<PAGE 1>

      As filed with the Securities and Exchange Commission on June 30, 1998
                                   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
(Sate 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)

      CHITTENDEN CORPORATION 1998 DIRECTORS' OMNIBUS LONG-TERM INCENTIVE PLAN
                                (Full Title of the Plan)

                                     Paul A. Perrault
                     Chairman, 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 Being    Registered (1)   Maximum         Maximum        Registration
  Registered                         Offering Price  Aggregate          Fee
                                     Per Share       Offering Price
--------------------------------------------------------------------------------
Common Stock, par     100,000(1)      33.625(2)      $3,362,500.00    $991.94   
value $1.00 per                                                      
    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)  This estimate is made pursuant to Rule 457(c) and (h) under the 
       Securities Act of 1933, as amended (the "Securities Act"), solely for  
       purposes of determining the amount of the registration fee.  The 
       registration fee is based upon the market value of outstanding
       shares of Chittenden Corporation Common Stock, par value $1.00 per share,
       on June 26, 1998, utilizing the average of the high and low sale prices  
       as reported on the New York Stock Exchange. 


<PAGE 2>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997;  

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"); 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), and any amendments or reports filed for
          the purpose of updating such description.

     In addition, all documents subsequently filed with the 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. 

<PAGE 3>

Item 6.  Indemnification of Directors and Officers.

     As permitted by the Vermont Business Corporation Act ("VBCA"), Article Six,
Section 2 of the Registrant's By-laws provides for indemnification of directors
and officers as follows:  the Registrant shall indemnify (A) its directors to
the extent the director's conduct was in good faith in the Company's best
interest, when dealing with the Company and, otherwise, at least not opposed to
its best interests and (B) its officers and employees to the same extent it
shall indemnify its directors. The Corporation shall advance expenses if:  (i)
the director furnishes a written affirmation of meeting the conduct described
above; (ii) the director undertakes in writing to repay if the standard is not
met and (iii) the Board makes a favorable determination of those conditions. 
The Registrant's By-laws also contain indemnification procedures which implement
such indemnification.  The Registrant s  Amended and Restated Articles of
Incorporation do not contain a provision for the 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.

<PAGE 4>

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        Amended and Restated Articles of Incorporation*
    4.2        By-laws, as amended and restated**
    5.1        Opinion of F. Sheldon Prentice, as to the legality of the 
               securities being registered.
   10.1        Chittenden Corporation 1998 Directors' Omnibus Long-Term 
               Incentive 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 contained on signature pages to this 
               Registration Statement.
____________________________
*Incorporated by reference to Exhibit A 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 fiscal year ended December 31, 1997.

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. 

<PAGE 5>

     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. 

<PAGE 6>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 24th day of
June, 1998.

                               CHITTENDEN CORPORATION

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


                                POWER OF ATTORNEY

    KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby severally constitutes and appoints each of Paul A. Perrault and Kirk W.
Walters acting together or singularly, his/her 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
this Registration Statement and any and all amendments (including post-effective
amendments) to such Registration Statement, and, granting unto said attorneys-
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 he/she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his/her
substitute may lawfully do or cause to be done by virtue hereof, 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.

          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        Chairman, President, Chief Executive  June 17, 1998
    Paul A. Perrault        Officer and Director 
                            (Principal Executive Officer)

/s/ Kirk. W. Walters        Executive Vice President, Chief       June 17, 1998
    Kirk W. Walters         Financial Officer and Treasurer
                           (Principal Financial and Accounting Officer) 

<PAGE 7>

/s/ Frederic H. Bertrand     Director                             June 17, 1998
    Frederic H. Bertrand

/s/ David M. Boardman        Director                             June 17, 1998
    David M. Boardman

    Paul J. Carrara          Director                             

/s/ Richard D. Driscoll      Director                             June 17, 1998
    Richard D. Driscoll

/s/ Lyn Hutton               Director                             June 17, 1998
    Lyn Hutton

/s/ Philip A. Kolvoord       Director                             June 17, 1998
    Philip A. Kolvoord

/s/ James C. Pizzagalli      Director                             June 17, 1998
    James C. Pizzagalli

/s/ Pall D. Spera            Director                             June 17, 1998
    Pall D. Spera

