SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM S-8

                      REGISTRATION STATEMENT UNDER THE
                          SECURITIES ACT OF 1933

                        MERCHANTS BANCSHARES, INC.
                         (A DELAWARE CORPORATION)
                  EMPLOYER IDENTIFICATION NO. 03-0287342


                164 College Street,  Burlington,  VT  05401

                        Telephone:  (802) 658-3400


             Merchants Bancshares, Inc.  
             Executive Stock Option Grants           
                (Full title of the plan)
         
                           Jennifer L. Varin
                        Merchants Bancshares, Inc.
                           275 Kennedy Drive
                         South Burlington VT  05403          
                 (Name and address of agent for service)
                                 
                                 (802) 658-3400              
                (Telephone number of agent for service)




                 CALCULATION OF REGISTRATION FEE:
-----------------------------------------------------------------
-------------
                               Proposed   Proposed
Title of                       Maximum    Maximum
Securities        Amount       Offering   Aggregate    Amount of
To be             To Be        Price      Offering    
Registration
Registered        Registered   Per Share  Price        Fee


Common Stock      50,000        $18.75 *  $937,500      $302.42
$0.01 par value
per share


-----------------------
  * This estimate is made pursuant to Rule 457(h) solely for the
  purpose of determining the registration fee.  The above calculation is based
on the offering of 50,000 shares at a purchase price of $18.75 per
share, which purchase price is the average of the high ($19.00) and low
($18.50) prices of the Registrant's Common Stock as reported on the 
Nasdaq National Market on December 18, 1996.  In addition, pursuant to 
Rule 416(c), this registration statement also covers an indeterminable
amount of interests to be offered or sold pursuant to the employee stock 
option grants described herein. 





 




                      MERCHANTS BANCSHARES, INC.

                          INDEX TO FORM S-8

ITEM                                                        PAGE
PART I
Item 1 -  Plan Information.
        Not required to be filed with the Commission          -
        pursuant to Rule 424 (Sec. 230.424).

Item 2 - Registrant Information and Employee Plan
        Annual Information.                                   -
        Not required to be filed with the Commission
        pursuant to Rule 424 (Sec. 230.424).

PART II
Item 3 - Incorporation of Documents by Reference              1

Item 4 - Description of Securities                            1

Item 5 - Interests of Experts and Named Counsel               1

Item 6 - Indemnification of Directors and Officers           1-2

Item 7 - Exemption from Registration Claimed                  2

Item 8 - Exhibits                                            2-3

Item 9 - Undertakings                                        3-4

Signatures                                                   5-6
  




  

ITEM 3:  Incorporation of Documents by Reference:
 
    The following documents filed by Merchants Bancshares, Inc.
(the "Registrant") are hereby incorporated by reference in this
Registration Statement:  (1)  the Registrant's prospectus, dated  
April 27, 1987, as filed with the SEC on April 27, 1987, pursuant
to Rule 424(b) of the Securities Act of 1933, as amended; (2) all
reports previously filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1995; and (3) the
description of the Common Stock contained in the Registrant's
Registration Statement on Form S-14, filed with the SEC on
September 14, 1983, and under Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.

     In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of
filing of such documents.


ITEM 4:  Description of Securities:  
     A description of the Registrant's Common Stock to be offered
pursuant to this registration statement is not provided herein
because the Registrant's Common Stock is registered under Section
12 of the Exchange Act. 


ITEM 5:  Interests of Named Experts and Counsel:
     Neither the Registrant's independent auditors, Arthur
Andersen LLP nor any individual employed by or associated with
such firm in a professional capacity, was employed by the
Registrant in connection with matters described in this
registration statement on a contingent basis or has, or is to
receive in connection with this offering, a substantial interest,
direct or indirect, in the Registrant or was connected with the
Registrant as a promoter, managing underwriter (or any principal
underwriter, if there are no managing underwriters), voting
trustee, director, officer or employee.


ITEM 6:  Indemnification of Directors and Officers.
     Section 145 of the Delaware General Corporation Law empowers
a Delaware corporation to indemnify its officers and directors
and certain other persons to the extent and under the
circumstances set forth therein.

     The Restated Certificate of Incorporation of the Registrant
and the Amended By-laws of the Registrant provide for
indemnification of officers and directors of the Registrant and
certain other persons against liabilities and expenses incurred
by any of them in certain stated proceedings and under certain
stated conditions. 

     The Registrant intends to maintain insurance for the benefit
of its directors and officers insuring such persons against
certain liabilities, including liabilities under the securities
law.


