<PAGE>

     As filed with the Securities and Exchange Commission on June 22, 2001

                                                 Registration Statement No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ---------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       ---------------------------------
                             CHITTENDEN CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          Vermont                                      03-0228404
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)


                              Two Burlington Square
                            Burlington, Vermont 05401

               (Address of Principal Executive Offices) (Zip Code)

                   Chittenden Corporation Stock Incentive Plan
                              (Full Title of Plan)
                       ----------------------------------

                                Paul A. Perrault
                         Chairman, President and C.E.O.
                             Chittenden Corporation
                              Two Burlington Square
                              Burlington, VT 05401

                    (Name and Address of Agent For Service)

                                 (802) 658-4000
          Telephone Number, Including Area Code, of Agent for Service

                       ----------------------------------
                                With a copy to:
                           F. Sheldon Prentice, Esq.
              Senior Vice President, General Counsel and Secretary
                             Chittenden Corporation
                              Two Burlington Square
                              Burlington, VT 05401
                                 (802) 658-4000

                       ----------------------------------
<TABLE>
<CAPTION>

                                             CALCULATION OF REGISTRATION FEE
================================================================================================================================
 Title of Securities To     Amount To Be    Proposed Maximum Offering Price      Proposed Maximum Aggregate        Amount of
      Be Registered         Registered (1)            Per Share                        Offering Price           Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>                                <C>                               <C>
Common Stock, par value       1,000,000                $31.75 (2)                       $31,750,000                   $7,938
   $1.00 per share

================================================================================================================================
</TABLE>

(1)    This Registration Statement covers shares of common stock, par value
       $1.00 per share ("Common Stock"), of Chittenden Corporation
       ("Chittenden") which may be offered or sold pursuant to the Chittenden
       Corporation Stock Incentive Plan (the "Plan"). This Registration
       Statement shall also cover any additional shares of Common Stock which
       become issuable under the Plan by reason of any stock dividend, stock
       split, recapitalization or other similar transaction effected without the
       receipt of consideration which results in an increase in the number of
       the outstanding shares of Common Stock of Chittenden.
(2)    Calculated solely for purposes of this offering under Rules 457(c) and
       457(h) of the Securities Act of 1933, as amended (the "Securities Act"),
       based upon 1,000,000 shares, for which the exercise price is not known,
       multiplied by the average of the high and low sales prices of
       Chittenden's Common Stock reported on the New York Stock Exchange on June
       19, 2001.

================================================================================
<PAGE>

    This Registration Statement on Form S-8 relates to 1,000,000 additional
shares of Common Stock of Chittenden which may be issued under the Plan.
Chittenden hereby incorporates by reference the contents of its Registration
Statement on Form S-8, File No. 333-25765, filed with the Securities and
Exchange Commission (the "SEC") on April 17, 1997, relating to an aggregate of
1,232,422 shares of Common Stock issuable pursuant thereto.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.     Plan Information.*
            ----------------


Item 2.     Chittenden Information and Employee Plan Annual Information.*
            -----------------------------------------------------------


    * Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Certain Documents by Reference.
            -----------------------------------------------

    Chittenden hereby incorporates by reference the following documents which
have been previously filed with the SEC:

      (a)   Chittenden's Annual Report on Form 10-K for fiscal year ended
            December 31, 2000;

      (b)   Chittenden's Quarterly Report on Form 10-Q for fiscal quarter end
            March 31, 2001;

      (c)   Chittenden's Current Reports on Forms 8-K filed January 22, 2001,
            January 29, 2001, February 2, 2001, April 19, 2001, May 3, 2001 and
            May 4, 2001; and

      (d)   The description of Chittenden's Common Stock contained in its
            Registration Statement on Form 8-A, filed with the SEC on January 9,
            1998, under Section 12 of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act"), and any amendments or reports filed
            for the purpose of updating such description.