    Martel D. Wilson, Jr.    Director 

<PAGE 8> 
                                  EXHIBIT INDEX

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

  4.1               Amended and Restated Articles of Incorporation*         *
  4.2               Amended and Restated By-Laws**                         **
  5.1               Opinion of F. Sheldon Prentice as to the 
                    legality of the securities being registered.            9
 10.1               Chittenden Corporation 1998 Directors' Omnibus 
                    Long-Term Incentive Plan.                              10-15
 23.1               Consent of Independent Public Accountants, 
                    Arthur Andersen LLP.                                   16
 23.2               Consent of F. Sheldon Prentice (included in 
                    Exhibit 5.1 hereto).                                    9
 24.1               Powers of Attorney contained on signature pages 
                    to this Registration Statement.                        17

____________________________

*Incorporated by reference to Exhibit A 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, 1997. 

<PAGE 9>

EXHIBIT 5.1

June 29, 1998

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 100,000 shares of the Common Stock, $1.00 par
value per share, of the Company (the  Shares ) to be issued pursuant to the
Chittenden Corporation 1998 Directors' Omnibus Long-Term Incentive Plan (the
"Plan").  In that capacity, I have reviewed the Amended and Restated Articles of
Incorporation and Amended and Restated 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
Plan 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 10>

EXHIBIT 10.1

CHITTENDEN CORPORATION        
1998 DIRECTORS' OMNIBUS LONG-TERM INCENTIVE PLAN

I.   PURPOSE

The Chittenden Corporation 1998 Directors' Omnibus Long-Term Incentive Plan (the
"Plan") has been established to promote the interests of the shareholders as
well as the Company by enhancing the Company's ability to retain and attract the
services of talented and qualified Directors by increasing their ownership
position in the Company.

For purposes of the Plan, unless otherwise indicated, the term "Company" shall
mean Chittenden Corporation.

II.  ELIGIBILITY

All non-employee Directors will be immediately eligible to become participants
in the Plan upon the Effective Date as described in Section IX.

III. EXECUTIVE COMMITTEE

The Plan shall be administered by a Committee of the Board of Directors which
shall be known as the Executive Committee (the "Committee").  The Committee
shall have full power to interpret and administer the Plan.  It may issue rules
and regulations for administration of the Plan.  It shall meet at such times and
places as it may determine.

All persons designated as members of the Committee shall be non-employee
directors of the Company within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934.

IV.  DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth
below:

(A)  "Plan" means the Chittenden Corporation 1998 Directors' Omnibus Long-Term
     Incentive Plan.

(B)  "Company" means Chittenden Corporation.

(C)  "Board" means the Board of Directors of the Company.

(D)  "Committee" means the Executive Committee appointed by the Board.

(E)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

<PAGE 11>

(F)  "Non-Qualified Stock Option" means a stock option grant of shares that
     allows the Company to receive a tax deduction for the amount the individual
     recognizes as taxable ordinary income in the year the individual is taxed;
     and the individual is subject to withholding on such taxes.

(G)  "Stock Option" means a Non-Qualified Stock Option. 

(H)  "Share" means one share of the Company's Common Stock.

(I)  "Restricted Stock" means Shares granted to a Director under Section VII(B)
     of the Plan.

(J)  "Share Grant" means the grant of a Share without restrictions.

(K)  "Award" shall mean any Stock Option, Share Grant or Restricted Stock
     granted under the Plan.

(L)  "Fair Market Value" shall mean the fair market value of shares or other
     securities as shall be established by the Committee.

V. ADMINISTRATION OF PLAN

The Plan shall be administered by the Committee.  Subject to the terms of the
Plan, the Committee shall have full power to: (i) designate participants; (ii)
determine the type or types of Awards to be granted to each participant under
the Plan; (iii) determine the number of Shares to be covered by Awards; (iv)
determine the terms and conditions of any Award; (v) determine whether Awards
may be settled or exercised in cash, Shares or other securities; (vi) determine
whether, to what extent, and under what circumstances amounts payable with
respect to an Award under the Plan shall be deferred either automatically or at
the election of the holder or the Committee; (vii) interpret and administer the
Plan and any Award made under the Plan; (viii) establish, amend, suspend or
waive rules and regulations as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan.

VI.  SHARES AVAILABLE FOR AWARD

Unless otherwise determined by the Committee, the amounts of any dividend
equivalents or interest determined by the Committee to be payable with respect
to any Awards shall not be counted against the aggregate number of shares
available for granting Awards under the Plan.

Overall, the number of Shares available for granting Awards under the Plan
during the term of the Plan shall be 100,000 shares.

