As filed with the Securities and Exchange Commission on April 17, 1997
                                 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 of Incorporation)                   (I.R.S. Employer Identification #)

                              Two Burlington Square
                            Burlington, Vermont  05401
                                 (802) 658-4000
(Address, including zip code, and telephone number, including area code, of 
Registrant's principal executive offices)

                 AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN
                             1988 STOCK OPTION PLAN
                             1986 STOCK OPTION PLAN
                            (Full Title of the Plan)
                                Paul A. Perrault
                      President and Chief Executive Officer
                             Chittenden Corporation
                              Two Burlington Square
                           Burlington, Vermont  05401
                                 (802) 660-1400
(Name, address, including zip code, and telephone number, including area code, 
of agent for service)
                                 With copies to:
                            F. Sheldon Prentice, Esq.
              Senior Vice President, General Counsel and Secretary
                             Chittenden Corporation
                              Two Burlington Square
                           Burlington, Vermont  05401
                                 (802) 658-4000
 
                            CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title of       Amount to be      Proposed          Proposed        Amount of 
Securities     Registered (1)    Maximum           Maximum        Registration
Being                            Offering Price    Aggregate           Fee
Registered                       Per Share         Offering Price
-------------------------------------------------------------------------------
Common Stock,  1,232,422 (2)     28.125(5)         $34,661,868.75  $10,503.60 
par value        120,000 (3)                         3,375,000.00    1,022.73  
$1.00 per         20,000 (4)                           562,500.00      170.45
share
================================================================================
(1)  Plus such additional number of shares as may  be required in the event of a
     stock dividend, reverse stock  split, stock split, recapitalization, 
     forfeiture of  stock under the Plan or other similar event.
(2)  Attributable to the Amended and Restated 1993 Stock Incentive Plan.
(3)  Attributable to the 1988 Stock Option Plan.
(4)  Attributable to the 1986 Stock Option Plan.
(5)  This estimate is made pursuant to Rule 457(c)  and (h) under the Securities
     Act of 1933, as amended (the  Securities  Act ), solely for the  purposes 
     of determining the  amount of the registration fee.   The registration fee 
     is based upon the average of the high and low prices for the Registrant's 
     Common Stock,  $1.00 par value per  share, as reported  on the
     Nasdaq National Market on April 16, 1997. 
                                                                
                           Exhibit Index is on Page 6

<PAGE 1> 
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

    Chittenden Corporation (the  "Registrant") hereby incorporates  by reference
the following documents which have been previously filed with the Securities and
Exchange Commission (the "Commission"):

    (a) The latest annual report filed pursuant to Section 13(a) or 15(d) of the
        Securities Exchange Act of 1934, as amended (the  Exchange Act );

    (b) All  other reports  filed pursuant  to  Section 13(a)  or  15(d) of  the
        Exchange Act since December 31, 1996; and

    (c) The  description  of the  Registrant s  Common  Stock contained  in  its
        Registration Statement  on Form  S-4, as amended,  filed on  January 10,
        1996 (file number 33-64527).

    In  addition,  all documents  subsequently  filed  with the  Securities  and
Exchange Commission 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 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 or deemed to be 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 other  subsequently filed  document which
also  is incorporated or deemed to be  incorporated by reference herein modifies
or supersedes  such statement.   Any  such 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 the Registrant
by  F.  Sheldon Prentice,  Esq.,  Senior  Vice  President, General  Counsel  and
Secretary of the Company.

Item 6.  Indemnification of Directors and Officers.

    As permitted by the Vermont  Business Corporation Act ("VBCA"), Article Six,
Section 1 of the Registrant's  By-laws provides for indemnification of directors
and officers  as follows:  the  Registrant shall indemnify (A)  its directors to
the  full extent provided  by the general  laws of  the State of  Vermont now or
hereafter  in force,  including the  advance  of expenses  under the  procedures
provided by such  laws; and (B) its officers and employees to the same extent it
shall  indemnify   its  directors.    The  Registrant's   By-laws  also  contain
indemnification  procedures   which  implement   such   indemnification.     The
Registrant's Articles  of Association do  not contain a provision  providing for
elimination of the  liability of its directors or officers to the Company or its
stockholders for money damages to the fullest extent permitted by Vermont law. 

