4
                                                                 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") of (1) 29.6 percent of the outstanding common stock (Class
B),  25.1  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);  and  (2)its indirect ownership interest, through VELCO, in Vermont
Electric  Transmission  Company  ("VETCO").
      At  December  31,  2004,  the Company owned 100 percent of the outstanding
common  stock  of Northern Water Resources, Inc., formerly Mountain Energy, Inc.
("NWR"),  and  GMP  Real  Estate Corporation ("GMPRE"). In addition, through its
wholly  owned  subsidiary Green Mountain Power Investment Company ("GMPIC"), the
Company  owns  33.6%  of  the outstanding common stock of Vermont Yankee Nuclear
Power  Corporation  ("VYNPC"  or  "VY")  (see File No. 70-4435).   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 90,000 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.  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
two  cooperatives  in  the State of Vermont.  The Company interchanges power and
energy  with  the ISO New England, Inc. ("ISO-NE") under ISO-NE's implementation
of  the  FERC  Standard  Market  Design.
     The  Company  is  the  sole  stockholder  of NWR (formerly Mountain Energy,
Inc.),  GMPRE,  and  GMPIC,  all  incorporated  under  the  laws of the State of
Vermont.
     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  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
VYNPC.  GMP  transferred  its  ownership  of  VYNPC to GMPIC on October 1, 2003.
     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
non-performing  note  from a hydro-powered generation facility in New Hampshire.
These  generating facilities are qualifying facilities, as defined by the Public
Utility  Regulatory  Policies  Act.
     GMPIC  is not a public utility and is qualified to do business in the State
of  Vermont.

                      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  participates  in  NEPOOL with all of the major electric utilities in
New  England,  acting  for  itself  and  as  agent for twenty-two other electric
utilities in Vermont, including the Company.  ISO-NE is a FERC-approved Regional
Transmission  Organization  ("RTO")  that  now  provides  regional  transmission
service  in  New  England, with operational control of the bulk power system and
responsibility  for administering wholesale markets.  As such, ISO-NE operates a
market  for  all New England states for purchasers and sellers of electricity in
the  deregulated  wholesale  energy  markets.

              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-Quebec.  Phase I of the interconnection consists of
a  +-450  kV  HVDC  transmission  line  from  the  Des Cantons Substation on the
Hydro-Quebec  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-Quebec 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 National Grid, successor to
the  New  England  Electric  System  ("NEES").  Phase  II of the interconnection
provides  2,000  MW  of  capacity  for  transmission  of Hydro Quebec power from
Radisson,  Quebec to a terminal facility located at the Sandy Pond Substation in
Massachusetts.  Agreements  relative  to this second phase have been executed by
Hydro-Quebec,  NEPOOL  and various New England utilities, including the Company.

               VERMONT YANKEE NUCLEAR POWER CORPORATION ("VYNPC")

     VYNPC  was incorporated in Vermont on August 4, 1966, and has its principal
office  at  Ferry  Road,  RD  #5,  Brattleboro,  Vermont.
     On  July 31, 2002, VYNPC announced that the sale of its nuclear power plant
to  Entergy  Nuclear  Vermont  Yankee  LLC  ("Entergy")  had been completed.  In
addition  to the sale of the generating plant, the transaction calls for Entergy
through its power contract with VYNPC, 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 37 percent
of  the  Company's  present  energy  requirements.
     Since  the  sale  of  the  nuclear  plant,  the  business  of  VYNPC 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  VYNPC.
     As  a  result  of  the  sale,  VYNPC is no longer a public utility 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.
     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  certain  wastewater treatment assets, a 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  35.3  MW,  two  gas turbine generating stations with an
aggregate  claimed capability of 58.5 MW, two diesel generating stations with an
aggregate  claimed  capability  of 6.3 MW and a wind powered generating facility
with  an  aggregate  capability  of  5.9  MW.
     The  Company  had,  at  December  31, 2004, approximately 2 miles of 115 kV
transmission  lines,  10  miles  of  69  kV transmission lines, 5 miles of 44 kV
transmission lines, 196 miles of 34.5 kV transmission lines, and 2 miles of 13.8
kV transmission lines.  The Company's distribution system included approximately
2,657  miles  of  overhead  lines of 2.4 to 34.5 kV and 433 miles of underground
cable  of 2.4 to 34.5 kV.  At such date, the Company owned approximately 115,000
kVa  of  substation transformer capacity in transmission substations and 590,000
kVa  of  substation  transformer  capacity  in  distribution  substations  and
approximately  949,000  kVa  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) --
Florida  Power  and  Light  is  the  principal owner and operator of this plant;
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 ELECTRIC POWER COMPANY, INC.