Individual Awards granted under this Plan shall not exceed 10,000 shares per
participant per year.

<PAGE 12>

The number of Shares covered by the Award shall be counted on the date of grant
against the aggregate number of Shares available for granting Awards under the
Plan.  Any Shares associated with a Non-Qualified Stock Option that is forfeited
or expires without having been exercised or Shares associated with Restricted
Stock that is forfeited shall be added back to the overall number of Shares
available for granting Awards under this Plan.

VII. AWARDS

(A)  Options.  The Committee is hereby authorized to grant Options to
participants with the following terms and conditions and with such additional
terms and conditions as the Committee deems appropriate: 

   (I)         Exercise Price.  The purchase price per Share under an Option
               shall be determined by the Committee; provided, however, that the
               purchase price shall not be less than Fair Market Value of a
               Share on the date of grant of such Option.

   (II)        Option Term.  The term of each Option shall be fixed by the
               Committee, but in no event may exceed ten years (see (D)(V)
               below).

   (III)       Time and Method of Exercise.  The Committee shall determine the 
               time or times at which an Option may be exercised in whole or in 
               part, and the method or methods by which payment of the exercise 
               price may be made.

   (IV)        Forfeiture.  The Committee may provide for the circumstances in 
               which an unexercised Option will be forfeited.  Unless otherwise 
               provided in the option agreement with a Director, an unexercised 
               Option shall be forfeited one year after termination of Board 
               service (as determined under criteria established by the 
               Committee) for any reason.

(B)  Restricted Stock.  The Committee is hereby authorized to grant Awards of
     Restricted Stock to participants.

   (I)    Restrictions. Shares of Restricted Stock shall be subject to such
          restrictions as the Committee may impose (including, any limitation on
          the right to vote a Share of Restricted Stock or the right to receive
          any dividend).  Restrictions may lapse separately or in combination,
          in such installments or otherwise, as the Committee may deem
          appropriate.

   (II)   Forfeiture.  Upon termination of board service (as determined under
          criteria established by the Committee) for any reason, except for
          death or total and permanent disability, during the applicable
          restriction period, all Shares of Restricted Stock subject to
          restriction shall be forfeited and reacquired by the Company.

(C)  Share Grants.  The Committee is hereby authorized to grant awards of Shares
     that are immediately nonforfeitable and free of any restrictions (except
     those deemed necessary to comply with Federal or state securities laws or
     exchange requirements as described in section (D)(VI) below).

<PAGE 13>

(D)  General.

  (I)     No Cash Consideration for Awards.  Awards shall be granted for no
          cash consideration or for such minimal cash consideration as may
          be required by applicable law.

  (II)    Awards May be Granted Separately or Together.  Awards may, at the
          discretion of the Committee, be granted either alone or in addition to
          or in tandem with any other Awards under any other plan of the
          Company.

  (III)   Forms of Payment under Awards.  Subject to the terms of the Plan,
          payments or transfers to be made by the Company upon the grant,
          exercise or payment of an Award may be made in such form or forms as
          the Committee shall determine including, without limitation, cash, 
          Shares, other securities and other Awards.

  (IV)    Limits on Transfer of Awards.  No Award (other than Shares as to which
          restrictions have lapsed), and no right under any such Awards, shall
          be assignable, alienable, saleable or transferable by a participant
          otherwise than by will or by the laws of descent and distribution (or,
          in the case of an Award of Restricted Stock, to the Company);
          provided, however, that, if so determined by the Committee, a
          participant may, in the manner established by the Committee, designate
          a beneficiary or beneficiaries to exercise the rights of the
          participant, and to receive any property distributable, with respect
          to any Award upon the death of the participant.

  (V)     Term of Awards.  The term of each Award shall be for such period as
          may be determined by the Committee; provided, however, that in no
          event shall the term of any Stock Option exceed a period of ten years
          from the date of its grant.

  (VI)    Share Certificates.  All certificates for Shares or other securities
          delivered under the Plan pursuant to any Award or the exercise of a
          Stock Option shall be subject to such stop transfer orders and other
          restrictions as the Committee may deem advisable under the Plan or the
          rules, regulations, and other requirements of the Securities and
          Exchange Commission, any stock exchange upon which such Shares or
          other securities are then listed, and any applicable Federal or state
          securities laws, and the Committee may cause a legend or legends to be
          put on any such certificates to make appropriate reference to such
          restrictions.

