas  distributed  at  retail.
Retail  sales  for  Green  Mountain  Power  are  within  the  state  of  Vermont
exclusively.
                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 2003
Total  Electric  Revenues:  $277,618,165
                              Electric:  4,221,379,000
                              Gas:       None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 2003
Total  Electric  Revenues:  $187,123,325
                              Electric:   4,444,152,000
                              Gas:        None

                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2003
Total  Electric  Revenues:  $23,626,966
                              Electric:   12,350,380
                              Gas:        None

B.   Number  of  kWh  of  electric energy and Mcf of natural or manufactured gas
distributed  at retail outside the State in which each such company is organized
(State  of  Vermont).

                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 2003

                              Electric:   None
                              Gas:        None

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 2003

                              Electric:   None
                              Gas:        None

                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2003

                              Electric:   None
                              Gas:        None

C.   Number  of  kWh  of  electric energy and Mcf of natural or manufactured gas
sold  at wholesale outside the State in which each such company is organized, or
at  the  State  line  (STATE  OF  VERMONT.)

                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 2003
                Wholesale  Sales  Revenue:  $78,901,243
                 Electric:  2,287,039,000*
                               Gas:        None
*Reflects  1,907,013,400  kWh  sales  to  Morgan  Stanley  under  a Power Supply
Agreement  dated  February  1999.

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 2003
                Wholesale  Sales  Revenue:  $84,205,496
                               Electric:1,999,868,400
                                    Gas:        None

                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2003
                               Electric:   None
                               Gas:        None


D.   Number  of  kWh  of  electric energy and Mcf of natural or manufactured gas
purchased  outside  the State in which each such company is organized, or at the
State  line  (STATE  OF  VERMONT).

                        GREEN MOUNTAIN POWER CORPORATION
                                    Year 2003
Power  Supply  Purchases:  $151,022,923
                               Electric:   3,242,980,000*
                               Gas:        None
*Includes  1,975,463,000  kWh purchased from Morgan Stanley under a Power Supply
Agreement  dated  February  1999.

                    VERMONT YANKEE NUCLEAR POWER CORPORATION
                                    Year 2003

                               Electric:   None
                               Gas:        None


                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2003

                               Electric:   None
                               Gas:        None




                   VERMONT ELECTRIC TRANSMISSION COMPANY, INC.



     VETCO  owns and operates a 52-mile transmission line as part of the Phase I
project.  VETCO  has  not  bought  or  sold  electric  energy  during  2003.

     4.  The  following  information  for  the  reporting period with respect to
claimant  and  each  interest  it  holds  directly  or indirectly in an EWG or a
foreign  utility  company,  stating  monetary  amounts in United States dollars:

A.    Name, location, business address and description of the facilities used by
the  EWG  or  foreign  utility  company  for  the  generation,  transmission and
distribution  of  electric  energy for sale or for the distribution at retail of
natural  or  manufactured  gas.

              NONE

B.    Name  of each system company that holds an interest in such EWG or foreign
utility  company;  and  description  of  the  interest  held.

              NONE

C.    Type  and  amount  of  capital  invested,  directly  or indirectly, by the
holding  company  claiming  exemption;  any  direct or indirect guarantee of the
security  of  the EWG or foreign utility company by the holding company claiming
exemption;  and  any  debt  or  other  financial  obligation  for which there is
recourse,  directly  or indirectly, to the holding company claiming exemption or
another  system  company,  other  than  the  EWG  or  foreign  utility  company.

              NONE


D.    Capitalization  and  earnings of the EWG or foreign utility company during
the  reporting  period.

              NONE

E.    Identify any service, sales or construction contract(s) between the EWG or
foreign  utility  company  and a system company, and describe the services to be
rendered  or  goods  sold  and  fees  or  revenues  under  such  agreement(s).


              NONE

EXHIBIT  A

     A  consolidating  statement of income and retained earnings of the claimant
and  its  subsidiary  companies  for  the  last  calendar  year, together with a
consolidating  balance  sheet of claimant and its subsidiary companies as of the
close  of  such  calendar  year  are  attached  hereto.


EXHIBIT  B

     Financial  Data  Schedule

     1.   Total  Assets                   $330,951,000

     2.   Total  Operating  Revenues       $280,470,000

     3.   Net  Income                      $10,407,000

EXHIBIT  C

      An  organizational  chart  showing the relationship of each EWG or foreign
utility  company  to  associate  companies  in  the  holding-company  system.

      NOT  APPLICABLE


                                                                 File No. 69-197


                                 SIGNATURE PAGE
                                 --------------
      The  above-named claimant has caused this statement to be duly executed on
its  behalf  by  its  authorized  officer  on  this  12th  day  of  March  2004.

                               GREEN  MOUNTAIN  POWER  CORPORATION
                               -----------------------------------
                                       (name  of  claimant)




(Corporate  Seal)

                               By:  /s/Robert  J.  Griffin
                                  ------------------------
                               Robert  J.  Griffin
                               Chief  Financial  Officer,  Vice  President  and
Treasurer


Attest:

/s/Penny  J.  Collins
---------------------
Penny  J.  Collins
Assistant  Secretary

Name, title and address of officer to whom notices and correspondence concerning
this  statement  should  be  addressed:





Robert  J.  Griffin
Chief  Financial  Officer,  Vice  President  and  Treasurer

Green  Mountain  Power  Corporation
163  Acorn  Lane
Colchester,  VT  05446