     VELCO has no generating facilities, but has approximately 573 pole miles of
transmission  lines  and  32  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,  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-Quebec  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-Quebec.



     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 2004
Total  Electric  Revenues:  $225,870,333
                              Electric:  2,381,694,000  kWh
                              Gas:       None


                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2004
Total  Electric  Revenues:  $25,816,126
                              Electric:  10,721,437  kWh
                              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 2004

                              Electric:   None
                              Gas:        None



                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2004

                              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 2004
                Wholesale  Sales  Revenue:  $22,651,980
                 Electric:  411,768,600  kWh*
                               Gas:        None
*Reflects 127,923,600 kWh sales to Morgan Stanley under a Power Supply Agreement
dated  February  1999,  and  modified  and  extended in August 2002 (the "Morgan
Stanley  Contract").



                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2004
                               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 2004
Power  Supply  Purchases:  $88,545,682
                               Electric:   1,414,812,000  kWh*
                               Gas:        None
*Includes 321,082,000 kWh purchased from Morgan Stanley under the Morgan Stanley
Contract.



                      VERMONT ELECTRIC POWER COMPANY, INC.
                                    Year 2004

                               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  2004.

     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                   $341,619,000
     2.   Total  Operating  Revenues       $228,816,000
     3.   Net  Income                      $11,584,000
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  30th  day  of  March  2005.

                               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





CONSOLIDATING  BALANCE  SHEET  FORM  U-3A-2  EXHIBIT  10
              December 31, 2004                   CONSOLIDATED            GREEN     GREEN     CONSOLIDATED
                                          GREEN     NORTHERN          MOUNTAIN     MOUNTAIN          GREEN
                                         MOUNTAIN     WATER     GMP     POWER     POWER            MOUNTAIN
                                       POWER     RESOURCES     REAL  INVESTMENT     CONSOLIDATING     POWER
                                       CORPORATION    INC.    ESTATE   COMPANY    ELIMINATIONS   CORPORATION
                                       ------------  -------  -------  --------  --------------  ------------
(In thousands)
                                                                               
UTILITY PLANT,NET . . . . . . . . . .  $    232,712  $    -   $     -  $      -  $           -   $    232,712
OTHER INVESTMENTS . . . . . . . . . .        18,585       -         -     1,613         (1,239)        18,959
DEFERRED CHARGES. . . . . . . . . . .        53,731       -         -         -              -         53,731
CURRENT ASSETS. . . . . . . . . . . .        35,019     104         -       836           (497)        35,462
OTHER CURRENT ASSETS. . . . . . . . .             -       -         1         -             (1)             -
PROPERTY AND EQUIPMENT. . . . . . . .             -       -       249         -           (249)             0
OTHER ASSETS. . . . . . . . . . . . .           507   1,656         -         -         (1,408)           755
                                       $    340,554  $1,760   $   250  $  2,449  $      (3,394)  $    341,619
                                       ============  =======  =======  ========  ==============  ============