<PAGE 2>

    The  VBCA provides that a corporation  may indemnify any director or officer
or former  director or officer of  the corporation, or  any person who  may have
served at its  request as a director or officer  of another corporation, against
liability (including the obligation to pay a judgment, settlement, penalty, fine
or reasonable expenses) incurred by him or her in connection with the defense or
response of  any threatened,  pending or completed  action, suit  or proceeding,
whether  civil, criminal, administrative, or investigative and whether formal or
informal, in which he  or she is made a party by reason  of being or having been
such director or  officer if:  (1) the director or  officer conducted himself or
herself in good faith; and (2) the director or officer reasonably believed:  (A)
in the case of conduct in the director s or officer s official capacity with the
corporation, that the director s or officer's conduct was in its best interests;
and (B)  in all  other cases, that  the director's or  officer's conduct  was at
least not opposed to  its best interests; and (3) in the  case of any proceeding
brought  by a  governmental entity,  the director  or officer had  no reasonable
cause to believe his or her conduct was unlawful, and the director or officer is
not finally found to have  engaged in a reckless or intentional unlawful act.  A
corporation may  not indemnify a  director or officer  (1) in connection  with a
proceeding by  or in  the  right of  the corporation  in which  the director  or
officer was  adjudged liable to the  corporation; or (2) in  connection with any
other proceeding charging improper personal  benefit to the director or officer,
whether  or  not  involving  action  in the  director's  or  officer's  official
capacity, in which the director or officer was adjudged liable on the basis that
personal  benefit  was improperly  received  by the  director  or officer.   The
Registrant also maintains director's and officer's liability insurance.

Item 7.  Exemption from Registration Claimed.

    Not Applicable.

Item 8.  Exhibits.

The following  is a complete list  of exhibits filed or  incorporated by
reference as part of this Registration Statement.

Exhibit No.  Description
-----------  ------------   
4.1          Articles of Association*
4.2          By-laws, as amended**
5.1          Opinion  of F. Sheldon Prentice, as  to the legality of the 
             securities being registered.
10.1         Amended and Restated 1993 Stock Incentive Plan.***
10.2         1988 Stock Option Plan.****
10.3         1986 Stock Option Plan.*****
23.1         Consent of Independent Public Accountants, Arthur Andersen LLP.
23.2         Consent of  Counsel,  F. Sheldon  Prentice  (included in  Exhibit  
             5.1 hereto).
24.1         Powers of Attorney.
____________________________
*Incorporated by reference to the  Registrant s Proxy Statement for the 1994
Annual Meeting of Stockholders.

**Incorporated by  reference to the  Registrant s Annual Report on  Form 10-K
for the year ended  December 31, 1995, with amendments incorporated by reference
to the Registrant's Annual Report on Form 10-K for  the years ended December 31,
1987, December 31, 1989, December 31, 1991 and December 31, 1995.

***Incorporated by reference to the Registrant's Proxy Statement in connection
with the 1997 Annual Meeting of Stockholders.

****Incorporated by  reference to the  Registrant's Annual Report on  Form 10-K
for the year ended December 31, 1987.

<PAGE 3>

*****Incorporated  by  reference to  the  Registrant's  Proxy Statement  in
connection with the 1986 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;

           (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; and

          (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) herein do not
apply if 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 
Exchange Act 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  shall be
          deemed to be the initial bona fide offering thereof; and

          (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,  each  filing  of  the
Registrant's annual report pursuant to  Section 13(a) or  15(d) of the Exchange
Act (and,  where applicable,  each filing of  an employee benefit  plan s annual
report pursuant  to Section 15(d) of  the Exchange Act) 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.

<PAGE 4>

     (c)  Insofar  as   indemnification  for  liabilities   arising  under   the
Securities Act 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, 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 Securities
Act and will be governed by the final adjudication of such issue.


<PAGE 5>
                                   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 registration 
statement  to  be  signed  on  its behalf  by  the  undersigned,  thereunto duly
authorized,  in the city  of Burlington, State  of Vermont, on  this 16th day of
April, 1997.