ITEM 7:  Exemption from Registration:  Not Applicable  
      
ITEM 8:  Exhibits
     The following exhibits are part of this Registration
Statement:
     
     4.1  Restated Certificate of Incorporation of the Registrant
          (Incorporated by reference to Exhibit B to Pre-
          Effective Amendment No. 1  to the Registrant's
          Registration Statement on Form S-14 (Registration No.
          2-86103), filed on April 25, 1987.

    4.2   Amended By-Laws of the Registrant, filed on April 25,
          1987 as Exhibit C to the Registrant's Proxy Statement. 

     5    Opinion and Consent of Bingham, Dana & Gould LLP as to
          the legality of the securities registered.

   23.1   Consent of Bingham, Dana and Gould LLP included in
          Exhibit 5.

   23.2   Consent of Arthur Andersen LLP.

   10.1   Employment Agreement with Joseph L. Boutin, pursuant to
          which the options to purchase common stock of the
          Registrant are offered.  CONFIDENTIAL TREATMENT TO BE 
          REQUESTED.
 
   10.2   Employment Agreement with Michael R. Tuttle, pursuant 
          to which the options to purchase common stock of the
          Registrant are offered.  CONFIDENTIAL TREATMENT TO BE
          REQUESTED.

   10.3   Employment Agreement with Thomas R. Havers, pursuant to
          which the options to purchase common stock of the
          Registrant are offered.  CONFIDENTIAL TREATMENT TO BE 
          REQUESTED.

   10.4   Employment Agreement with William R. Heaslip, pursuant
          to which the options to purchase common stock of the
          Registrant are offered.  CONFIDENTIAL TREATMENT TO BE
          REQUESTED.

   10.5   Employment Agreement with Thomas S. Leavitt, pursuant
          to which the options to purchase common stock of the
          Registrant are offered.  CONFIDENTIAL TREATMENT TO BE
          REQUESTED.

ITEM 9:  Undertakings:
     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 to include any material information 
       with respect to the plan of distribution not previously
       disclosed in this Registration Statement or any material
       change to such information in this Registration Statement;

  (2)  That, for the purpose of determining any liability under
       the Securities Act of 1933, 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 shall be
       deemed 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 that
       remain unsold at the termination of the offering;

  (4)  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 
       Securities Exchange Act of 1934 that is incorporated by 
       reference in this 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; and 

  (5)  Insofar as indemnification for liabilities arising under
       the Securities Act of 1933 may be permitted to directors,
       officers and 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 Securities Act
       of 1933 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 questions whether such indemnification by
       it is against public policy as expressed in the Securities
       Act of 1933 and will be governed by the final adjudication
       of such issue.


                    MERCHANTS BANCSHARES, INC.

                                 FORM S-8

                             DECEMBER 19, 1996

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant 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 report to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of South
Burlington, State of Vermont, on December 19, 1996      .
                                      Date


                                   Merchants Bancshares, Inc.

                                   /s/ Joseph L. Boutin
                                   -------------------------
                                   Joseph L. Boutin, President

                                   /s/ Janet P. Spitler
                                   --------------------------
                                   Janet P. Spitler, Treasurer



























    Pursuant to the requirements of the Securities Act of 1933,
the directors have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South Burlington, State of Vermont, on 
December 19, 1996.

Executive Stock Option Grants

                                      /s/ Joseph L. Boutin
--------------------                  --------------------
Raymond C. Pecor, Jr.                 Joseph L. Boutin            
Chairman of the Board                 President and CEO   

/s/ Peter A. Bouyea
--------------------                  --------------------
Peter A. Bouyea                       Charles A. Davis
Director                              Director
   
/s/ Jeffrey L. Davis
--------------------                  --------------------
Jeffrey L. Davis                      Dudley H. Davis
Director                              Director

/s/ Michael G. Furlong
--------------------                  --------------------
Michael G. Furlong                    Thomas F. Murphy
Director                              Director

/s/ Leo O'Brien Jr.                   /s/ Patrick S. Robins
--------------------                  ---------------------       
Leo O'Brien, Jr.                      Patrick S. Robins           
Director                              Director
   
                                      /s/ Robert A. Skiff
--------------------                  ---------------------
Benjamin F. Schweyer                  Robert A. Skiff
Director                              Director

/s/ Janet P. Spitler
--------------------
Janet P. Spitler
Vice President and Treasurer






                         EXHIBIT INDEX 

EXHIBIT NO.        DESCRIPTION OF DOCUMENTS

  4.1          Restated Certificate of Incorporation of the
               Registrant (Incorporated by reference to Exhibit B 
               to Pre-Effective Amendment No. 1 to the 
               Registrant's Registration Statement of Form S-14
               (Registration No. 2-86103), filed on April 25, 
               1987.