    In addition, all documents subsequently filed with the SEC by Chittenden
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
<PAGE>

Item 4.     Description of Securities.
            -------------------------

    Not Applicable.


Item 5.     Interests of Named Experts and Counsel.
            --------------------------------------

    Certain legal matters in connection with the issuance of the Common Stock
offered by this Registration Statement are being passed upon for Chittenden by
F. Sheldon Prentice, Esq., Senior Vice President, General Counsel and Secretary
of the Company.


Item 6.     Indemnification of Directors and Officers.
            -----------------------------------------

    The Vermont Business Corporation Act (the "VBCA") permits a corporation to
indemnify a director against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in that capacity
if: (1) the director conducted himself or herself in good faith, (2) the
director reasonably believed that his or her conduct, in an official capacity
with the corporation, was in the best interests of the corporation and, in all
other cases, the conduct was at least not opposed to its best interests, and (3)
in a proceeding brought by a governmental entity, the director had no reasonable
cause to believe his or her conduct was unlawful, and the director is not
finally found to have engaged in a reckless or intentional unlawful act. The
termination of a proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendre is not, of itself, determinative that the director did
not meet the standard of conduct necessary for indemnification. Notwithstanding
the foregoing, a corporation may not indemnify a director if the director was
adjudged liable: (a) to the corporation in a proceeding by or in the right of a
corporation, or (b) on the basis that a personal benefit was improperly received
by the director in a proceeding charging improper personal benefit to the
director. In addition, the VBCA provides that, unless limited in a corporation's
charter, a corporation shall indemnify its directors and officers who are wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the directors or officers are parties by reason of their service in those
capacities against reasonable expenses incurred in connection with the
proceeding. Chittenden's charter does not limit such statutory right to
indemnification.

    As permitted by the VBCA, Chittenden's bylaws, as amended and restated,
provide that Chittenden shall indemnify its directors and officers to the
fullest extent provided by the general laws of the State of Vermont, including
the advancement of expenses under the procedures provided by such laws. In
addition, Chittenden's bylaws contain the procedures pursuant to which such
indemnification is effectuated.

    The VBCA permits the charter of a Vermont corporation to include a provision
eliminating or limiting the liability of a director to the corporation or its
stockholders for money damages for any action taken, or any failure to take any
action, solely as a director, based on a failure to discharge his or her duties,
except for (i) the amount of a financial benefit received by a director to which
the director is not entitled; (ii) an intentional or reckless infliction of harm
on the corporation or the stockholders; (iii) voting for or assenting to an
unlawful distribution or (iv) an intentional or reckless criminal act.
Chittenden's charter provides for the elimination of such liability to the full
extent provided by Vermont law.

    As permitted by the VBCA and Chittenden's bylaws, Chittenden maintains
directors and officers liability insurance in amounts and on terms which the
Chittenden Board of Directors deems reasonable. In the ordinary course of
business, the Chittenden Board of Directors regularly reviews the scope and
adequacy of such insurance coverage.
<PAGE>

    Under the VBCA, a Vermont corporation may indemnify directors for their
conduct with respect to an employee benefit plan if the directors reasonably
believe that their conduct was in the interest of the participants and
beneficiaries of the corporation's employee benefit plan.

    Pursuant to the Plan, members of the Board of Directors, members of the
Executive Committee, which administers the Plan, and any member or any delegatee
of the Executive Committee shall not be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan. The members of the Board of Directors and the Executive Committee
(and any delegatee thereof) shall be entitled in all cases to indemnification
and reimbursement by Chittenden for any claim, loss, damage or expense
(including, without limitation, reasonable attorneys' fees) arising or resulting
from any act, omission, interpretation, construction or determination made in
good faith in connection with the Plan to the fullest extent permitted by law
and/or under any directors' and officers' liability insurance coverage which may
be in effect from time to time.



Item 7.     Exemption from Registration Claimed.
            -----------------------------------

    Not Applicable.