                                   CHITTENDEN CORPORATION



                                   By: /s/Paul A. Perrault                      
                                          Paul A. Perrault, President and Chief
                                          Executive Officer


Pursuant to  the requirements  of the  Securities Act  of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                       Capacity                              Date
---------                   ----------------                       -----------

s/Paul A. Perrault        President, Chief Executive Officer      April 16, 1997
                          and Director (Principal Executive
                          Officer)

s/Kirk W. Walters         Executive Vice President, Chief         April 16, 1997
                          Financial Officer and Treasurer
                          (Principal Financial and Accounting
                          Officer)

s/Barbara W. Snelling     Chair of the Board of Directors         April 16, 1997

s/Frederic H. Bertrand    Director                                April 16, 1997

s/David M. Boardman       Director                                April 16, 1997

s/Paul J. Carrara         Director                                April 16, 1997

s/Lyn Hutton              Director                                April 16, 1997

s/Philip A. Kolvoord      Director                                April 16, 1997

s/James C. Pizzagalli     Director                                April 16, 1997

s/Pall D. Spera           Director                                April 16, 1997

Martel D. Wilson, Jr.     Director

<PAGE 6>
                                  EXHIBIT INDEX


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

  4.1      Articles of Association*                                  *
  4.2      By-Laws, as amended**                                     **
  5.1      Opinion of F. Sheldon Prentice as to the 
           legality of the securities being registered.              7
 10.1      Amended and Restated 1993 Stock Incentive Plan.***        ***
 10.2      1988 Stock Option Plan.****                               ****
 10.3      1986 Stock Option Plan.*****                              *****
 23.1      Consent of Independent Public Accountants, 
           Arthur Andersen LLP.                                      8
 23.2      Consent of F. Sheldon Prentice (included in 
           Exhibit 5.1 hereto).                                      7
 24.1      Powers of Attorney                                        9
----------------------------------
*    Incorporated by  reference to the Registrant's Proxy Statement for the 1994
Annual Meeting of Stockholders.

**   Incorporated by reference to the Registrant's  Annual Report on  Form 10-K
for the year  ended December 31, 1995, with amendments incorporated by reference
to the Registrant s Annual Report on Form 10-K for the years  ended December 31,
1987, December 31, 1989, December 31, 1991 and December 31, 1995.

***  Incorporated by reference to the Registrant's Proxy Statement in connection
with the 1997 Annual Meeting of Stockholders.

**** Incorporated  by reference to the  Registrant's Annual Report  on Form 10-K
for the year ended December 31, 1987.

*****     Incorporated  by  reference to  the  Registrant's  Proxy Statement  in
connection with the 1986 Annual Meeting of Stockholder.

                                         
<PAGE 7>

EXHIBIT 5.1

                             CHITTENDEN CORPORATION

April 17, 1997


Chittenden Corporation
Two Burlington Square
Burlington, Vermont  05401

REGISTRATION STATEMENT ON FORM S-8
To Whom It May Concern:

I am  Senior  Vice  President,  General Counsel  and  Secretary  for  Chittenden
Corporation, a Vermont corporation (the  "Company"), and have represented it  in
connection  with a  Registration Statement on  Form S-8  which was filed  by the
Company  under  the Securities  Act  of  1933,  as amended,  (the  "Registration
Statement"), and which registers 1,372,422 shares of the Common Stock, $1.00 par
value per share,  of the Company  (the  Shares )  to be issued  pursuant to  the
Amended and Restated 1993 Stock Incentive Plan, 1988 Stock Option Plan, and 1986
Stock Option Plan (the  Plans ).  In that capacity, I have reviewed the articles
of  association and  by-laws of  the  Company, the  Registration Statement,  the
corporate action taken by the Company that provides for the issuance or delivery
of the Shares  to be issued  or delivered pursuant to  the Plans and  such other
materials  and matters  as I  have  deemed necessary  for the  issuance of  this
opinion.

Based upon the foregoing, I am of the opinion that the Shares have been duly and
validly authorized and upon issuance and delivery thereof as contemplated in the
Registration Statement, will be, under the general corporation law of  the State
of Vermont, legally issued, fully paid, and non-assessable.