  4.2          Amended By-Laws of the Registrant, filed on April
               25, 1987 as Exhibit C to the Registrant's Proxy 
               Statement.

   5           Opinion and Consent of Bingham, Dana & Gould LLP
               as to the legality of the securities being
               registered.
              
 10.1          Employment Agreement with Joseph L. Boutin,
               pursuant to which the options to purchase common
               stock of the Registrant are offered.  
               CONFIDENTIALITY TO BE REQUESTED.

 10.2          Employment Agreement with Michael R. Tuttle,
               pursuant to which the options to purchase common
               stock of the Registrant are offered.
               CONFIDENTIALITY TO BE REQUESTED.

 10.3          Employment Agreement with Thomas R. Havers,
               pursuant to which the options to purchase common
               stock of the Registrant are offered.
               CONFIDENTIALITY TO BE REQUESTED.

 10.4          Employment Agreement with William R. Heaslip,
               pursuant to which the options to purchase common
               stock of the Registrant are offered.
               CONFIDENTIALITY TO BE REQUESTED.

 10.5          Employment Agreement with Thomas S. Leavitt,
               pursuant to which the options to purchase common
               stock of the Registrant are offered. 
               CONFIDENTIALITY TO BE REQUESTED. 

 23.1          Consent of Bingham, Dana & Gould, LLP included in
               Exhibit 5.
            
 23.2          Consent of Arthur Andersen LLP.

 
 
                                                      Exhibit 5
                        December 23, 1996          

Merchants Bancshares, Inc.
275 Kennedy Drive
Burlington VT  05403

      Re:  Registration Statement on Form S-8
           Under the Securities Act of 1933, as Amended
           --------------------------------------------

Ladies and Gentlemen:
     
     We have acted as counsel for Merchants Bancshares, Inc., a
Delaware corporation (the "Company"), in connection with the
Company's Registration Statement on Form S-8 proposed to be filed
with the Securities and Exchange Commission on or about December
19, 1996 (the "Registration Statement").  

     The Registration Statement covers the registration of 50,000
shares of common stock, $0.01 par value per share, of the Company
(the "Shares"), which may be issued by the Company upon exercise
of certain stock options, granted by the Company (the "Stock
Option Grants") pursuant to executive employment agreements (the
"Employment Agreements") between the Company and certain
executive employees of the Company. 

     We have reviewed the corporate proceedings taken by the
Company with respect to the authorization of the grants and the
issuance of the Shares thereunder.  We have also examined and
relied upon originals or copies of such agreements, instruments,
corporate records, certificates, and other documents as we have
deemed necessary or appropriate to enable us to express the
opinions rendered hereby.  In our examination, we have assumed
the genuineness of all signatures, the conformity to the
originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed
by us in original or copy form, and the legal competence of each
individual executing any document.

     We further assume that all Shares issued upon exercise of
options granted pursuant to the Employment Agreement will be
issued in accordance with the terms of the employment Agreements.

     Subject to the limitations set forth below, we have made
such examination of law as we have deemed necessary for the
purposes of this opinion.  This opinion is limited solely to the
Delaware General Corporation Law as applied by courts located in
Delaware, to the extent that it may apply to or govern the
transactions that are the subject of this opinion.

     Based upon and subject to the foregoing, we are of the
opinion that the Shares, when issued and delivered upon the
exercise of the Stock Option Grants, duly grant pursuant to the
Employment Agreements and paid for in accordance with the
provisions of the Employment Agreements and the Stock Option
Grants, will be validly issued, fully paid, and non-assessable.

     We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement.

                               Very truly yours,



                               /s/ BINGHAM, DANA & GOULD LLP





            
                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated January 25, 1996 incorporated by
reference in the Form 10-K of Merchants Bancshares, Inc. for the
year ended December 31, 1995 and to all references to our Firm
included in this Registration Statement.