Item 8.     Exhibits.
            --------

    The following is a complete list of exhibits filed as part of this
Registration Statement.

Exhibit
-------

 5.1  Opinion of F. Sheldon Prentice, Esq. as to the legality of the securities
      being registered.
23.1  Consent of Independent Public Accountants, Arthur Andersen LLP.
23.2  Consent of Independent Auditors, KPMG LLP.
23.3  Consent of F. Sheldon Prentice, Esq. (included in Exhibit 5.1).
24.1  Powers of Attorney (contained on signature pages to this
      Registration Statement).
99.1  Chittenden Corporation Stock Incentive Plan (incorporated by reference to
      Chittenden's proxy statement for the 2001 Annual Meeting of Stockholders).

Item 9.      Undertakings.
             ------------

(a)   The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
<PAGE>

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13 (a) or 15 (d) of the Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15 (d) of the Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act, Chittenden certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Burlington, State of Vermont, on this 20th day of June, 2001.

                             CHITTENDEN CORPORATION


                              By: /s/ F. Sheldon Prentice
                                  ---------------------------------
                                  Name:  F. Sheldon Prentice, Esq.
                                  Title: Senior Vice President, General Counsel
                                         and Secretary


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints F. Sheldon Prentice such person's true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that any said attorney-in-fact and agent, or any substitute or substitutes of
any of them, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be signed in several counterparts.



     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
          Signature                          Title                             Date
          ---------                          -----                             ----
<S>                      <C>                                       <C>
/s/  Paul A. Perrault         Chairman of the Board of Directors,
-------------------------     President and Chief Executive Officer   June 20, 2001
Paul A. Perrault              and (Principal Executive Officer)


/s/  Kirk W. Walters          Executive Vice President,               June 20, 2001
-------------------------     Chief Financial Officer
Kirk W. Walters               and Treasurer (Principal
                              Accounting Officer)


/s/  Frederic H. Bertrand     Director                                June 20, 2001
-------------------------
Frederic H. Bertrand
</TABLE>
<PAGE>

<TABLE>
<S>                      <C>                                       <C>
/s/  David M. Boardman        Director                                June 20, 2001
-------------------------
David M. Boardman


/s/  Paul J. Carrara          Director                                June 20, 2001
-------------------------
Paul J. Carrara


/s/  John K. Dwight           Director                                June 20, 2001
-------------------------
John K. Dwight


/s/  Lyn Hutton               Director                                June 20, 2001
-------------------------
Lyn Hutton


/s/  Philip A. Kolvoord       Director                                June 20, 2001
-------------------------
Philip A. Kolvoord


/s/  James C. Pizzagalli      Director                                June 20, 2001
-------------------------
James C. Pizzagalli


/s/  Ernest A. Pomerleau      Director                                June 20, 2001
-------------------------
Ernest A. Pomerleau


/s/  Mark W. Richards         Director                                June 20, 2001
-------------------------
Mark W. Richards


/s/  Pall D. Spera            Director                                June 20, 2001
-------------------------
Pall D. Spera


/s/  Owen W. Wells            Director                                June 20, 2001
-------------------------
Owen W. Wells
</TABLE>
<PAGE>

EXHIBIT INDEX


Exhibit No.              Description
-----------              -----------

 5.1  Opinion of F. Sheldon Prentice, Esq. as to the legality of the
      securities being registered.
23.1  Consent of Independent Public Accountants, Arthur Andersen LLP.
23.2  Consent of Independent Auditors, KPMG LLP.
23.3  Consent of F. Sheldon Prentice, Esq. (included in Exhibit 5.1).
24.1  Powers of Attorney (contained on signature pages to this
      Registration Statement).
99.1  Chittenden Corporation Stock Incentive Plan (incorporated by reference to
      Chittenden's proxy statement for the 2001 Annual Meeting of Stockholders).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22673}]
{"company-data": {"conformed-name": "CHITTENDEN CORP /VT/", "cik": "0000200138", "assigned-sic": "6022", "irs-number": "030228404", "state-of-incorporation": "VT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63624", "film-number": "1665632"}, "business-address": {"street1": "TWO BURLINGTON SQ P O BOX 820", "street2": "C/O STOCKHOLDER RELATIONS", "city": "BURLINGTON", "state": "VT", "zip": "05401", "phone": "8026584000"}, "mail-address": {"street1": "2 BURLINGTON SQUARE", "city": "BURLINGTON", "state": "VT", "zip": "05401"}}
As filed with the Securities and Exchange Commission on June 22, 2001