VIII AMENDMENT AND TERMINATION

  The Board of Directors of the Company cannot revoke existing Awards without
  the participant's consent. 

<PAGE 14>

IX EFFECTIVE DATE OF THE PLAN

  The Plan shall be effective as of the date of its approval by the
  stockholders of the Company.

X CHANGE OF CONTROL

  For purposes of this Plan, a Change in Control shall be deemed to have
  occurred upon the first to occur of the following events:

  (I)     Any "Person", as such term is used in Sections 13(d) and 14(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange
          Act") (other than the Company or any corporation owned, directly
          or indirectly, by the stockholders of the Company in
          substantially the same proportions as their ownership of stock of
          the Company), is or becomes the "beneficial owner" (as defined in
          Rule 13d-3 under the Exchange Act), directly or indirectly, of
          securities of the Company representing more than 25% of the
          number of the Company's then outstanding securities;

  (II)    During any period of two consecutive years, individuals who at
          the beginning of such period constitute the Board, and any new
          director (other than a director designated by a person who has
          entered into an agreement with the Company to effect a
          transaction described in Subsection (I), (III) or (IV) of this
          Section X) whose election by the Board or nomination for election
          by the Company's stockholders was approved by a vote of at least
          two-thirds (2/3) of the directors then still in office who either
          were directors at the beginning of the period or whose election
          or nomination for election was previously so approved, cease by
          any reason to constitute at least one half thereof;

  (III)   The stockholders of the Company approve a merger or consolidation of
          the Company with any other corporation, other than a merger or
          consolidation which would result in the voting securities of the
          Company outstanding immediately prior thereto continuing to represent
          (either by remaining outstanding or being converted into voting
          securities of the surviving entity) more than 60% of the number of
          outstanding securities of the Company or such surviving entity
          outstanding immediately after such merger or consolidation; or

  (IV)    The stockholders of the Company approve a plan of complete liquidation
          of the Company or an agreement for the sale or disposition by the
          Company of all or substantially all of the Company's assets.

XI TERM OF THE PLAN

  No Award shall be granted under the Plan five years after Effective Date of
  the Plan.  However, unless otherwise expressly provided in the Plan or in an
  applicable Award agreement, any Award granted may extend beyond such date,

<PAGE 15>
  and the authority of the Committee to amend, alter, adjust, suspend,
  discontinue, or terminate any such Award, or to waive any conditions or
  rights under any such Award, and the authority of the Board of Directors of
  the Company to amend the Plan, shall extend beyond such date. 

  Dated:  December 17, 1997        /s/ F. Sheldon Prentice                      
          -----------------            ---------------------
                                       F. Sheldon Prentice, Senior Vice 
                                       President, General Counsel & Secretary 

<PAGE 16>

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 20, 1998
included in Chittenden Corporations's Form 10-K for the year ended December 31,
1997 and to all references to our Firm included in this Registration Statement.

/s/ Arthur Andersen LLP
    -------------------
    Arthur Andersen LLP

Boston, Massachusetts
June 25, 1998

<PAGE 17>

EXHIBIT 24.1
                                    SIGNATURES

  Pursuant to the requirements of the Securities Act, 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 24th day of June, 1998.

                               CHITTENDEN CORPORATION

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

                                POWER OF ATTORNEY

    KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby severally constitutes and appoints each of Paul A. Perrault and Kirk W.
Walters acting together or singularly, his/her 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
this Registration Statement and any and all amendments (including post-effective
amendments) to such Registration Statement, and, granting unto said attorneys-
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 he/she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his/her
substitute may lawfully do or cause to be done by virtue hereof, 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.

          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          Chairman, President, Chief            June 17, 1998
   ----------------          Executive Officer and Director 
                             (Principal Executive Officer)
 
/s/ Kirk W. Walters          Executive Vice President, Chief      June 17, 1998
    ---------------          Financial Officer and Treasurer
                             (Principal Financial and Accounting Officer) 

/s/ Frederic H. Bertrand     Director                             June 17, 1998
    --------------------
/s/ David M. Boardman        Director                             June 17, 1998
    --------------------
    Paul J. Carrara          Director                             
    --------------------
/s/ Richard D. Driscoll      Director                             June 17, 1998
    --------------------
/s/ Lyn Hutton               Director                             June 17, 1998
    --------------------
/s/ Philip A. Kolvoord       Director                             June 17, 1998
    --------------------
/s/ James C. Pizzagalli      Director                             June 17, 1998
    --------------------
/s/ Pall D. Spera            Director                             June 17, 1998
    --------------------
    Martel D. Wilson, Jr.    Director
    ---------------------
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As filed with the Securities and Exchange Commission on June 30, 1998
                                   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
(Sate 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)

