8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934

March 1, 2006

Date of Report (Date of earliest event reported)

GREEN MOUNTAIN POWER CORPORATION

(Exact name of registrant as specified in its charter)

VERMONT

(State of other jurisdiction of incorporation)

1-8291	03-0127430
(Commission File Number)	(IRS Employer Identification Number)

163 ACORN LANE

COLCHESTER, VT 05446

(Address and zip code of principal executive offices)

(802) 864-5731

(Registrant’s telephone number, including area code)

N/A

(Former name of former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On March 1, 2006, Robert J. Griffin, Vice President, Chief Financial Officer and Treasurer of the Company, will make a presentation at the “Northeast Utilities Conference” held in Boston, Massachusetts. This presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The presentation materials include summary financial information for 2005, including 2005 operating expenses, operating cash flows and the Company’s plans to invest approximately $25 million in Vermont Electric Power Company (“VELCO”) through 2008.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit	Description
99.1	Presentation made on March 1, 2006 at the Northeast Utilities Conference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GREEN MOUNTAIN POWER CORPORATION (Registrant)
By: /s/ Robert J. Griffin	March 1, 2006
Robert J. Griffin	Date
Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Presentation made on March 1, 2006 at the Northeast Utilities Conference.

EX-99.1

G

M

P

rowing Dividends

anaging Risk and

erforming to Expectations

Safe Harbor Statement

This report contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934.  You can identify these statements by forward-looking words such as “may,” “could,” “should,” “would,” “intend,” “will,” “expect,” “forecast,” “anticipate,” “believe,” “estimate,” “continue” or similar words.  We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995 and are including this statement for the purposes of complying with these safe harbor provisions.  You should read statements that contain these words carefully because they discuss the Company’s future expectations, contain projections of the Company’s future results of operations or financial condition, or state other “forward-looking” information.

Company Fundamentals

•   GMP serves 90,000

customers in Vermont’s
fastest growing regions

•   Vertically integrated

•   No unregulated ventures

•   Current dividend payout

ratio is among the lowest
for comparable utilities

•   S&P Credit Rating BBB;

Moody’s Credit Rating
Baa2

	Cents per	% of Total
Source	kwh	Purchases
GMP and NYPA Hydro	4.2	6.2
Market Purchases	6.8	9.6
Nuclear	4.0	40.6
Wind	4.0	0.1
Hydro Quebec	7.0	33.9
Wood	10.7	1.3
Qualifying Facilities	12.5	6.5
Oil & Gas	23.2	1.8
Average all sources	6.3

•    9% owned generation; 91% purchased generation

Energy Sources in 2005

Retail Revenue by Customer Class

Mwh Sales by Customer Class

Load and Revenue

Customers Served Per Non-Generation Employee

Vermont’s Five Largest Utilities - 2004

Overall Satisfaction with Response to Contact - 4th Quarter 2005	GMP	All IOUs
Completely or Very Satisfied	94%	62%
Completely or Very Dissatisfied	3%	13%

Customer Satisfaction & Service Quality Performance

Source:  Edison Electric Institute, FERC Form1

New England 2004 Retail Rates

Cents/kWh

CPI Index

Green Mountain Power Overall Rates

Compared to Consumer Price Index

Current Approved Rate Plan

•  Allowed ROE at 10.5%

•  Rate increases of 1.9% and 0.9% for

2005 and 2006

•  Recovery of Pine St. remediation & other

regulatory assets

Regulatory and Political Outlook

•   Positive regulatory relationship

•   Three-year rate plan (2004-2006)

•   New thinking on value of fuel clauses

       –    Alternative Rate Plan

       –    Earnings sharing

•   Ten to Fifteen percent rate increase requirement in 2007,

if current wholesale pricing applies

•   Deferral of higher energy prices needed for 2006 for

opportunity to earn our allowed rate of return

•   Current Approved Rate Plan permits deferral of higher

costs caused by storms / other factors

•   Governor Douglas (R), a two-term popular incumbent,

strong favorability rating

•   Experienced utility regulators

Management Strategy

•  Conservative Capital Structure

•  Superior Dividend Growth

•  Invest in Transmission

•  Grow Utility Services Business

•  Improve Cash Flow

Financial Overview

	2005	2004	2003
Retail Revenues	$217,562	$207,922	$201,569
Power Supply (net wholesale sales)	121,691	121,367	118,405
Gross Margin	95,871	86,555	83,164
Other Operating Expense	76,340	66,903	63,697
Other Income	1,725	2,087	2,079
Interest Exp	6,760	6,506	7,060
Net Income (continuing operations)	$11,046	$11,059	$10,328
Net Income (discontinuing operations)	$134	$525	$79
EPS - Diluted - continuing operations	$2.09	$2.10	$2.01
EPS - Diluted - discontinued operations	$0.03	$0.10	$0.01
EPS - Diluted	$2.12	$2.20	$2.02
Dividends per Share	$1.00	$0.88	$0.76
Weighted Average Common Shares	5,284	5,254	5,140

Capital Structure

•  Targeted 53% common equity

•  No preferred equity, no hybrids, limited

use of short-term debt

•  Limited debt maturities (millions):     

2004	2005	2006	2007	2008
$0	$0	$14	$0	$0

Cash From Cont. Ops. / EPS

In $000s

Capital Structure & Cash Flow

Annual Dividend

5 Year Cumulative Total Return

Retained Earnings

GMP has received EEI’s award forhighest 5 year total shareholder return for 2004 and 2005.

GMP intends to increase its annual dividendpayout ratio to the middle of a range of between 50 and 70 percent of earnings so long as financial and operating results permit.

How Shareholders Have Fared

VELCO Total Capital

(In $000s)

VELCO Transmission Growth Strategy

•  Current

capitalization
structure for VELCO

•  Potential to increase

equity

•  Invest approximately

$25 million through
2008

•  Superior

risk-adjusted return

Utility Service Revenues

Utility Services Growth Strategy

•   Reduces rates for

customers

•   Superior growth

•   More efficient use

of workforce

Appendix A:  Effective Risk Mitigation Strategies

Power Supply

Green Mountain Power Corporation’s power supply contracts have features that reduce outage cost exposure.

All Company power contract costs are being recovered in rates and most contracts are effective for extended periods:

–    Morgan Stanley contract effective through 2006 (15% of total power supply)

–    Vermont Yankee contract expires in 2012 (35%-40% of total power supply)

–    Hydro-Quebec contract expires 2015 (30% - 35% of total power supply)

Rapid increase in energy prices has reduced margins on sales, and increased the costs of delivering energy to customers.

IBM

IBM represents approximately 16 percent of Company retail revenues but is our lowest margin customer. In a worst case hypothetical situation, were IBM to shutdown immediately, our rate increase needs across all customer classes are estimated to decline, because IBM’s rates are well below current wholesale energy prices.

While IBM has reduced its workforce over the past five years from 8,500 to 6,000, Company results and rate needs have not been impacted, in part due to low unemployment and steady growth in our service territory.

Regulatory

The Company believes that the 2004-2006 rate plan demonstrates an improved regulatory environment and provides longer-term financial stability. Alternative regulation with some type of fuel adjustment mechanism is a plausible future outcome in Vermont.