COMMON STOCK EQUITY . . . . . . . . .  $    109,581  $ (658)  $    13  $  1,884  $      (1,239)       109,581
REDEEMABLE PREFERRED STOCK. . . . . .             -       -         -         -              -              -
LONG TERM DEBT LESS CURRENT MATURITY.        93,000       -         -         -              -         93,000
CAPITAL LEASE OBLIGATION. . . . . . .         4,493       -         -         -              -          4,493
CURRENT LIABILITIES . . . . . . . . .        26,139   2,393        56         -         (4,120)        24,468
DEFERRED CREDITS. . . . . . . . . . .       107,341       -         -       565              -        107,906
OTHER LIABILITIES . . . . . . . . . .             -      25       181         -          1,965          2,171
                                       $    340,554  $1,760   $   250  $  2,449  $      (3,394)  $    341,619
                                       ============  =======  =======  ========  ==============  ============







                                                                             GREEN     GREEN     CONSOLIDATED
                                             GREEN     NORTHERN          MOUNTAIN     MOUNTAIN     GREEN
                                           MOUNTAIN     WATER     GMP     POWER         POWER     MOUNTAIN
                                          POWER     RESOURCES     REAL     INVESTMENT  CONSOLIDATING     POWER
                                         CORPORATION    INC.    ESTATE   COMPANY    ELIMINATIONS   CORPORATION
                                       ---------------  -----  --------  --------  --------------  ------------
CONSOLIDATING STATEMENT OF INCOME:     (in thousands)
                                                                                 
OPERATING REVENUES. . . . . . . . . .  $       228,816  $   -  $    14   $    183  $        (197)  $    228,816
OPERATING EXPENSES. . . . . . . . . .          213,338      -       17         17            (34)       213,338
                                       ---------------  -----  --------  --------  --------------  ------------
  OPERATING INCOME. . . . . . . . . .           15,478      -       (3)       166           (163)        15,478

OTHER INCOME. . . . . . . . . . . . .            2,612      -        -          -           (525)         2,087
INTEREST CHARGES. . . . . . . . . . .            6,506      -        -          -              -          6,506
                                       ---------------  -----  --------  --------  --------------  ------------
INCOME (LOSS) BEFORE PREFERRED
DIVIDENDS AND DISCONTINUED OPERATIONS           11,584      -       (3)       166           (688)        11,059
DIVIDENDS ON PREFERRED STOCK. . . . .                -      -        -          -              -              -
NET INCOME (LOSS) FROM DISCONTINUED
  OPERATIONS. . . . . . . . . . . . .                -    525        -          -              -            525
                                                                                   --------------  ------------
NET LOSS APPLICABLE TO COMMON STOCK .  $        11,584  $ 525  $    (3)  $    166  $        (688)  $     11,584
                                       ===============  =====  ========  ========  ==============  ============





CONSOLIDATING  BALANCE  SHEET  FORM  U-3A-2  EXHIBIT  11
             December 31, 2004                                                               CONSOLIDATED
                        NORTHERN     MEC  MOUNTAIN    ME     MAIR MICRONAIR  MICRONAIR ELIMINATIONS NORTHERN
                          WATER     WIND   ENERGY     WPP 87 INC.     INC     LLC          WATER
                        RESOURCES    INC  CALIFORNIA  LP                                    RESOURCES
                            INC.            INC.                                              INC.
                           -------        --------                                           -------
(In thousands)
                                                                  
CURRENT ASSETS. . . . . .  $   94   $ -   $     -   $ -  $1,800  $10   $      -   $ (1,800)  $  104 
OTHER CURRENT ASSETS. . .   1,514     -         -     -       -    -          -     (1,365)     149 
PROPERTY AND EQUIPMENT. .       -     -         -     -       -    -          -                   - 
OTHER ASSETS. . . . . . .   1,435     -     1,218     0   2,027    -        500     (3,673)   1,507 
                           $3,043   $ -   $ 1,218   $ 0  $3,827  $10   $    500              $1,760 
                           =======  ====  ========   ==  ======  ====  =========             =======

COMMON STOCK EQUITY . . .  $ (658)  $(3)  $(1,173)  $ -  $3,827  $(6)  $(11,991)  $  9,346   $ (658)
CAPITAL LEASE OBLIGATION.       -     -         -     -       -    -          -                   - 
CURRENT LIABILITIES . . .   3,701     1         -     -       -   (3)         -     (1,306)   2,393 
OTHER LIABILITIES . . . .       -     2     2,391     0       -   19     12,491    (14,878)      25 
                           $3,043   $ 0   $ 1,218   $ -  $3,827  $10   $    500              $1,760 
                           =======  ====  ========   ==  ======  ====  =========             =======





