Dear Sir or Madame,

Central Vermont Public Service Corporation (CVPS) is submitting 
these comments in response to the proposed rulemaking by the 
Securities and Exchange Commission (SEC or the Commission) 
entitled "Disclosure in Management's Discussion and Analysis 
About the Application of Critical Accounting Policies," published 
in the Federal Register on May 20, 2002 at 67 Fed. Reg. 35620. 
 
CVPS believes the proposed quantitative disclosures may overwhelm 
the investing community with information that will not improve their 
understanding of our company's financial position.  The quantitative 
analysis required under the proposed rule is overly burdensome and may 
inhibit CVPS' ability to meet the SEC's proposed accelerated filing 
deadlines.  CVPS expects additional costs related to people and system 
resources that would be required in order to comply with the proposed 
rule as it stands.  The remainder of this response addresses CVPS 
concerns with the proposed rule in more detail. 

1.  Quantitative Disclosures to Demonstrate Sensitivity

	CVPS disagrees with the proposal to provide additional 
quantitative information about the sensitivity of estimates to changes 
in assumptions.  When estimates are used, the financial statements 
are required to be prepared based upon probabilities of uncertain 
outcomes.  The two proposed methods for sensitivity analysis appear to 
assume that all assumptions underlying critical accounting estimates 
are mutually exclusive.  In practice, sensitivity analysis requires a 
complete understanding of the effect of each change on all of the underlying 
variables; thus flexibility in the calculations is critical.

	Disclosure of the positive and negative changes to all material 
assumptions may lead to confusion for investors and others.  Providing 
investors with multiple sets of quantitative information to portray 
reasonably possible changes in estimates could cast doubt upon the 
financial results and could increase the information overload and confusion 
of the investing community.  The additional sensitivity information provided 
for reasonably possible changes in assumptions could also inappropriately 
create a perception of greater risk and uncertainty, negatively impacting investors. 

	Certain estimates are highly sensitive, including specific information 
relating to significant issues involving litigation.  Providing the contesting 
parties with the company's expectations, assumptions, and specific amounts 
accrued for anticipated losses may be used against the company.  Internal 
and external counsels are appropriately very apprehensive about disclosing 
any information that could adversely impact ongoing litigation.  Ultimately, 
shareholder value could unintentionally be reduced.

	It is difficult to anticipate exactly how information could be used 
by competitors; however, it is reasonably possible that competitors could 
use information from the proposed disclosures to provide an unfair advantage 
in competition.  Thus, the disclosures could create the unintended effect 
of reducing shareholder value.  

	In addition, the lack of uniformity in the types of sensitivity 
analyses (change in the most material assumption or change in the whole 
critical accounting estimate) and amount of change in assumptions (no defined change) 
required in the disclosures will eliminate comparability between companies.  
This inconsistency may detract from, instead of adding to, investor understanding 
of financial information.

2.  Quantitative and Qualitative Disclosures Concerning Past Changes in the Estimate

	CVPS recommends that the SEC eliminate this proposed disclosure requirement.   
Providing a three-year history of changes in significant estimates along with 
reasons for the changes would add minimal value and require additional time to 
prepare the reports in an environment where the SEC is considering accelerating 
the reporting time frames.  CVPS already describes significant changes in estimates 
when explaining comparative results from operations that are already required in MD&A.  

3.  Quarterly Updates 

	The quantitative analysis that will be required for quarterly updates of 
critical accounting estimates will significantly increase the total hours required 
for preparing a Form 10-Q.  The additional requirements imposed by this proposed rule 
would increase the difficulty of meeting current filing deadlines and inhibit CVPS' 
ability to meet the accelerated filing deadlines proposed for Form 10-Q filings.  CVPS 
expects additional costs related to people and system resources that would be required 
in order to comply with the proposed rule

4.  Proposed Disclosure About Initial Adoption of Accounting Policies 

	CVPS generally supports disclosures about the choice of accounting policies, 
the reasons for such choices, and the effects of adoption when there is a change in 
accounting policies.  However, CVPS is concerned that providing such information for 
transactions that are "unusual" or "innovative," and in  "emerging" areas would be 
difficult to apply. 

	CVPS does not support expanding the scope to disclose the impact that 
alternative accounting policies acceptable under generally accepted accounting 
principles would have had on the company's financial statements even when the 
company did not choose to apply the alternatives.   Upon initial implementation or 
change of an accounting policy, management assesses all pertinent facts and 
circumstances and uses judgment to select the accounting policy that most fairly 
presents the results of operations and financial position of the company.  As such, 
the usefulness of financial statements for economic decision-making depends 
significantly on the user's understanding of the accounting policies followed by 
the company.  Disclosing in the notes or the MD&A the potential effects on the 
company under an alternative accounting policy would misrepresent the results of 
operations and financial condition of the company and would mislead and confuse the 
users of this financial information.  

	This disclosure would require creation of additional records to track company 
results under several different accounting methods, which would be overly burdensome.  
Providing "what if" information on an ongoing basis about the effects of an accounting 
path not chosen is unproductive and is not representative of the way that management 
looks at the business. This same comment applies to providing "what if" information 
about alternative policies not chosen pertaining to the transactions considered unusual 
or for innovative and emerging areas. 

5.  Cost-Benefit Analysis
	CVPS believes the benefit of the quantitative information provided in 
the estimated six pages of additional disclosure does not justify the additional 
costs of producing the disclosure.  CVPS expects additional costs related to people 
and system resources required in order to comply with the proposed rule.  The 
additional hour requirement of this proposed rule will inhibit CVPS' ability to 
meet the accelerated filing deadlines proposed for Form 10-K and Form 10-Q filings.  
	CVPS requests that the SEC consider establishing an exception for small 
companies (i.e. revenue under $1 billion) to exclude those companies from these 
reporting requirements.  As a small company with approximately $300 million in 
annual revenue, we are concerned with the level of effort that will be required 
to meet the reporting requirements under this proposed rule.

	CVPS appreciates the opportunity to respond to the SEC and express its 
concerns on these issues that will significantly impact our Company. 

Angela Seeley
Financial Reporting - CVPS