                                /s/ ARTHUR ANDERSEN LLP

Boston, Massachusetts
December 19, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19305}]
{"company-data": {"conformed-name": "MERCHANTS BANCSHARES INC", "cik": "0000726517", "assigned-sic": "6022", "irs-number": "030287342", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18845", "film-number": "96686508"}, "business-address": {"street1": "123 CHURCH ST", "city": "BURLINGTON", "state": "VT", "zip": "05401", "phone": "8026583400"}, "mail-address": {"street1": "PO BOX 1009", "city": "BURLINGTON", "state": "VT", "zip": "05401"}}
SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM S-8

                      REGISTRATION STATEMENT UNDER THE
                          SECURITIES ACT OF 1933

                        MERCHANTS BANCSHARES, INC.
                         (A DELAWARE CORPORATION)
                  EMPLOYER IDENTIFICATION NO. 03-0287342

                164 College Street,  Burlington,  VT  05401

                        Telephone:  (802) 658-3400

             Merchants Bancshares, Inc.  
             Executive Stock Option Grants           
                (Full title of the plan)
         
                           Jennifer L. Varin
                        Merchants Bancshares, Inc.
                           275 Kennedy Drive
                         South Burlington VT  05403          
                 (Name and address of agent for service)
                                 
                                 (802) 658-3400              
                (Telephone number of agent for service)

                 CALCULATION OF REGISTRATION FEE:
-----------------------------------------------------------------
-------------
                               Proposed   Proposed
Title of                       Maximum    Maximum
Securities        Amount       Offering   Aggregate    Amount of
To be             To Be        Price      Offering    
Registration
Registered        Registered   Per Share  Price        Fee

Common Stock      50,000        $18.75 *  $937,500      $302.42
$0.01 par value
per share

-----------------------
  * This estimate is made pursuant to Rule 457(h) solely for the
  purpose of determining the registration fee.  The above calculation is based
on the offering of 50,000 shares at a purchase price of $18.75 per
share, which purchase price is the average of the high ($19.00) and low
($18.50) prices of the Registrant's Common Stock as reported on the 
Nasdaq National Market on December 18, 1996.  In addition, pursuant to 
Rule 416(c), this registration statement also covers an indeterminable
amount of interests to be offered or sold pursuant to the employee stock 
option grants described herein. 

 

                      MERCHANTS BANCSHARES, INC.

                          INDEX TO FORM S-8

ITEM                                                        PAGE
PART I
Item 1 -  Plan Information.
        Not required to be filed with the Commission          -
        pursuant to Rule 424 (Sec. 230.424).

Item 2 - Registrant Information and Employee Plan
        Annual Information.                                   -
        Not required to be filed with the Commission
        pursuant to Rule 424 (Sec. 230.424).

PART II
Item 3 - Incorporation of Documents by Reference              1

Item 4 - Description of Securities                            1

Item 5 - Interests of Experts and Named Counsel               1

Item 6 - Indemnification of Directors and Officers           1-2

Item 7 - Exemption from Registration Claimed                  2

Item 8 - Exhibits                                            2-3

Item 9 - Undertakings                                        3-4

Signatures                                                   5-6
  

  

ITEM 3:  Incorporation of Documents by Reference:
 
    The following documents filed by Merchants Bancshares, Inc.
(the "Registrant") are hereby incorporated by reference in this
Registration Statement:  (1)  the Registrant's prospectus, dated  
April 27, 1987, as filed with the SEC on April 27, 1987, pursuant
to Rule 424(b) of the Securities Act of 1933, as amended; (2) all
reports previously filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1995; and (3) the
description of the Common Stock contained in the Registrant's
Registration Statement on Form S-14, filed with the SEC on
September 14, 1983, and under Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.

     In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all of such securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of
filing of such documents.

ITEM 4:  Description of Securities:  
     A description of the Registrant's Common Stock to be offered
pursuant to this registration statement is not provided herein
because the Registrant's Common Stock is registered under Section
12 of the Exchange Act. 

ITEM 5:  Interests of Named Experts and Counsel:
     Neither the Registrant's independent auditors, Arthur
Andersen LLP nor any individual employed by or associated with
such firm in a professional capacity, was employed by the
Registrant in connection with matters described in this
registration statement on a contingent basis or has, or is to
receive in connection with this offering, a substantial interest,
direct or indirect, in the Registrant or was connected with the
Registrant as a promoter, managing underwriter (or any principal
underwriter, if there are no managing underwriters), voting
trustee, director, officer or employee.

ITEM 6:  Indemnification of Directors and Officers.
     Section 145 of the Delaware General Corporation Law empowers
a Delaware corporation to indemnify its officers and directors
and certain other persons to the extent and under the
circumstances set forth therein.