                                                                                            CONSOLIDATED
                                      NORTHERN     MEC    MOUNTAIN   ME    MAIR MICRONAIR MICRONAIR ELIMINATIONS NORTHERN
                                            WATER     WIND     ENERGY     WPP 87 INC.INC LLC       WATER
                                          RESOURCES     INC  CALIFORNIA     LP                  RESOURCES
                                            INC.              INC.                                 INC.
                                       ---------------       ------                                -----
CONSOLIDATING STATEMENT OF INCOME:     (in thousands)
                                                                        
OPERATING REVENUES. . . . . . . . . .  $           65   $ -  $   -   $ -  $ -  $ -   $ -  $  (65)  $   -
OPERATING EXPENSES. . . . . . . . . .              37     -     13     -    -    2     -     (52)      -
                                       ---------------   --  ------   --   --  ----   --  -------  -----
  OPERATING INCOME. . . . . . . . . .              28     -      -     -    -    -     -     (28)      -

OTHER INCOME. . . . . . . . . . . . .               -     -      -     -    -    -     -       -       -
INTEREST CHARGES. . . . . . . . . . .               -     -      -     -    -    -     -       -       -
                                       ---------------   --  ------   --   --  ----   --  -------  -----
INCOME (LOSS) BEFORE PREFERRED
DIVIDENDS AND DISCONTINUED OPERATIONS              28     -      -     -    -    -     -     (28)      -
DIVIDENDS ON PREFERRED STOCK. . . . .               -     -      -     -    -    -     -       -       -
NET INCOME (LOSS) FROM DISCONTINUED
  OPERATIONS. . . . . . . . . . . . .            (497)    -      -     -    -    -     -   1,022     525
                                                                                      --                
NET LOSS APPLICABLE TO COMMON STOCK .  $          525   $ -  $ (13)  $ -  $ -  $(2)  $ -  $   15   $ 525
                                       ===============   ==  ======   ==   ==  ====   ==  =======  =====





                                                                                                Parent's
  Exhibit C-Table of organization                                                             Approximate
     At December 31, 2004                                    Subsidiary                          percent
                                                               company                        ownership
                                         ---------------------------------------------------  ----------
                                                                                        
Parent company:
---------------------------------------                                                                 
Green Mountain Power Corporation. . . .  Vermont Electric Power Company, Inc.                      30.0%
Green Mountain Power Corporation. . . .  Green Mountain Power Investment Company                  100.0%
Green Mountain Power Corporation. . . .  Northern Water Resources, Inc.                           100.0%
Green Mountain Power Corporation. . . .  GMP Real Estate Corporation                              100.0%
Vermont Electric Power Company, Inc.. .  Vermont Electric Transmission Company, Inc.              100.0%
Green Mountain Power Investment Company  Vermont Yankee Nuclear Power Corporation                  33.6%
Northern Water Resources, Inc.. . . . .  Mountain Energy California, Inc.                         100.0%
Northern Water Resources, Inc.. . . . .  MEC Wind, Inc.                                           100.0%
Northern Water Resources, Inc.. . . . .  M'Air, Inc.                                              100.0%
Mountain Energy California, Inc.. . . .  MEWPP 87, L.P.                                            99.0%
MEC Wind, Inc.. . . . . . . . . . . . .  MEWPP 87, L.P.                                             1.0%
MEWPP 87, L.P.. . . . . . . . . . . . .  Windpower Partners 1987(qualifying wind farm owner)       26.0%
M'Air, Inc. . . . . . . . . . . . . . .  Micronair Inc.                                           100.0%
M'Air, Inc. . . . . . . . . . . . . . .  Micronair, L.L.C.                                         85.0%
Micronair Inc.. . . . . . . . . . . . .  Micronair, L.L.C.                                         15.0%