      CHITTENDEN CORPORATION 1998 DIRECTORS' OMNIBUS LONG-TERM INCENTIVE PLAN
                                (Full Title of the Plan)

                                     Paul A. Perrault
                     Chairman, 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 Being    Registered (1)   Maximum         Maximum        Registration
  Registered                         Offering Price  Aggregate          Fee
                                     Per Share       Offering Price
--------------------------------------------------------------------------------
Common Stock, par     100,000(1)      33.625(2)      $3,362,500.00    $991.94   
value $1.00 per                                                      
    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)  This estimate is made pursuant to Rule 457(c) and (h) under the 
       Securities Act of 1933, as amended (the "Securities Act"), solely for  
       purposes of determining the amount of the registration fee.  The 
       registration fee is based upon the market value of outstanding
       shares of Chittenden Corporation Common Stock, par value $1.00 per share,
       on June 26, 1998, utilizing the average of the high and low sale prices  
       as reported on the New York Stock Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1997;  

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"); 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), and any amendments or reports filed for
          the purpose of updating such description.

     In addition, all documents subsequently filed with the 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 2 of the Registrant's By-laws provides for indemnification of directors
and officers as follows:  the Registrant shall indemnify (A) its directors to
the extent the director's conduct was in good faith in the Company's best
interest, when dealing with the Company and, otherwise, at least not opposed to
its best interests and (B) its officers and employees to the same extent it
shall indemnify its directors. The Corporation shall advance expenses if:  (i)
the director furnishes a written affirmation of meeting the conduct described
above; (ii) the director undertakes in writing to repay if the standard is not
met and (iii) the Board makes a favorable determination of those conditions. 
The Registrant's By-laws also contain indemnification procedures which implement
such indemnification.  The Registrant s  Amended and Restated Articles of
Incorporation do not contain a provision for the 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        Amended and Restated Articles of Incorporation*
    4.2        By-laws, as amended and restated**
    5.1        Opinion of F. Sheldon Prentice, as to the legality of the 
               securities being registered.
   10.1        Chittenden Corporation 1998 Directors' Omnibus Long-Term 
               Incentive 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 contained on signature pages to this 
               Registration Statement.
____________________________
*Incorporated by reference to Exhibit A 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 fiscal year ended December 31, 1997.

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, 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 24th day of
June, 1998.

                               CHITTENDEN CORPORATION

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

                                POWER OF ATTORNEY

    KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby severally constitutes and appoints each of Paul A. Perrault and Kirk W.
Walters acting together or singularly, his/her 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
this Registration Statement and any and all amendments (including post-effective
amendments) to such Registration Statement, and, granting unto said attorneys-
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 he/she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his/her
substitute may lawfully do or cause to be done by virtue hereof, 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.

          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        Chairman, President, Chief Executive  June 17, 1998
    Paul A. Perrault        Officer and Director 
                            (Principal Executive Officer)

/s/ Kirk. W. Walters        Executive Vice President, Chief       June 17, 1998
    Kirk W. Walters         Financial Officer and Treasurer
                           (Principal Financial and Accounting Officer)
/s/ Frederic H. Bertrand     Director                             June 17, 1998
    Frederic H. Bertrand

/s/ David M. Boardman        Director                             June 17, 1998
    David M. Boardman

    Paul J. Carrara          Director                             

/s/ Richard D. Driscoll      Director                             June 17, 1998
    Richard D. Driscoll

/s/ Lyn Hutton               Director                             June 17, 1998
    Lyn Hutton

/s/ Philip A. Kolvoord       Director                             June 17, 1998
    Philip A. Kolvoord

/s/ James C. Pizzagalli      Director                             June 17, 1998
    James C. Pizzagalli

/s/ Pall D. Spera            Director                             June 17, 1998
    Pall D. Spera

