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):
                                DECEMBER 16, 2002


                        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  .  Other  Events.  Green  Mountain Power places $42 million first mortgage
bonds

     COLCHESTER,  VT.  Green  Mountain  Power  Corporation  (NYSE:GMP) announced
today  the  sale  through  private  placement of $42 million principal amount of
first  mortgage  bonds bearing interest at 6.04 percent per year and maturing on
December 1, 2017.  The average life of the bond issuance is twelve years and the
bonds are subject to seven equal annual principal payments beginning on December
1,  2011.
     Net  proceeds  from  the  sale  will  be  used  to  repay  short-term  and
intermediate-term  borrowings,  including  amounts  arising  as  a result of the
Company's  successful  repurchase  of approximately 812,000 shares of its common
stock  through  a modified Dutch Auction last month.  Proceeds will also be used
to  redeem  $8  million  in  first mortgage bonds due December 18, 2002, and for
other  corporate  purposes.  The  repayment  of  amounts  outstanding  under the
Company's revolving credit facility and its $12 million two-year term loan means
that  the  annual  dividend  paid on the Company's common stock will increase to
$0.76  per share, consistent with the action of the Company's Board of Directors
earlier  this  month.
"This  issuance completes our financing plan for 2002," said Christopher Dutton,
President  and  Chief  Executive Officer.  "The bond sale improves our liquidity
and,  with  the  stock repurchase, will lower costs of capital for our customers
for  many  years.  We also expect to increase our dividend over the next several
years  in  a  measured, consistent manner to a payout range of between fifty and
sixty percent of annual earnings, which we will sustain so long as our financial
health  seems  assured."

There  are  statements  in  this information release that contain projections or
estimates  and  that  are  considered  to be "forward-looking" as defined by the
Securities  and  Exchange  Commission (the "SEC").  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:  December  16,  2002               By:/s/Robert  J.  Griffin
                                          -------------------------
ROBERT  J.  GRIFFIN,  CONTROLLER  AND  TREASURER

 DATED:  December  16,  2002               By:/s/Robert  J.  Griffin
                                           -------------------------
ROBERT  J.  GRIFFIN,  CONTROLLER  AND  TREASURER
                              (AS  PRINCIPAL  FINANCIAL  OFFICER)