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):
                                  MAY 14, 2004

                        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  AND  REGULATION  FD  DISCLOSURE

On  May  14, 2004, the Green Mountain Power Corporation (the "Company") issued a
press  release  regarding  certain  corporate governance matters.  A copy of the
press release is attached as exhibit 99.1 to this current report on Form 8-K and
is  incorporated  by  reference  herein.

     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(C)  FINANCIAL  STATEMENTS,  PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit  99.1  Press  Release  Announcing  Certain Corporate Governance Matters.


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:  May  14,  2004     By:/s/Robert  J.  Griffin
                              ----------------------
ROBERT  J.  GRIFFIN,  CHIEF  FINANCIAL  OFFICER,  VICE  PRESIDENT, AND TREASURER