    Martel D. Wilson, Jr.    Director
EXHIBIT INDEX

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

  4.1               Amended and Restated Articles of Incorporation*         *
  4.2               Amended and Restated By-Laws**                         **
  5.1               Opinion of F. Sheldon Prentice as to the 
                    legality of the securities being registered.            9
 10.1               Chittenden Corporation 1998 Directors' Omnibus 
                    Long-Term Incentive Plan.                              10-15
 23.1               Consent of Independent Public Accountants, 
                    Arthur Andersen LLP.                                   16
 23.2               Consent of F. Sheldon Prentice (included in 
                    Exhibit 5.1 hereto).                                    9
 24.1               Powers of Attorney contained on signature pages 
                    to this Registration Statement.                        17

____________________________

*Incorporated by reference to Exhibit A 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, 1997.
EXHIBIT 5.1

June 29, 1998

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 100,000 shares of the Common Stock, $1.00 par
value per share, of the Company (the  Shares ) to be issued pursuant to the
Chittenden Corporation 1998 Directors' Omnibus Long-Term Incentive Plan (the
"Plan").  In that capacity, I have reviewed the Amended and Restated Articles of
Incorporation and Amended and Restated 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
Plan 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 10.1

CHITTENDEN CORPORATION        
1998 DIRECTORS' OMNIBUS LONG-TERM INCENTIVE PLAN

I.   PURPOSE

The Chittenden Corporation 1998 Directors' Omnibus Long-Term Incentive Plan (the
"Plan") has been established to promote the interests of the shareholders as
well as the Company by enhancing the Company's ability to retain and attract the
services of talented and qualified Directors by increasing their ownership
position in the Company.

For purposes of the Plan, unless otherwise indicated, the term "Company" shall
mean Chittenden Corporation.

II.  ELIGIBILITY

All non-employee Directors will be immediately eligible to become participants
in the Plan upon the Effective Date as described in Section IX.

III. EXECUTIVE COMMITTEE

The Plan shall be administered by a Committee of the Board of Directors which
shall be known as the Executive Committee (the "Committee").  The Committee
shall have full power to interpret and administer the Plan.  It may issue rules
and regulations for administration of the Plan.  It shall meet at such times and
places as it may determine.

All persons designated as members of the Committee shall be non-employee
directors of the Company within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934.

IV.  DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth
below:

(A)  "Plan" means the Chittenden Corporation 1998 Directors' Omnibus Long-Term
     Incentive Plan.

(B)  "Company" means Chittenden Corporation.

(C)  "Board" means the Board of Directors of the Company.

(D)  "Committee" means the Executive Committee appointed by the Board.

(E)  "Code" shall mean the Internal Revenue Code of 1986, as amended.
(F)  "Non-Qualified Stock Option" means a stock option grant of shares that
     allows the Company to receive a tax deduction for the amount the individual
     recognizes as taxable ordinary income in the year the individual is taxed;
     and the individual is subject to withholding on such taxes.

(G)  "Stock Option" means a Non-Qualified Stock Option. 

(H)  "Share" means one share of the Company's Common Stock.

(I)  "Restricted Stock" means Shares granted to a Director under Section VII(B)
     of the Plan.

(J)  "Share Grant" means the grant of a Share without restrictions.

(K)  "Award" shall mean any Stock Option, Share Grant or Restricted Stock
     granted under the Plan.

(L)  "Fair Market Value" shall mean the fair market value of shares or other
     securities as shall be established by the Committee.

V. ADMINISTRATION OF PLAN

The Plan shall be administered by the Committee.  Subject to the terms of the
Plan, the Committee shall have full power to: (i) designate participants; (ii)
determine the type or types of Awards to be granted to each participant under
the Plan; (iii) determine the number of Shares to be covered by Awards; (iv)
determine the terms and conditions of any Award; (v) determine whether Awards
may be settled or exercised in cash, Shares or other securities; (vi) determine
whether, to what extent, and under what circumstances amounts payable with
respect to an Award under the Plan shall be deferred either automatically or at
the election of the holder or the Committee; (vii) interpret and administer the
Plan and any Award made under the Plan; (viii) establish, amend, suspend or
waive rules and regulations as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan.

VI.  SHARES AVAILABLE FOR AWARD

Unless otherwise determined by the Committee, the amounts of any dividend
equivalents or interest determined by the Committee to be payable with respect
to any Awards shall not be counted against the aggregate number of shares
available for granting Awards under the Plan.

Overall, the number of Shares available for granting Awards under the Plan
during the term of the Plan shall be 100,000 shares.