                                                 Registration Statement No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ---------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       ---------------------------------
                             CHITTENDEN CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

          Vermont                                      03-0228404
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)

                              Two Burlington Square
                            Burlington, Vermont 05401

               (Address of Principal Executive Offices) (Zip Code)

                   Chittenden Corporation Stock Incentive Plan
                              (Full Title of Plan)
                       ----------------------------------

                                Paul A. Perrault
                         Chairman, President and C.E.O.
                             Chittenden Corporation
                              Two Burlington Square
                              Burlington, VT 05401

                    (Name and Address of Agent For Service)

                                 (802) 658-4000
          Telephone Number, Including Area Code, of Agent for Service

                       ----------------------------------
                                With a copy to:
                           F. Sheldon Prentice, Esq.
              Senior Vice President, General Counsel and Secretary
                             Chittenden Corporation
                              Two Burlington Square
                              Burlington, VT 05401
                                 (802) 658-4000

                       ----------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================================================================
 Title of Securities To     Amount To Be    Proposed Maximum Offering Price      Proposed Maximum Aggregate        Amount of
      Be Registered         Registered (1)            Per Share                        Offering Price           Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value       1,000,000                $31.75 (2)                       $31,750,000                   $7,938
   $1.00 per share

================================================================================================================================
(1)    This Registration Statement covers shares of common stock, par value
       $1.00 per share ("Common Stock"), of Chittenden Corporation
       ("Chittenden") which may be offered or sold pursuant to the Chittenden
       Corporation Stock Incentive Plan (the "Plan"). This Registration
       Statement shall also cover any additional shares of Common Stock which
       become issuable under the Plan by reason of any stock dividend, stock
       split, recapitalization or other similar transaction effected without the
       receipt of consideration which results in an increase in the number of
       the outstanding shares of Common Stock of Chittenden.
(2)    Calculated solely for purposes of this offering under Rules 457(c) and
       457(h) of the Securities Act of 1933, as amended (the "Securities Act"),
       based upon 1,000,000 shares, for which the exercise price is not known,
       multiplied by the average of the high and low sales prices of
       Chittenden's Common Stock reported on the New York Stock Exchange on June
       19, 2001.

================================================================================
This Registration Statement on Form S-8 relates to 1,000,000 additional
shares of Common Stock of Chittenden which may be issued under the Plan.
Chittenden hereby incorporates by reference the contents of its Registration
Statement on Form S-8, File No. 333-25765, filed with the Securities and
Exchange Commission (the "SEC") on April 17, 1997, relating to an aggregate of
1,232,422 shares of Common Stock issuable pursuant thereto.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.*
            ----------------

Item 2.     Chittenden Information and Employee Plan Annual Information.*
            -----------------------------------------------------------

    * Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference.
            -----------------------------------------------

    Chittenden hereby incorporates by reference the following documents which
have been previously filed with the SEC:

      (a)   Chittenden's Annual Report on Form 10-K for fiscal year ended
            December 31, 2000;

      (b)   Chittenden's Quarterly Report on Form 10-Q for fiscal quarter end
            March 31, 2001;

      (c)   Chittenden's Current Reports on Forms 8-K filed January 22, 2001,
            January 29, 2001, February 2, 2001, April 19, 2001, May 3, 2001 and
            May 4, 2001; and

      (d)   The description of Chittenden's Common Stock contained in its
            Registration Statement on Form 8-A, filed with the SEC on January 9,
            1998, under Section 12 of the Securities Exchange Act of 1934, as
            amended (the "Exchange Act"), and any amendments or reports filed
            for the purpose of updating such description.