     The Restated Certificate of Incorporation of the Registrant
and the Amended By-laws of the Registrant provide for
indemnification of officers and directors of the Registrant and
certain other persons against liabilities and expenses incurred
by any of them in certain stated proceedings and under certain
stated conditions. 

     The Registrant intends to maintain insurance for the benefit
of its directors and officers insuring such persons against
certain liabilities, including liabilities under the securities
law.

ITEM 7:  Exemption from Registration:  Not Applicable  
      
ITEM 8:  Exhibits
     The following exhibits are part of this Registration
Statement:
     
     4.1  Restated Certificate of Incorporation of the Registrant
          (Incorporated by reference to Exhibit B to Pre-
          Effective Amendment No. 1  to the Registrant's
          Registration Statement on Form S-14 (Registration No.
          2-86103), filed on April 25, 1987.

    4.2   Amended By-Laws of the Registrant, filed on April 25,
          1987 as Exhibit C to the Registrant's Proxy Statement. 

     5    Opinion and Consent of Bingham, Dana & Gould LLP as to
          the legality of the securities registered.

   23.1   Consent of Bingham, Dana and Gould LLP included in
          Exhibit 5.

   23.2   Consent of Arthur Andersen LLP.

   10.1   Employment Agreement with Joseph L. Boutin, pursuant to
          which the options to purchase common stock of the
          Registrant are offered.  CONFIDENTIAL TREATMENT TO BE 
          REQUESTED.
 
   10.2   Employment Agreement with Michael R. Tuttle, pursuant 
          to which the options to purchase common stock of the
          Registrant are offered.  CONFIDENTIAL TREATMENT TO BE
          REQUESTED.

   10.3   Employment Agreement with Thomas R. Havers, pursuant to
          which the options to purchase common stock of the
          Registrant are offered.  CONFIDENTIAL TREATMENT TO BE 
          REQUESTED.

   10.4   Employment Agreement with William R. Heaslip, pursuant
          to which the options to purchase common stock of the
          Registrant are offered.  CONFIDENTIAL TREATMENT TO BE
          REQUESTED.

   10.5   Employment Agreement with Thomas S. Leavitt, pursuant
          to which the options to purchase common stock of the
          Registrant are offered.  CONFIDENTIAL TREATMENT TO BE
          REQUESTED.

ITEM 9:  Undertakings:
     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 to include any material information 
       with respect to the plan of distribution not previously
       disclosed in this Registration Statement or any material
       change to such information in this Registration Statement;

  (2)  That, for the purpose of determining any liability under
       the Securities Act of 1933, 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 shall be
       deemed 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 that
       remain unsold at the termination of the offering;

  (4)  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 
       Securities Exchange Act of 1934 that is incorporated by 
       reference in this 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; and 

  (5)  Insofar as indemnification for liabilities arising under
       the Securities Act of 1933 may be permitted to directors,
       officers and 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 Securities Act
       of 1933 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 questions whether such indemnification by
       it is against public policy as expressed in the Securities
       Act of 1933 and will be governed by the final adjudication
       of such issue.

                    MERCHANTS BANCSHARES, INC.

                                 FORM S-8

                             DECEMBER 19, 1996

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant 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 report to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of South
Burlington, State of Vermont, on December 19, 1996      .
                                      Date

                                   Merchants Bancshares, Inc.

                                   /s/ Joseph L. Boutin
                                   -------------------------
                                   Joseph L. Boutin, President

                                   /s/ Janet P. Spitler
                                   --------------------------
                                   Janet P. Spitler, Treasurer

    Pursuant to the requirements of the Securities Act of 1933,
the directors have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South Burlington, State of Vermont, on 
December 19, 1996.

Executive Stock Option Grants

                                      /s/ Joseph L. Boutin
--------------------                  --------------------
Raymond C. Pecor, Jr.                 Joseph L. Boutin            
Chairman of the Board                 President and CEO   

/s/ Peter A. Bouyea
--------------------                  --------------------
Peter A. Bouyea                       Charles A. Davis
Director                              Director
   
/s/ Jeffrey L. Davis
--------------------                  --------------------
Jeffrey L. Davis                      Dudley H. Davis
Director                              Director

/s/ Michael G. Furlong
--------------------                  --------------------
Michael G. Furlong                    Thomas F. Murphy
Director                              Director

/s/ Leo O'Brien Jr.                   /s/ Patrick S. Robins
--------------------                  ---------------------       
Leo O'Brien, Jr.                      Patrick S. Robins           
Director                              Director
   
                                      /s/ Robert A. Skiff
--------------------                  ---------------------
Benjamin F. Schweyer                  Robert A. Skiff
Director                              Director

/s/ Janet P. Spitler
--------------------
Janet P. Spitler
Vice President and Treasurer

                         EXHIBIT INDEX 

EXHIBIT NO.        DESCRIPTION OF DOCUMENTS

  4.1          Restated Certificate of Incorporation of the
               Registrant (Incorporated by reference to Exhibit B 
               to Pre-Effective Amendment No. 1 to the 
               Registrant's Registration Statement of Form S-14
               (Registration No. 2-86103), filed on April 25, 
               1987.