Individual Awards granted under this Plan shall not exceed 10,000 shares per
participant per year.
The number of Shares covered by the Award shall be counted on the date of grant
against the aggregate number of Shares available for granting Awards under the
Plan.  Any Shares associated with a Non-Qualified Stock Option that is forfeited
or expires without having been exercised or Shares associated with Restricted
Stock that is forfeited shall be added back to the overall number of Shares
available for granting Awards under this Plan.

VII. AWARDS

(A)  Options.  The Committee is hereby authorized to grant Options to
participants with the following terms and conditions and with such additional
terms and conditions as the Committee deems appropriate: 

   (I)         Exercise Price.  The purchase price per Share under an Option
               shall be determined by the Committee; provided, however, that the
               purchase price shall not be less than Fair Market Value of a
               Share on the date of grant of such Option.

   (II)        Option Term.  The term of each Option shall be fixed by the
               Committee, but in no event may exceed ten years (see (D)(V)
               below).

   (III)       Time and Method of Exercise.  The Committee shall determine the 
               time or times at which an Option may be exercised in whole or in 
               part, and the method or methods by which payment of the exercise 
               price may be made.

   (IV)        Forfeiture.  The Committee may provide for the circumstances in 
               which an unexercised Option will be forfeited.  Unless otherwise 
               provided in the option agreement with a Director, an unexercised 
               Option shall be forfeited one year after termination of Board 
               service (as determined under criteria established by the 
               Committee) for any reason.

(B)  Restricted Stock.  The Committee is hereby authorized to grant Awards of
     Restricted Stock to participants.

   (I)    Restrictions. Shares of Restricted Stock shall be subject to such
          restrictions as the Committee may impose (including, any limitation on
          the right to vote a Share of Restricted Stock or the right to receive
          any dividend).  Restrictions may lapse separately or in combination,
          in such installments or otherwise, as the Committee may deem
          appropriate.

   (II)   Forfeiture.  Upon termination of board service (as determined under
          criteria established by the Committee) for any reason, except for
          death or total and permanent disability, during the applicable
          restriction period, all Shares of Restricted Stock subject to
          restriction shall be forfeited and reacquired by the Company.

(C)  Share Grants.  The Committee is hereby authorized to grant awards of Shares
     that are immediately nonforfeitable and free of any restrictions (except
     those deemed necessary to comply with Federal or state securities laws or
     exchange requirements as described in section (D)(VI) below).
(D)  General.

  (I)     No Cash Consideration for Awards.  Awards shall be granted for no
          cash consideration or for such minimal cash consideration as may
          be required by applicable law.

  (II)    Awards May be Granted Separately or Together.  Awards may, at the
          discretion of the Committee, be granted either alone or in addition to
          or in tandem with any other Awards under any other plan of the
          Company.

  (III)   Forms of Payment under Awards.  Subject to the terms of the Plan,
          payments or transfers to be made by the Company upon the grant,
          exercise or payment of an Award may be made in such form or forms as
          the Committee shall determine including, without limitation, cash, 
          Shares, other securities and other Awards.

  (IV)    Limits on Transfer of Awards.  No Award (other than Shares as to which
          restrictions have lapsed), and no right under any such Awards, shall
          be assignable, alienable, saleable or transferable by a participant
          otherwise than by will or by the laws of descent and distribution (or,
          in the case of an Award of Restricted Stock, to the Company);
          provided, however, that, if so determined by the Committee, a
          participant may, in the manner established by the Committee, designate
          a beneficiary or beneficiaries to exercise the rights of the
          participant, and to receive any property distributable, with respect
          to any Award upon the death of the participant.

  (V)     Term of Awards.  The term of each Award shall be for such period as
          may be determined by the Committee; provided, however, that in no
          event shall the term of any Stock Option exceed a period of ten years
          from the date of its grant.

  (VI)    Share Certificates.  All certificates for Shares or other securities
          delivered under the Plan pursuant to any Award or the exercise of a
          Stock Option shall be subject to such stop transfer orders and other
          restrictions as the Committee may deem advisable under the Plan or the
          rules, regulations, and other requirements of the Securities and
          Exchange Commission, any stock exchange upon which such Shares or
          other securities are then listed, and any applicable Federal or state
          securities laws, and the Committee may cause a legend or legends to be
          put on any such certificates to make appropriate reference to such
          restrictions.