    In addition, all documents subsequently filed with the SEC by Chittenden
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4.     Description of Securities.
            -------------------------

    Not Applicable.

Item 5.     Interests of Named Experts and Counsel.
            --------------------------------------

    Certain legal matters in connection with the issuance of the Common Stock
offered by this Registration Statement are being passed upon for Chittenden by
F. Sheldon Prentice, Esq., Senior Vice President, General Counsel and Secretary
of the Company.

Item 6.     Indemnification of Directors and Officers.
            -----------------------------------------

    The Vermont Business Corporation Act (the "VBCA") permits a corporation to
indemnify a director against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in that capacity
if: (1) the director conducted himself or herself in good faith, (2) the
director reasonably believed that his or her conduct, in an official capacity
with the corporation, was in the best interests of the corporation and, in all
other cases, the conduct was at least not opposed to its best interests, and (3)
in a proceeding brought by a governmental entity, the director had no reasonable
cause to believe his or her conduct was unlawful, and the director is not
finally found to have engaged in a reckless or intentional unlawful act. The
termination of a proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendre is not, of itself, determinative that the director did
not meet the standard of conduct necessary for indemnification. Notwithstanding
the foregoing, a corporation may not indemnify a director if the director was
adjudged liable: (a) to the corporation in a proceeding by or in the right of a
corporation, or (b) on the basis that a personal benefit was improperly received
by the director in a proceeding charging improper personal benefit to the
director. In addition, the VBCA provides that, unless limited in a corporation's
charter, a corporation shall indemnify its directors and officers who are wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the directors or officers are parties by reason of their service in those
capacities against reasonable expenses incurred in connection with the
proceeding. Chittenden's charter does not limit such statutory right to
indemnification.

    As permitted by the VBCA, Chittenden's bylaws, as amended and restated,
provide that Chittenden shall indemnify its directors and officers to the
fullest extent provided by the general laws of the State of Vermont, including
the advancement of expenses under the procedures provided by such laws. In
addition, Chittenden's bylaws contain the procedures pursuant to which such
indemnification is effectuated.

    The VBCA permits the charter of a Vermont corporation to include a provision
eliminating or limiting the liability of a director to the corporation or its
stockholders for money damages for any action taken, or any failure to take any
action, solely as a director, based on a failure to discharge his or her duties,
except for (i) the amount of a financial benefit received by a director to which
the director is not entitled; (ii) an intentional or reckless infliction of harm
on the corporation or the stockholders; (iii) voting for or assenting to an
unlawful distribution or (iv) an intentional or reckless criminal act.
Chittenden's charter provides for the elimination of such liability to the full
extent provided by Vermont law.

    As permitted by the VBCA and Chittenden's bylaws, Chittenden maintains
directors and officers liability insurance in amounts and on terms which the
Chittenden Board of Directors deems reasonable. In the ordinary course of
business, the Chittenden Board of Directors regularly reviews the scope and
adequacy of such insurance coverage.
Under the VBCA, a Vermont corporation may indemnify directors for their
conduct with respect to an employee benefit plan if the directors reasonably
believe that their conduct was in the interest of the participants and
beneficiaries of the corporation's employee benefit plan.

    Pursuant to the Plan, members of the Board of Directors, members of the
Executive Committee, which administers the Plan, and any member or any delegatee
of the Executive Committee shall not be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan. The members of the Board of Directors and the Executive Committee
(and any delegatee thereof) shall be entitled in all cases to indemnification
and reimbursement by Chittenden for any claim, loss, damage or expense
(including, without limitation, reasonable attorneys' fees) arising or resulting
from any act, omission, interpretation, construction or determination made in
good faith in connection with the Plan to the fullest extent permitted by law
and/or under any directors' and officers' liability insurance coverage which may
be in effect from time to time.