I consent  to the  filing of  this  opinion as  an exhibit  to the  Registration
Statement and  to the reference  to me  and to  my opinion  in the  Registration
Statement.

Very truly yours,

/s/  F. Sheldon Prentice     
     F. Sheldon Prentice, Esq.
     Senior Vice President, General Counsel and Secretary


<PAGE 8>

EXHIBIT 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our report dated January 16, 1997
incorporated by reference in Chittenden Corporation's Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
registration statement.

s/Athur Andersen LLP

Boston, Massachusetts
April 15, 1997


<PAGE 9>

                           POWERS OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Paul A. Perrault and Kirk. W.
Walters acting together or singularly, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him in his
name, place and stead, in any and all capacities, (i) to sign a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the 
"Securities Act"), relating to the shares issuable pursuant to the Chittenden
Corporation Amended and Restated 1993 Stock Incentive Plan, 1988 Stock Option
Plan and 1986 Stock Option Plan and (ii) to sign any and all amendments
(including post-effective amendments) to such Registration Statement, and (iii)
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act.
The undersigned hereby ratifies and confirms all that such attorney-in-fact or
his substitute may lawfully do or cause to be done by virtue hereof.

Signature                          Capacity                        Date
-----------                 ----------------------             --------------

s/Paul A. Perrault         President, Chief Executive          April 16, 1997
                           Officer and Director (Principal
                           Executive Officer

s/Kirk W. Walters          Executive Vice President, Chief     April 16, 1997
                           Financial Officer and Treasurer
                           (Principal Financial and Accounting
                           Officer)

s/Barbara W. Snelling      Chair of the Board of Directors     April 16, 1997

s/Frederic H. Bertrand     Director                            April 16, 1997

s/David M. Boardman        Director                            April 16, 1997

s/Paul J. Carrara          Director                            April 16, 1997

s/Lyn Hutton               Director                            April 16, 1997

s/Philip A. Kolvoord       Director                            April 16, 1997

s/James C. Pizzagalli      Director                            April 16, 1997

s/Pall D. Spera            Director                            April 16, 1997

Martel D. Wilson, Jr.      Director
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23452}]
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As filed with the Securities and Exchange Commission on April 17, 1997
                                 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 of Incorporation)                   (I.R.S. Employer Identification #)

                              Two Burlington Square
                            Burlington, Vermont  05401
                                 (802) 658-4000
(Address, including zip code, and telephone number, including area code, of 
Registrant's principal executive offices)

                 AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN
                             1988 STOCK OPTION PLAN
                             1986 STOCK OPTION PLAN
                            (Full Title of the Plan)
                                Paul A. Perrault
                      President and Chief Executive Officer
                             Chittenden Corporation
                              Two Burlington Square
                           Burlington, Vermont  05401
                                 (802) 660-1400
(Name, address, including zip code, and telephone number, including area code, 
of agent for service)
                                 With copies to:
                            F. Sheldon Prentice, Esq.
              Senior Vice President, General Counsel and Secretary
                             Chittenden Corporation
                              Two Burlington Square
                           Burlington, Vermont  05401
                                 (802) 658-4000
 
                            CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title of       Amount to be      Proposed          Proposed        Amount of 
Securities     Registered (1)    Maximum           Maximum        Registration
Being                            Offering Price    Aggregate           Fee
Registered                       Per Share         Offering Price
-------------------------------------------------------------------------------
Common Stock,  1,232,422 (2)     28.125(5)         $34,661,868.75  $10,503.60 
par value        120,000 (3)                         3,375,000.00    1,022.73  
$1.00 per         20,000 (4)                           562,500.00      170.45
share
================================================================================
(1)  Plus such additional number of shares as may  be required in the event of a
     stock dividend, reverse stock  split, stock split, recapitalization, 
     forfeiture of  stock under the Plan or other similar event.
(2)  Attributable to the Amended and Restated 1993 Stock Incentive Plan.
(3)  Attributable to the 1988 Stock Option Plan.
(4)  Attributable to the 1986 Stock Option Plan.
(5)  This estimate is made pursuant to Rule 457(c)  and (h) under the Securities
     Act of 1933, as amended (the  Securities  Act ), solely for the  purposes 
     of determining the  amount of the registration fee.   The registration fee 
     is based upon the average of the high and low prices for the Registrant's 
     Common Stock,  $1.00 par value per  share, as reported  on the
     Nasdaq National Market on April 16, 1997. 
                                                                