VIII AMENDMENT AND TERMINATION

  The Board of Directors of the Company cannot revoke existing Awards without
  the participant's consent.
IX EFFECTIVE DATE OF THE PLAN

  The Plan shall be effective as of the date of its approval by the
  stockholders of the Company.

X CHANGE OF CONTROL

  For purposes of this Plan, a Change in Control shall be deemed to have
  occurred upon the first to occur of the following events:

  (I)     Any "Person", as such term is used in Sections 13(d) and 14(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange
          Act") (other than the Company or any corporation owned, directly
          or indirectly, by the stockholders of the Company in
          substantially the same proportions as their ownership of stock of
          the Company), is or becomes the "beneficial owner" (as defined in
          Rule 13d-3 under the Exchange Act), directly or indirectly, of
          securities of the Company representing more than 25% of the
          number of the Company's then outstanding securities;

  (II)    During any period of two consecutive years, individuals who at
          the beginning of such period constitute the Board, and any new
          director (other than a director designated by a person who has
          entered into an agreement with the Company to effect a
          transaction described in Subsection (I), (III) or (IV) of this
          Section X) whose election by the Board or nomination for election
          by the Company's stockholders was approved by a vote of at least
          two-thirds (2/3) of the directors then still in office who either
          were directors at the beginning of the period or whose election
          or nomination for election was previously so approved, cease by
          any reason to constitute at least one half thereof;

  (III)   The stockholders of the Company approve a merger or consolidation of
          the Company with any other corporation, other than a merger or
          consolidation which would result in the voting securities of the
          Company outstanding immediately prior thereto continuing to represent
          (either by remaining outstanding or being converted into voting
          securities of the surviving entity) more than 60% of the number of
          outstanding securities of the Company or such surviving entity
          outstanding immediately after such merger or consolidation; or

  (IV)    The stockholders of the Company approve a plan of complete liquidation
          of the Company or an agreement for the sale or disposition by the
          Company of all or substantially all of the Company's assets.

XI TERM OF THE PLAN

  No Award shall be granted under the Plan five years after Effective Date of
  the Plan.  However, unless otherwise expressly provided in the Plan or in an
  applicable Award agreement, any Award granted may extend beyond such date,
and the authority of the Committee to amend, alter, adjust, suspend,
  discontinue, or terminate any such Award, or to waive any conditions or
  rights under any such Award, and the authority of the Board of Directors of
  the Company to amend the Plan, shall extend beyond such date. 

  Dated:  December 17, 1997        /s/ F. Sheldon Prentice                      
          -----------------            ---------------------
                                       F. Sheldon Prentice, Senior Vice 
                                       President, General Counsel & 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 20, 1998
included in Chittenden Corporations's Form 10-K for the year ended December 31,
1997 and to all references to our Firm included in this Registration Statement.

/s/ Arthur Andersen LLP
    -------------------
    Arthur Andersen LLP

Boston, Massachusetts
June 25, 1998
EXHIBIT 24.1
                                    SIGNATURES

  Pursuant to the requirements of the Securities Act, 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 24th day of June, 1998.

                               CHITTENDEN CORPORATION

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

                                POWER OF ATTORNEY

    KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby severally constitutes and appoints each of Paul A. Perrault and Kirk W.
Walters acting together or singularly, his/her 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
this Registration Statement and any and all amendments (including post-effective
amendments) to such Registration Statement, and, granting unto said attorneys-
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 he/she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his/her
substitute may lawfully do or cause to be done by virtue hereof, 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.

          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          Chairman, President, Chief            June 17, 1998
   ----------------          Executive Officer and Director 
                             (Principal Executive Officer)
 
/s/ Kirk W. Walters          Executive Vice President, Chief      June 17, 1998
    ---------------          Financial Officer and Treasurer
                             (Principal Financial and Accounting Officer) 

/s/ Frederic H. Bertrand     Director                             June 17, 1998
    --------------------
/s/ David M. Boardman        Director                             June 17, 1998
    --------------------
    Paul J. Carrara          Director                             
    --------------------
/s/ Richard D. Driscoll      Director                             June 17, 1998
    --------------------
/s/ Lyn Hutton               Director                             June 17, 1998
    --------------------
/s/ Philip A. Kolvoord       Director                             June 17, 1998
    --------------------
/s/ James C. Pizzagalli      Director                             June 17, 1998
    --------------------
/s/ Pall D. Spera            Director                             June 17, 1998
    --------------------
    Martel D. Wilson, Jr.    Director
    ---------------------