Item 7.     Exemption from Registration Claimed.
            -----------------------------------

    Not Applicable.

Item 8.     Exhibits.
            --------

    The following is a complete list of exhibits filed as part of this
Registration Statement.

Exhibit
-------

 5.1  Opinion of F. Sheldon Prentice, Esq. as to the legality of the securities
      being registered.
23.1  Consent of Independent Public Accountants, Arthur Andersen LLP.
23.2  Consent of Independent Auditors, KPMG LLP.
23.3  Consent of F. Sheldon Prentice, Esq. (included in Exhibit 5.1).
24.1  Powers of Attorney (contained on signature pages to this
      Registration Statement).
99.1  Chittenden Corporation Stock Incentive Plan (incorporated by reference to
      Chittenden's proxy statement for the 2001 Annual Meeting of Stockholders).

Item 9.      Undertakings.
             ------------

(a)   The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13 (a) or 15 (d) of the Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15 (d) of the Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act, Chittenden certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Burlington, State of Vermont, on this 20th day of June, 2001.

                             CHITTENDEN CORPORATION

                              By: /s/ F. Sheldon Prentice
                                  ---------------------------------
                                  Name:  F. Sheldon Prentice, Esq.
                                  Title: Senior Vice President, General Counsel
                                         and Secretary

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints F. Sheldon Prentice such person's true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that any said attorney-in-fact and agent, or any substitute or substitutes of
any of them, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be signed in several counterparts.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                          Title                             Date
          ---------                          -----                             ----
/s/  Paul A. Perrault         Chairman of the Board of Directors,
-------------------------     President and Chief Executive Officer   June 20, 2001
Paul A. Perrault              and (Principal Executive Officer)

/s/  Kirk W. Walters          Executive Vice President,               June 20, 2001
-------------------------     Chief Financial Officer
Kirk W. Walters               and Treasurer (Principal
                              Accounting Officer)

/s/  Frederic H. Bertrand     Director                                June 20, 2001
-------------------------
Frederic H. Bertrand
/s/  David M. Boardman        Director                                June 20, 2001
-------------------------
David M. Boardman

/s/  Paul J. Carrara          Director                                June 20, 2001
-------------------------
Paul J. Carrara

/s/  John K. Dwight           Director                                June 20, 2001
-------------------------
John K. Dwight

/s/  Lyn Hutton               Director                                June 20, 2001
-------------------------
Lyn Hutton

/s/  Philip A. Kolvoord       Director                                June 20, 2001
-------------------------
Philip A. Kolvoord

/s/  James C. Pizzagalli      Director                                June 20, 2001
-------------------------
James C. Pizzagalli

/s/  Ernest A. Pomerleau      Director                                June 20, 2001
-------------------------
Ernest A. Pomerleau

/s/  Mark W. Richards         Director                                June 20, 2001
-------------------------
Mark W. Richards

/s/  Pall D. Spera            Director                                June 20, 2001
-------------------------
Pall D. Spera

/s/  Owen W. Wells            Director                                June 20, 2001
-------------------------
Owen W. Wells
EXHIBIT INDEX

Exhibit No.              Description
-----------              -----------

 5.1  Opinion of F. Sheldon Prentice, Esq. as to the legality of the
      securities being registered.
23.1  Consent of Independent Public Accountants, Arthur Andersen LLP.
23.2  Consent of Independent Auditors, KPMG LLP.
23.3  Consent of F. Sheldon Prentice, Esq. (included in Exhibit 5.1).
24.1  Powers of Attorney (contained on signature pages to this
      Registration Statement).
99.1  Chittenden Corporation Stock Incentive Plan (incorporated by reference to
      Chittenden's proxy statement for the 2001 Annual Meeting of Stockholders).