                           Exhibit Index is on Page 6
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

    Chittenden Corporation (the  "Registrant") hereby incorporates  by reference
the following documents which have been previously filed with the Securities and
Exchange Commission (the "Commission"):

    (a) The latest annual report filed pursuant to Section 13(a) or 15(d) of the
        Securities Exchange Act of 1934, as amended (the  Exchange Act );

    (b) All  other reports  filed pursuant  to  Section 13(a)  or  15(d) of  the
        Exchange Act since December 31, 1996; and

    (c) The  description  of the  Registrant s  Common  Stock contained  in  its
        Registration Statement  on Form  S-4, as amended,  filed on  January 10,
        1996 (file number 33-64527).

    In  addition,  all documents  subsequently  filed  with the  Securities  and
Exchange Commission 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 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 or deemed to be 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 other  subsequently filed  document which
also  is incorporated or deemed to be  incorporated by reference herein modifies
or supersedes  such statement.   Any  such 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 the Registrant
by  F.  Sheldon Prentice,  Esq.,  Senior  Vice  President, General  Counsel  and
Secretary of the Company.

Item 6.  Indemnification of Directors and Officers.

    As permitted by the Vermont  Business Corporation Act ("VBCA"), Article Six,
Section 1 of the Registrant's  By-laws provides for indemnification of directors
and officers  as follows:  the  Registrant shall indemnify (A)  its directors to
the  full extent provided  by the general  laws of  the State of  Vermont now or
hereafter  in force,  including the  advance  of expenses  under the  procedures
provided by such  laws; and (B) its officers and employees to the same extent it
shall  indemnify   its  directors.    The  Registrant's   By-laws  also  contain
indemnification  procedures   which  implement   such   indemnification.     The
Registrant's Articles  of Association do  not contain a provision  providing for
elimination of the  liability of its directors or officers to the Company or its
stockholders for money damages to the fullest extent permitted by Vermont law.
The  VBCA provides that a corporation  may indemnify any director or officer
or former  director or officer of  the corporation, or  any person who  may have
served at its  request as a director or officer  of another corporation, against
liability (including the obligation to pay a judgment, settlement, penalty, fine
or reasonable expenses) incurred by him or her in connection with the defense or
response of  any threatened,  pending or completed  action, suit  or proceeding,
whether  civil, criminal, administrative, or investigative and whether formal or
informal, in which he  or she is made a party by reason  of being or having been
such director or  officer if:  (1) the director or  officer conducted himself or
herself in good faith; and (2) the director or officer reasonably believed:  (A)
in the case of conduct in the director s or officer s official capacity with the
corporation, that the director s or officer's conduct was in its best interests;
and (B)  in all  other cases, that  the director's or  officer's conduct  was at
least not opposed to  its best interests; and (3) in the  case of any proceeding
brought  by a  governmental entity,  the director  or officer had  no reasonable
cause to believe his or her conduct was unlawful, and the director or officer is
not finally found to have  engaged in a reckless or intentional unlawful act.  A
corporation may  not indemnify a  director or officer  (1) in connection  with a
proceeding by  or in  the  right of  the corporation  in which  the director  or
officer was  adjudged liable to the  corporation; or (2) in  connection with any
other proceeding charging improper personal  benefit to the director or officer,
whether  or  not  involving  action  in the  director's  or  officer's  official
capacity, in which the director or officer was adjudged liable on the basis that
personal  benefit  was improperly  received  by the  director  or officer.   The
Registrant also maintains director's and officer's liability insurance.

Item 7.  Exemption from Registration Claimed.

    Not Applicable.

Item 8.  Exhibits.

The following  is a complete list  of exhibits filed or  incorporated by
reference as part of this Registration Statement.