  4.2          Amended By-Laws of the Registrant, filed on April
               25, 1987 as Exhibit C to the Registrant's Proxy 
               Statement.

   5           Opinion and Consent of Bingham, Dana & Gould LLP
               as to the legality of the securities being
               registered.
              
 10.1          Employment Agreement with Joseph L. Boutin,
               pursuant to which the options to purchase common
               stock of the Registrant are offered.  
               CONFIDENTIALITY TO BE REQUESTED.

 10.2          Employment Agreement with Michael R. Tuttle,
               pursuant to which the options to purchase common
               stock of the Registrant are offered.
               CONFIDENTIALITY TO BE REQUESTED.

 10.3          Employment Agreement with Thomas R. Havers,
               pursuant to which the options to purchase common
               stock of the Registrant are offered.
               CONFIDENTIALITY TO BE REQUESTED.

 10.4          Employment Agreement with William R. Heaslip,
               pursuant to which the options to purchase common
               stock of the Registrant are offered.
               CONFIDENTIALITY TO BE REQUESTED.

 10.5          Employment Agreement with Thomas S. Leavitt,
               pursuant to which the options to purchase common
               stock of the Registrant are offered. 
               CONFIDENTIALITY TO BE REQUESTED. 

 23.1          Consent of Bingham, Dana & Gould, LLP included in
               Exhibit 5.
            
 23.2          Consent of Arthur Andersen LLP.

 
 
                                                      Exhibit 5
                        December 23, 1996          

Merchants Bancshares, Inc.
275 Kennedy Drive
Burlington VT  05403

      Re:  Registration Statement on Form S-8
           Under the Securities Act of 1933, as Amended
           --------------------------------------------

Ladies and Gentlemen:
     
     We have acted as counsel for Merchants Bancshares, Inc., a
Delaware corporation (the "Company"), in connection with the
Company's Registration Statement on Form S-8 proposed to be filed
with the Securities and Exchange Commission on or about December
19, 1996 (the "Registration Statement").  

     The Registration Statement covers the registration of 50,000
shares of common stock, $0.01 par value per share, of the Company
(the "Shares"), which may be issued by the Company upon exercise
of certain stock options, granted by the Company (the "Stock
Option Grants") pursuant to executive employment agreements (the
"Employment Agreements") between the Company and certain
executive employees of the Company. 

     We have reviewed the corporate proceedings taken by the
Company with respect to the authorization of the grants and the
issuance of the Shares thereunder.  We have also examined and
relied upon originals or copies of such agreements, instruments,
corporate records, certificates, and other documents as we have
deemed necessary or appropriate to enable us to express the
opinions rendered hereby.  In our examination, we have assumed
the genuineness of all signatures, the conformity to the
originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed
by us in original or copy form, and the legal competence of each
individual executing any document.

     We further assume that all Shares issued upon exercise of
options granted pursuant to the Employment Agreement will be
issued in accordance with the terms of the employment Agreements.

     Subject to the limitations set forth below, we have made
such examination of law as we have deemed necessary for the
purposes of this opinion.  This opinion is limited solely to the
Delaware General Corporation Law as applied by courts located in
Delaware, to the extent that it may apply to or govern the
transactions that are the subject of this opinion.

     Based upon and subject to the foregoing, we are of the
opinion that the Shares, when issued and delivered upon the
exercise of the Stock Option Grants, duly grant pursuant to the
Employment Agreements and paid for in accordance with the
provisions of the Employment Agreements and the Stock Option
Grants, will be validly issued, fully paid, and non-assessable.

     We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement.

                               Very truly yours,

                               /s/ BINGHAM, DANA & GOULD LLP

            
                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated January 25, 1996 incorporated by
reference in the Form 10-K of Merchants Bancshares, Inc. for the
year ended December 31, 1995 and to all references to our Firm
included in this Registration Statement.

                                /s/ ARTHUR ANDERSEN LLP

Boston, Massachusetts
December 19, 1996