Exhibit No.  Description
-----------  ------------   
4.1          Articles of Association*
4.2          By-laws, as amended**
5.1          Opinion  of F. Sheldon Prentice, as  to the legality of the 
             securities being registered.
10.1         Amended and Restated 1993 Stock Incentive Plan.***
10.2         1988 Stock Option Plan.****
10.3         1986 Stock Option Plan.*****
23.1         Consent of Independent Public Accountants, Arthur Andersen LLP.
23.2         Consent of  Counsel,  F. Sheldon  Prentice  (included in  Exhibit  
             5.1 hereto).
24.1         Powers of Attorney.
____________________________
*Incorporated by reference to the  Registrant s Proxy Statement for the 1994
Annual Meeting of Stockholders.

**Incorporated by  reference to the  Registrant s Annual Report on  Form 10-K
for the year ended  December 31, 1995, with amendments incorporated by reference
to the Registrant's Annual Report on Form 10-K for  the years ended December 31,
1987, December 31, 1989, December 31, 1991 and December 31, 1995.

***Incorporated by reference to the Registrant's Proxy Statement in connection
with the 1997 Annual Meeting of Stockholders.

****Incorporated by  reference to the  Registrant's Annual Report on  Form 10-K
for the year ended December 31, 1987.
*****Incorporated  by  reference to  the  Registrant's  Proxy Statement  in
connection with the 1986 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;

           (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; and

          (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) herein do not
apply if 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 
Exchange Act 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  shall be
          deemed to be the initial bona fide offering thereof; and

          (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,  each  filing  of  the
Registrant's annual report pursuant to  Section 13(a) or  15(d) of the Exchange
Act (and,  where applicable,  each filing of  an employee benefit  plan s annual
report pursuant  to Section 15(d) of  the Exchange Act) 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 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, 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 Securities
Act and will be governed by the final adjudication of such issue.
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 registration 
statement  to  be  signed  on  its behalf  by  the  undersigned,  thereunto duly
authorized,  in the city  of Burlington, State  of Vermont, on  this 16th day of
April, 1997.

                                   CHITTENDEN CORPORATION

                                   By: /s/Paul A. Perrault                      
                                          Paul A. Perrault, President and Chief
                                          Executive Officer

Pursuant to  the requirements  of the  Securities Act  of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                       Capacity                              Date
---------                   ----------------                       -----------

s/Paul A. Perrault        President, Chief Executive Officer      April 16, 1997
                          and Director (Principal Executive
                          Officer)

s/Kirk W. Walters         Executive Vice President, Chief         April 16, 1997
                          Financial Officer and Treasurer
                          (Principal Financial and Accounting
                          Officer)

s/Barbara W. Snelling     Chair of the Board of Directors         April 16, 1997

s/Frederic H. Bertrand    Director                                April 16, 1997

s/David M. Boardman       Director                                April 16, 1997

s/Paul J. Carrara         Director                                April 16, 1997

s/Lyn Hutton              Director                                April 16, 1997

s/Philip A. Kolvoord      Director                                April 16, 1997

s/James C. Pizzagalli     Director                                April 16, 1997

s/Pall D. Spera           Director                                April 16, 1997

Martel D. Wilson, Jr.     Director
EXHIBIT INDEX

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

  4.1      Articles of Association*                                  *
  4.2      By-Laws, as amended**                                     **
  5.1      Opinion of F. Sheldon Prentice as to the 
           legality of the securities being registered.              7
 10.1      Amended and Restated 1993 Stock Incentive Plan.***        ***
 10.2      1988 Stock Option Plan.****                               ****
 10.3      1986 Stock Option Plan.*****                              *****
 23.1      Consent of Independent Public Accountants, 
           Arthur Andersen LLP.                                      8
 23.2      Consent of F. Sheldon Prentice (included in 
           Exhibit 5.1 hereto).                                      7
 24.1      Powers of Attorney                                        9
----------------------------------
*    Incorporated by  reference to the Registrant's Proxy Statement for the 1994
Annual Meeting of Stockholders.

**   Incorporated by reference to the Registrant's  Annual Report on  Form 10-K
for the year  ended December 31, 1995, with amendments incorporated by reference
to the Registrant s Annual Report on Form 10-K for the years  ended December 31,
1987, December 31, 1989, December 31, 1991 and December 31, 1995.

***  Incorporated by reference to the Registrant's Proxy Statement in connection
with the 1997 Annual Meeting of Stockholders.

**** Incorporated  by reference to the  Registrant's Annual Report  on Form 10-K
for the year ended December 31, 1987.

*****     Incorporated  by  reference to  the  Registrant's  Proxy Statement  in
connection with the 1986 Annual Meeting of Stockholder.
EXHIBIT 5.1

                             CHITTENDEN CORPORATION

April 17, 1997

Chittenden Corporation
Two Burlington Square
Burlington, Vermont  05401

REGISTRATION STATEMENT ON FORM S-8
To Whom It May Concern:

I am  Senior  Vice  President,  General Counsel  and  Secretary  for  Chittenden
Corporation, a Vermont corporation (the  "Company"), and have represented it  in
connection  with a  Registration Statement on  Form S-8  which was filed  by the
Company  under  the Securities  Act  of  1933,  as amended,  (the  "Registration
Statement"), and which registers 1,372,422 shares of the Common Stock, $1.00 par
value per share,  of the Company  (the  Shares )  to be issued  pursuant to  the
Amended and Restated 1993 Stock Incentive Plan, 1988 Stock Option Plan, and 1986
Stock Option Plan (the  Plans ).  In that capacity, I have reviewed the articles
of  association and  by-laws of  the  Company, the  Registration Statement,  the
corporate action taken by the Company that provides for the issuance or delivery
of the Shares  to be issued  or delivered pursuant to  the Plans and  such other
materials  and matters  as I  have  deemed necessary  for the  issuance of  this
opinion.

Based upon the foregoing, I am of the opinion that the Shares have been duly and
validly authorized and upon issuance and delivery thereof as contemplated in the
Registration Statement, will be, under the general corporation law of  the State
of Vermont, legally issued, fully paid, and non-assessable.

I consent  to the  filing of  this  opinion as  an exhibit  to the  Registration
Statement and  to the reference  to me  and to  my opinion  in the  Registration
Statement.

Very truly yours,

/s/  F. Sheldon Prentice     
     F. Sheldon Prentice, Esq.
     Senior Vice President, General Counsel and Secretary
EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our report dated January 16, 1997
incorporated by reference in Chittenden Corporation's Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
registration statement.

s/Athur Andersen LLP

Boston, Massachusetts
April 15, 1997
POWERS OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Paul A. Perrault and Kirk. W.
Walters acting together or singularly, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him in his
name, place and stead, in any and all capacities, (i) to sign a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the 
"Securities Act"), relating to the shares issuable pursuant to the Chittenden
Corporation Amended and Restated 1993 Stock Incentive Plan, 1988 Stock Option
Plan and 1986 Stock Option Plan and (ii) to sign any and all amendments
(including post-effective amendments) to such Registration Statement, and (iii)
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act.
The undersigned hereby ratifies and confirms all that such attorney-in-fact or
his substitute may lawfully do or cause to be done by virtue hereof.

Signature                          Capacity                        Date
-----------                 ----------------------             --------------

s/Paul A. Perrault         President, Chief Executive          April 16, 1997
                           Officer and Director (Principal
                           Executive Officer

s/Kirk W. Walters          Executive Vice President, Chief     April 16, 1997
                           Financial Officer and Treasurer
                           (Principal Financial and Accounting
                           Officer)

s/Barbara W. Snelling      Chair of the Board of Directors     April 16, 1997

s/Frederic H. Bertrand     Director                            April 16, 1997

s/David M. Boardman        Director                            April 16, 1997

s/Paul J. Carrara          Director                            April 16, 1997

s/Lyn Hutton               Director                            April 16, 1997

s/Philip A. Kolvoord       Director                            April 16, 1997

s/James C. Pizzagalli      Director                            April 16, 1997

s/Pall D. Spera            Director                            April 16, 1997

Martel D. Wilson, Jr.      Director